What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-25 compared with 2024-02-20 · 440 added, 593 removed, 1201 unchanged (46% of the section changed)

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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.

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

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

The communication of 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill – Refer to Note 5 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 reviews goodwill 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.

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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, 2024.

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.

The Company’s goodwill balance was $10,601 million as of December 31, 2024 of which:

(1) $1.1 billion and $71 million was related to three reporting units in the Regional segment and one reporting unit in the Las Vegas segment, respectively, had estimated fair values that did not significantly exceed their carrying values.

The determination of the Company’s reporting units’ fair value requires management to make significant assumptions and estimates around forecasts and the selection of discount rates.

Therefore, our audit procedures to evaluate the reasonableness of management’s forecasts required a higher degree of auditor judgement, 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.

Our audit procedures related to management’s forecasts and the selection of discount rates used by management to determine the fair value of the Company’s reporting units 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.

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

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Treasury stock at cost, 0 and 363,016 shares held

( 23 ) ( 23 )

Accumulated other comprehensive income 96 97

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Transaction and other costs, net ( 331 ) ( 13 ) 14

( 13 ) 14 144

Total operating expenses 8,941 9,056 9,082

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Loss on extinguishment of debt ( 89 ) ( 200 ) ( 85 )

Other income (loss) 10 46 ( 198 )

Other income 27 10 46

Total other expense ( 2,428 ) ( 2,532 ) ( 2,304 )

Loss from continuing operations before income taxes ( 124 ) ( 60 ) ( 565 )

Benefit for income taxes

Benefit (provision) for income taxes ( 87 ) 888 41

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

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Other ( 1 ) 4 —

Other comprehensive income, net of tax 5 55 1

Other comprehensive income (loss), net of tax

Comprehensive income (loss)

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Accumulated Deficit

Accumulated Other Comprehensive Income Amount Noncontrolling Interests

Accumulated Other Comprehensive Income (Loss) Amount Noncontrolling Interests

Total Stockholders' Equity

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

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

Net income (loss)

— — — — — ( 1,019 ) — — 3 ( 1,016 )

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

Other comprehensive income (loss), net of tax — — — — — — 56 — ( 1 ) 55

— — — — — — 2 — ( 1 ) 1

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

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

— — — — — ( 899 ) — — ( 11 ) ( 910 )

Other comprehensive income (loss), net of tax

— — — — — — 56 — ( 1 ) 55

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 )

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Stock-based compensation — — — — 94 — — — — 94

— — — — — 786 — — 42 828

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

Net income (loss) — — — — — ( 278 ) — — 67 ( 211 )

Other comprehensive loss, net of tax — — — — — — ( 1 ) — — ( 1 )

Shares withheld related to net share settlement of stock awards — — — — ( 17 ) — — — — ( 17 )

Cancellation of shares issued — — — — ( 14 ) — — 14 — —

Repurchase of common stock — — ( 5 ) — ( 202 ) — — 9 — ( 193 )

Transactions with noncontrolling interests — — — — — — — — ( 16 ) ( 16 )

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Stock-based compensation expense

Loss on sale of businesses and disposal of property and equipment

(Gain) loss on sale or disposal of property, equipment, trademark and businesses

Impairment charges 302 95 108

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87 ( 888 ) ( 41 )

(Gain) loss on derivatives — ( 73 ) 127

Foreign currency transaction gain — — ( 21 )

Gain on derivatives

Other non-cash adjustments to net (income) loss

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Prepaid expenses and other assets ( 13 ) 39 ( 15 )

Income taxes (receivable) payable ( 27 ) ( 7 ) 13

Income taxes receivable and payable, net ( 48 ) ( 27 ) ( 7 )

Accounts payable, accrued expenses and other liabilities ( 500 ) 10 ( 82 )

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( 1,296 ) ( 1,264 ) ( 952 )

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

Acquisition of gaming rights and developed technology ( 15 ) ( 30 ) ( 11 )

Proceeds from sale of property, equipment, trademark and businesses

Proceeds from the sale of investments 14 4 126

Proceeds from insurance related to property damage — — 36

Distribution from unconsolidated affiliate 39 — —

Investments in unconsolidated affiliates — ( 3 ) —

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Proceeds from issuance of common stock — — 1

Cash paid to settle convertible notes — — ( 367 )

Repurchase of common stock ( 191 ) — —

Taxes paid related to net share settlement of equity awards ( 17 ) ( 27 ) ( 27 )

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Contributions from noncontrolling interest owners

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

Distributions to noncontrolling interest owners ( 16 ) ( 3 ) ( 3 )

Net cash used in financing activities

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Cash flows from investing activities — — 386

Cash flows from financing activities — — 591

Net cash from discontinued operations — — 368

Change in cash, cash equivalents, and restricted cash classified as assets held for sale — — 10

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

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Restricted cash 95 122 131

Restricted and escrow cash included in other noncurrent assets 16 134 323

Cash and cash equivalents and restricted cash in discontinued operations — — 309

Restricted and escrow cash included in other long-term assets

Total cash, cash equivalents and restricted cash $ 1,016 $ 1,143 $ 1,303

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Payables for capital expenditures 174 169 145

Convertible notes settled with shares — — 440

Land contributed to joint venture — — 61

Acquisition of intangible assets 32 — —

Note receivable from WSOP trademark sale

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

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References to numbered “Notes” refer to Notes to our Consolidated Financial Statements included herein.

Organization and Basis of Presentation

Organization and Description of Business

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.

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in 2017, Tropicana Entertainment, Inc.

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

in 2018, Caesars Entertainment Corporation in 2020, and William Hill PLC in 2021.

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

Description of Business

The Company owns, leases, brands or manages an aggregate of 53 domestic properties in 18 states with approximately 51,400 slot machines, video lottery terminals and e-tables, approximately 2,800 table games and approximately 45,600 hotel rooms as of December 31, 2024.

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’s primary source of revenue is generated by its gaming operations, which includes retail and online sports betting and online gaming.

Additionally, 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, horse racing and online poker are included under the Caesars Digital segment.

The Company operates and conducts sports wagering across 32 jurisdictions in North America, 26 of which offer online sports betting, and operates iGaming in five jurisdictions in North America as of December 31, 2024.

The Company operates the Caesars Sportsbook app, the Caesars Racebook app, the Caesars Palace Online Casino app and the new Horseshoe Online Casino app which initially launched in October 2024.

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

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.

See Note 3 for a discussion of properties and assets recently sold and Note 16 for segment information.

Basis of Presentation and Significant Accounting Policies

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

Basis of Presentation

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

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

See Note 3 for properties recently divested.

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

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

See Note 2 for policy on consolidation of subsidiaries.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Summary of Significant Accounting Policies

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

Consolidation of Subsidiaries and Variable Interest Entities

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

Fair Value Measurements

The Company measures certain of its financial assets and liabilities at fair value, on a recurring basis, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

Levels of the hierarchy prioritize the inputs used to measure fair value and include:

Observable inputs such as quoted prices in active markets.

Inputs other than quoted prices in active markets that are either directly or indirectly observable.

Unobservable inputs that reflect the Company’s own assumptions, as there is little, if any, related market activity.

Cash and Cash Equivalents

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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.

Marketable Securities

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

As of both December 31, 2024 and 2023, the Company held $ 2 million in Level 1 securities.

Derivative Instruments

The Company may enter into derivative instruments to hedge the risk of fluctuations in interest rates, foreign exchange rates or pricing for other commodities.

These agreements are designated as cash flow hedges.

As of December 31, 2024 and 2023, the Company did not hold any cash flow hedges or any derivative financial instruments for trading purposes.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash.

The Company has bank deposits that may at times exceed federally insured limits.

Management believes all financial institutions holding its cash are of high credit quality and does not believe the Company is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

Advertising costs were $ 231 million, $ 259 million and $ 571 million for the years ended December 31, 2024, 2023 and 2022, 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.

During the year ended December 31, 2022, 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.

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Recently Issued Accounting Pronouncements

Pronouncements Implemented in 2024

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 periods within years beginning after December 15, 2024.

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

As of December 31, 2024, the Company has implemented the updated amendments included in ASU 2023-07.

See Note 16 for additional reportable segment disclosures.

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:

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, “ Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures ,” which requires additional disclosure about specific expense categories in the notes to financial statements.

This information is generally not presented in the financial statements today.

This update applies to all public business entities and will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

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

In December 2023, the FASB issued 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.

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

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

Early adoption is permitted.

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

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

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

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

Acquisitions, Purchase Price Accounting and Pro forma Information

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)

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.

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)

Other noncurrent assets 317

Total assets $ 6,592

Other current liabilities $ 242

Liabilities related to assets held for sale (b)

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.

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.

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

Intangible assets (a)

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.

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.

Divestitures and Discontinued Operations

The Company periodically divests assets that it may not consider core to its business to raise capital or, in some cases, to comply with conditions, terms, obligations or restrictions imposed by antitrust, gaming and other regulatory entities.

The carrying value of assets that meet the criteria for 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 operating income, unless the assets represent a discontinued operation.

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 )

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

The LINQ Promenade, Rio and Baton Rouge Divestitures

On October 29, 2024, the Company entered into an agreement to sell the LINQ Promenade to a joint venture between TPG Real Estate (“TPG”) and the Investment Management Platform of Acadia Realty Trust (“Acadia”) for $ 275 million.

On December 12, 2024, we closed the sale for $ 275 million, resulting in a gain of $ 34 million, which was recorded in Transaction and other costs, net in the Statements of Operations.

The LINQ Promenade was reported within the Las Vegas segment.

Proceeds from the sale were used to make a voluntary prepayment of a portion of the outstanding balance of the CEI Term Loan B.

See Note 9 for further discussion on the voluntary prepayment.

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.

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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.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Baton Rouge was reported in the Regional segment.

Prior to their respective closing dates, none of the divestitures above met the requirements for presentation as discontinued operations.

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

Year Ended December 31, 2024

(In millions) Rio

(In millions) LINQ Promenade

Net revenues $ 25

Net income 16

Year Ended December 31, 2023

(In millions) Rio

(In millions) LINQ Promenade Rio

Net revenues $ 28 $ 145

Net income (loss)

Net income 21 15

Year Ended December 31, 2022

(In millions) Rio

Baton Rouge Evansville MontBleu

(In millions) LINQ Promenade Rio

Net revenues $ 27 $ 199 $ 6

Net income (loss) 17 18 ( 1 )

WSOP Trademark Sale

On August 1, 2024, the Company entered into a definitive agreement to sell the World Series of Poker (“WSOP”) trademark to NSUS Group Inc (“NSUS”) for $ 250 million in cash at closing and a $ 250 million note receivable for total consideration of $ 500 million.

On October 29, 2024, the Company closed the sale to NSUS, resulting in a gain of $ 317 million, which was recorded in Transaction and other costs , net in the Statements of Operations.

The note receivable bears interest at market rate plus an applicable margin, which resets quarterly.

Interest and principal are due quarterly through its maturity date of October 29, 2029.

Concurrent with signing the sale agreement, the Company entered into licensing agreements with NSUS that allows the Company to continue its current operations within the United States, including the WSOP’s live tournament series in Las Vegas for the next 20 years.

The WSOP trademark asset was previously reported within the Caesars Digital segment.

See Note 5 for further discussion on the trademarks associated with the sale.

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:

On April 22, 2021 when the William Hill acquisition was consummated, the Company’s intent was to divest William Hill International.

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

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.

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

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.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following information presents the net revenues and net loss for the Company’s discontinued operations:

Year Ended December 31, 2022

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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 )

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

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.

Property and Equipment

12 unchanged sentences

See Note 7 for further discussion of our leases.

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.

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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.

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

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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.

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.

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Impairment charges are presented on the Statements of Operations.

As a result of the finalized and approved capital and operating plans and the completion of the annual impairment testing 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.

As a result of the finalized and approved capital and operating plans and the completion of impairment tests during the year ended December 31, 2024, the Company recognized impairment charges in our Regional and Las Vegas segments.

Our Regional segment’s impairments were due to a decrease in projected future cash flows at certain regional properties primarily due to localized competition within certain markets.

The Company identified six reporting units in the Regional segment with estimated fair values associated with trademarks, gaming rights and goodwill below their respective carrying values and recorded impairments.

This resulted in trademark impairment of $ 15 million, gaming rights impairment of $ 73 million and goodwill impairment of $ 182 million within the segment.

Impairment charges of $ 32 million to a trademark were also recorded due to the performance of our smallest brand in the Las Vegas segment.

During 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 to 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.

In December 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.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Changes in Carrying Value of Goodwill by Segment

3 unchanged sentences

$ 6,889 $ 3,093 $ 1,204 $ — $ 11,186

Other — — — — —

Balance as of December 31, 2023

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$ 6,889 $ 3,093 $ 1,204 $ — $ 11,186

Other — — — — —

( 207 ) — — — ( 207 )

Balance as of December 31, 2024

9 unchanged sentences

____________________

(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.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(a) Sale of the LINQ Promenade;

(b) $ 1.0 billion of goodwill within the Regional segment and $ 462 million within the Las Vegas segment is associated with reporting units with zero or negative carrying value.

Changes in Carrying Amount of Intangible Assets Other than Goodwill

4 unchanged sentences

Amortization expense ( 135 ) ( 144 ) — — ( 135 ) ( 144 )

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

Other — 28 — ( 28 ) — —

Acquisition of developed technology

21 — — — 21 —

Acquisition of gaming rights and customer relationships

26 30 — 4 26 34

( 2 ) — ( 180 ) — ( 182 ) —

Balance as of December 31 $ 856 $ 946 $ 3,277 $ 3,577 $ 4,133 $ 4,523

____________________

(a) Includes sale of the WSOP trademark, see Note 3 .

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

23 unchanged sentences

Estimated annual amortization expense $ 132 $ 132 $ 86 $ 45 $ 44

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.

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

Balances as of December 31, 2023 $ 94 $ — $ 3 $ 97

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Accrued Other Liabilities

5 unchanged sentences

Self-insurance claims and reserves (See Note 8 )

Disputed claims liability 26 26

Operating lease liability (See Note 7 )

Accrued marketing 21 23

Disputed claims liability — 26

Other accruals 344 342

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Disputed Claims Liability

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

The disputed claims liability represented certain unsecured claims related to Caesars Entertainment Corporation’s bankruptcy assumed from the Merger.

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

2 unchanged sentences

The Company’s lease agreements do not contain any material restrictive covenants, other than those described below.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Lessee Arrangements

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During the years ended December 31, 2024 and 2023, the Company disposed of $ 1 million and $ 7 million, respectively, of ROU assets and lease liabilities.

The Company has elected the short-term lease measurement and recognition exemption and does not establish ROU assets or liabilities for operating leases with terms of 12 months or less.

Leases recorded on the balance sheet consist of the following:

(In millions) Classification on the Balance Sheet 2024 2023

Operating lease ROU assets (a)

Other long-term assets, net $ 622 $ 639

Current operating lease liabilities (a)

Operating lease ROU assets Other long-term assets, net $ 604 $ 622

Current operating lease liabilities

Accrued other liabilities 21 23

Non-current operating lease liabilities (a)

Non-current operating lease liabilities

Other long-term liabilities 716 728

___________________

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Lease Terms and Discount Rate December 31,

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Total lease liability $ 737

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Finance Leases

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Regional Lease includes a Put-Call 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 Put-Call Right Agreement whereby the Company could have required VICI to purchase and lease back (as lessor) or whereby VICI could have required 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”) was not exercised by either party prior to the December 31, 2024 expiration.

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

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

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.

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 20 years, plus renewal options, using an imputed discount rate of approximately 9.75 %.

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 GLPI Master Lease, inclusive of all amendments, provides for (i) an initial term of 20 years (through September 2038), (ii) four five-year renewals at the Company’s option, (iii) annual land and building base rent of $ 24 million and $ 63 million, respectively, (iv) 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 (v) relief from the operating, capital expenditure and financial covenants in the event of involuntary closures.

CEI also leases the real estate underlying Horseshoe St.

Louis from GLPI, (the “Lumière Lease”).

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, and (v) 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:

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The future minimum payments related to the GLPI Leases, including the Lumière Lease, and VICI Leases financing obligations, as amended, at December 31, 2024 were as follows:

(In millions) GLPI Leases VICI Leases

9 unchanged sentences

Financing obligation $ 1,271 $ 11,568

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, 2024, 2023 and 2022 were as follows:

9 unchanged sentences

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 GLPI Leases require the Company to maintain a minimum adjusted revenue to rent ratio of 1.20 :1.

The Company was in compliance with all applicable covenants as of December 31, 2024.

9 unchanged sentences

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.

Revenue from conventions is primarily included in Food and beverage revenue in the Statement of Operations, and during the years ended December 31, 2024, 2023 and 2022, lease revenue related to conventions was $ 51 million, $ 40 million and $ 34 million, respectively.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Real Estate Operating Leases

6 unchanged sentences

Real estate lease revenue includes $ 62 million, $ 68 million and $ 64 million of variable rental income for the years ended December 31, 2024, 2023 and 2022, respectively.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Maturities of Lease Receivables

3 unchanged sentences

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.

Such proceedings can be costly, time consuming, 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.

2 unchanged sentences

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.

3 unchanged sentences

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

6 unchanged sentences

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Contractual Commitments

Capital Commitments

Harrah’s New Orleans

Caesars 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.

In connection with these amendments, the Company was required to make a capital investment of at least $ 325 million on, or around our property, which the Company completed in October 2024 with the transformation of Harrah’s to Caesars New Orleans.

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.

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

Some of the agreements provide Caesars with exclusivity to access the aforementioned rights within the casino and/or sports betting category.

As of December 31, 2024 and 2023 , obligations related to these agreements were $ 421 million and $ 605 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.

These obligations are composed of various third-party agreements which have been entered into by the Company for certain of our Las Vegas and Regional properties, or our Caesars Digital segment.

The agreements include leasing of event suites that are generally considered short-term leases for which the Company does 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.

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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.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company recorded a gain of $ 38 million during the year ended December 31, 2022, which is included in Transaction and other costs, net in our Statements of Operations, as the proceeds received for the cost to replace damaged property is in excess of the respective carrying value of the assets.

The construction of our new land-based casino, Horseshoe Lake Charles, was completed and reopened in December 2022.

Long-Term Debt

3 unchanged sentences

CEI Term Loan A 2028 variable 675 673 710

CVA Revolving Credit Facility

2029 variable — — —

CVA Delayed Draw Term Loan

2029 variable 295 288 —

CEI Term Loan B

1 unchanged sentence

2,056 2,021 2,432

CRC Senior Secured Notes (a)

CEI Term Loan B-1

2031 variable

2,878 2,844 —

CEI Senior Secured Notes due 2025 (a)

CEI Senior Secured Notes due 2030

2030 7.00 % 2,000 1,982 1,978

1 unchanged sentence

2032 6.50 % 1,500 1,484 —

Baltimore Revolving Credit Facility N/A

Baltimore Term Loan N/A

Convention Center Mortgage Loan N/A

CRC Incremental Term Loan

CRC Term Loan

CEI Senior Secured Notes due 2025

CRC Senior Secured Notes

Unsecured Debt

3 unchanged sentences

2029 4.625 % 1,200 1,190 1,188

CEI Senior Notes due 2032

6.00 % 1,100 1,086 —

Special Improvement District Bonds 2037 4.30 % 42 42 45

7 unchanged sentences

Fair value $ 12,267

____________________

(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

(In millions) 2025 2026 2027 2028 2029 Thereafter

Annual maturities of long-term debt $ 109 $ 109 $ 655 $ 639 $ 1,484 $ 9,298 $ 12,294

Estimated interest payments 790 780 780 690 670 730 4,440

Total debt service obligation (b)

Total debt service obligation (a)

$ 899 $ 889 $ 1,435 $ 1,329 $ 2,154 $ 10,028 $ 16,734

____________________

(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.

(a) 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.

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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 current portion of long-term debt as of December 31, 2024 includes the principal payments on the term loans, special improvement district bonds, and other unsecured borrowings that are contractually due within 12 months.

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

6 unchanged sentences

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.

Net amortization of the debt issuance costs and the discount and/or premium associated with the Company’s indebtedness totaled $ 30 million, $ 48 million and $ 139 million for the years ended December 31, 2024, 2023 and 2022, respectively, and is included in interest expense.

The fair value of debt has been calculated primarily based on the borrowing rates available as of December 31, 2024 and based on market quotes of our publicly traded debt.

3 unchanged sentences

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

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.

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”) and will 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 CEI Revolving Credit Facility includes a letter of credit sub-facility of $ 388 million and contains reserves of $ 40 million which are available only for certain permitted uses.

On October 5, 2022, Caesars entered into an amendment to the CEI Credit Agreement pursuant to which the Company 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 and made certain other amendments to the CEI Credit Agreement.

The CEI Term Loan A will 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 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.

Borrowings under the CEI Revolving Credit Facility and the CEI Term Loan A bear interest, paid at least quarterly, at a rate equal to, at the Company’s option, either (a) a forward-looking term rate based on the Secured Overnight Financing Rate (“Term SOFR”) for the applicable interest period plus an adjustment of 0.10 % per annum (the “Term SOFR Adjustment” and Term SOFR as so adjusted, “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 Term SOFR plus 1.00 % per annum, plus, in the case of the CEI Revolving Credit Facility and the CEI Term Loan A only, the Term SOFR Adjustment, 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.

In addition, on a quarterly basis, the Company is required to pay each lender under the CEI Revolving Credit Facility a commitment fee in respect of any unused commitments under the 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.

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.

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

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

Borrowings under the CEI Term Loan B, as amended in May 2024 and November 2024, bear interest, paid at least quarterly, at a rate equal to, at the Company’s option, either (a) Term SOFR, subject to a floor of 0.50 % or (b) the Base Rate, in each case, plus an applicable margin.

Such applicable margin is 2.25 % per annum in the case of any Term SOFR loan and 1.25 % per annum in the case of any Base Rate loan.

The CEI Term Loan B was issued at a price of 99.0 % of the principal amount and will mature on February 6, 2030.

On June 28, 2024, the Company made a voluntary repayment of $ 100 million in aggregate principal amount of the CEI Term Loan B with cash on hand.

Following the closing of the sale of the LINQ Promenade in December 2024, the Company utilized the proceeds from the sale, as well as cash on hand to make voluntary prepayments totaling $ 300 million of the outstanding principal of the CEI Term Loan B and recognized a $ 5 million loss on the early extinguishment of debt during the year ended December 31, 2024.

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

1 unchanged sentence

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.

Borrowings under the CEI Term Loan B-1, as amended in November 2024, bear interest, paid at least quarterly, at a rate equal to, at the Company’s option, either (a) Term SOFR, subject to a floor of 0.50 % or (b) the Base Rate, in each case, plus an applicable margin.

Such applicable margin is 2.25 % per annum in the case of any Term SOFR loan and 1.25 % per annum in the case of any 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.

The net proceeds from the issuance of the CEI Senior Secured Notes due 2032 (defined below) 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 recognized $ 48 million of loss on early extinguishment of debt during the year ended December 31, 2024.

During the year ended December 31, 2024, 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, 2024, the Company had $ 2.1 billion of available borrowing capacity under the CEI Revolving Credit Facility, after consideration of $ 84 million in outstanding letters of credit, $ 46 million committed for regulatory purposes and the reserves described above.

Caesars Virginia Senior Revolving and Delayed Draw Term Loan Credit Facility due 2029

On April 26, 2024, Caesars Virginia, LLC entered into a credit agreement with Wells Fargo Bank, N.A., as administrative agent and collateral agent, and certain banks and other financial institutions and lenders party thereto, which provides for a senior secured first lien multi-draw term loan facility in an aggregate principal amount of $ 400 million (the “CVA Delayed Draw Term Loan”) and a senior secured first lien revolving credit facility in an aggregate principal amount of $ 25 million (the “CVA Revolving Credit Facility”), both maturing on April 26, 2029.

The CVA Delayed Draw Term Loan requires quarterly principal payments commencing on March 31, 2025.

The CVA Revolving Credit Facility and the CVA Delayed Draw Term Loan are subject to a variable rate of interest based on Term SOFR plus an applicable margin.

The CVA Revolving Credit Facility includes a $ 10 million letter of credit sub-facility.

As of December 31, 2024, there was $ 295 million utilized under the CVA Delayed Draw Term Loan and $ 25 million of available borrowing capacity under the CVA Revolving Credit Facility.

CEI Senior Secured Notes due 2030

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

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

1 unchanged sentence

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 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

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

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 2032

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.

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.

1 unchanged sentence

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

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

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

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.

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

CEI Senior Secured Notes due 2025

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

(the “Escrow Issuer”) issued $ 3.4 billion in aggregate principal amount of the CEI Senior Secured Notes due 2025 at 6.25 % 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 scheduled to mature on July 1, 2025, with interest payable semi-annually on January 1 and July 1 of each year.

On February 6, 2024, the Company fully tendered, redeemed, repurchased, defeased, and/or satisfied and discharged any and all of the principal amounts, including accrued and unpaid interest, related expenses and fees.

CRC Senior Secured Notes due 2025

On July 6, 2020, the Escrow Issuer issued $ 1.0 billion in aggregate principal amount of the CRC Senior Secured Notes due 2025 at 5.75 % 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 scheduled to mature on July 1, 2025, with interest payable semi-annually on January 1 and July 1 of each year.

On February 16, 2024, the Company fully tendered, redeemed , repurchased, defeased, and/or satisfied and discharged any and all of the principal amounts, including accrued and unpaid interest, related expenses and fees.

CEI Senior Notes due 2027

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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.

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

The net proceeds from the issuance of the CEI Senior Notes due 2032 (defined below) were used to redeem approximately $ 1.1 billion of the principal amount, including accrued and unpaid interest, related expenses and fees of the CEI Senior Notes due 2027.

As a result of the early repayment, the Company recognized $ 31 million of loss on extinguishment of debt during the year ended December 31, 2024.

CEI Senior Notes due 2029

2 unchanged sentences

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.

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

CEI Senior Notes due 2032

On October 17, 2024, the Company issued $ 1.1 billion in aggregate principal amount of 6.00 % Senior Notes due 2032 (the “CEI Senior Notes due 2032”) pursuant to an indenture dated as of October 17, 2024, by and among the Company, the subsidiary guarantors party thereto, and U.S.

Bank Trust Company, National Association, as trustee.

The CEI Senior Notes due 2032 rank equally with all existing and future senior unsecured indebtedness of the Company and the subsidiary guarantors.

The CEI Senior Notes due 2032 will mature on October 15, 2032, with interest payable semi-annually on April 15 and October 15 of each year, commencing April 15, 2025.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Summary of Debt and Revolving Credit Facility Cash Flows from Financing Activities in 2024

2 unchanged sentences

CEI Term Loan A — 37

CVA Delayed Draw Term Loan 295 —

CEI Term Loan B — 425

CEI Term Loan B-1 2,900 22

CEI Senior Secured Notes due 2032 1,500 —

CEI Senior Secured Notes due 2025 — 3,399

Baltimore Term Loan — 267

Mortgage Loan

CRC Incremental Term Loan — 1,004

CRC Term Loan — 3,415

CRC Senior Secured Notes — 989

CEI Senior Notes due 2027 — 1,065

CEI Senior Notes due 2032

Special Improvement District Bonds — 3

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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.

The CEI Revolving Credit Facility, the CEI Term Loan A, the CEI Term Loan B, the CEI Term Loan B-1 and the indentures governing the CEI Senior Secured Notes due 2030, the CEI Senior Secured Notes due 2032, the CEI Senior Notes due 2027, the CEI Senior Notes due 2029 and the CEI Senior Notes due 2032 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.

The CEI Revolving Credit Facility and the CEI Term Loan A include a maximum net total leverage ratio financial covenant of 6.50 :1.

In addition, the CEI Revolving Credit Facility and the CEI Term Loan A include a minimum fixed charge coverage ratio financial covenant of 2.0 :1.

From and after the repayment of the CEI Term Loan A, the financial covenants applicable to the 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, 2024, the Company was in compliance with all of the applicable financial covenants described above.

The CVA Revolving Credit Facility and the CVA Delayed Draw Term Loan contain covenants which are standard and customary for this type of agreement, including a maximum net total leverage ratio financial covenant of 4 :1 and a minimum fixed charge coverage ratio financial covenant of 1.05 :1.

Caesars Virginia LLC’s compliance requirements commence starting March 31, 2025.

The CEI Revolving Credit Facility, the CEI Term Loan A, the CEI Term Loan B, the CEI Term Loan B-1 the CEI Senior Secured Notes due 2030 and the CEI Senior Secured Notes due 2032 are guaranteed on a senior secured basis by each existing and future material wholly-owned domestic subsidiary of the Company 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, the CEI Senior Notes due 2029 and the CEI Senior Notes due 2032 are guaranteed on a senior unsecured basis by such subsidiaries.

The CVA Revolving Credit Facility and the CVA Delayed Draw Term Loan are secured by substantially all material assets of Caesars Virginia, LLC and any newly formed wholly-owned subsidiary of Caesars Virginia, LLC.

CEI does not provide a guarantee of these facilities.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

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

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

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

Revenue Recognition

2 unchanged sentences

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.

Casino revenue represents the Company’s 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.

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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.

Such periods are not 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.

8 unchanged sentences

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.

The Company’s Statements 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.

7 unchanged sentences

Net revenues $ 4,274 $ 5,539 $ 1,163 $ 274 $ ( 5 ) $ 11,245

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Year Ended December 31, 2023

5 unchanged sentences

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Year Ended December 31, 2022

29 unchanged sentences

Accounts receivable, net $ 470 $ 608

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Allowance for Doubtful Accounts

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See Note 7 for further details.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Contract and Contract Related Liabilities

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

CAESARS ENTERTAINMENT, INC.

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.

5 unchanged sentences

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:

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes the activity related to short-term and long-term contract and contract related liabilities:

Outstanding Chip Liability Caesars Rewards Customer Deposits and Other Deferred Revenue

3 unchanged sentences

Increase (decrease) $ 5 $ ( 3 ) $ ( 7 ) $ ( 1 ) $ ( 144 ) $ —

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.

Customer deposits and other deferred revenues decreased in 2024 primarily due to a reduction in both advanced ticket sales and gaming deposits.

Complimentaries

7 unchanged sentences

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.

Basic earnings per share (“EPS”) is computed by dividing net income (loss) attributable to Caesars 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.

For a period in which the Company generated a net loss from continuing operations attributable to Caesars, 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.

CAESARS ENTERTAINMENT, INC.

30 unchanged sentences

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.

The Company maintains long-term incentive plans which allow for granting stock-based compensation awards of Company Common Stock to directors, employees, officers, and consultants or advisers who render services to the Company or its subsidiaries, 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.

1 unchanged sentence

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.

On April 24, 2024, the Board approved an amendment to the 2015 Plan and the Company’s stockholders subsequently approved the adoption of the amended and restated 2015 Plan on June 11, 2024.

The amendment to the 2015 Plan allows for, among other things, an increase in the number of shares available for future grants to 8 million shares, plus the number of shares available for issuance under the 2015 Plan on the date the Company’s stockholders approved the amendment.

As of December 31, 2024, the Company had approximately 10 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.

3 unchanged sentences

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.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Total stock-based compensation expense in the accompanying Statements of Operations was $ 94 million, $ 104 million and $ 101 million during the years ended December 31, 2024, 2023 and 2022, respectively.

These amounts are included in Corporate expenses in the Company’s Statements of Operations.

Restricted Stock Unit Activity

15 unchanged sentences

During the year ended December 31, 2024, the Company granted PSUs to employees of the Company with an aggregate fair value of $ 5 million as of December 31, 2024.

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.

21 unchanged sentences

A summary of the MSUs activity for the year ended December 31, 2024 is presented in the following table:

Units Weighted- Average Fair Value (a)

Units Weighted Average Grant Date Fair Value (a)

Unvested outstanding as of December 31, 2023

9 unchanged sentences

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

Vested and expected to vest as of December 31, 2023

Exercisable as of December 31, 2023

There was no stock option activity during the year ended December 31, 2024.

Stock Option Exercises

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As of December 31, 2024, the Company had $ 105 million of unrecognized compensation expense, which is expected to be recognized over a weighted-average period of 1.8 years.

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.

Accumulated Other Comprehensive Income

The changes in AOCI by component, net of tax, for the periods through December 31, 2024 and 2023 are shown below.

Changes in AOCI by component, net of tax

(In millions) Unrealized Net Gains on Derivative Instruments Foreign Currency Translation Adjustments Other Total

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

Other comprehensive loss before reclassifications — — ( 1 ) ( 1 )

Total other comprehensive loss, net of tax — — ( 1 ) ( 1 )

Balances as of December 31, 2024 $ 94 $ — $ 2 $ 96

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.

On November 8, 2018, the Company announced that its Board of Directors authorized a $ 150 million common stock repurchase program (the “2018 Share Repurchase Program”).

For the year ended December 31, 2024, the Company acquired 3,872,478 shares of common stock under the 2018 Share Repurchase Program at an aggregate value of $ 141 million, excluding any applicable excise taxes, and an average of $ 36.38 per share.

In connection with these repurchases, including repurchases of $ 9 million in 2018, the 2018 Share Repurchase Program was completed and all shares repurchased under the 2018 Share Repurchase Program were retired.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

On October 2, 2024, the Company announced that its Board of Directors authorized a $ 500 million common stock repurchase program (the “2024 Share Repurchase Program”).

Under the 2024 Share Repurchase Program, 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.

As of December 31, 2024, the Company has acquired 1,262,990 shares of common stock under the 2024 Share Repurchase Program at an aggregate value of $ 50 million, excluding any applicable excise taxes, and an average of $ 39.59 per share.

The 2024 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 2024 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.

All share repurchases under the 2024 Share Repurchase Program are retired upon repurchase.

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Shares Held in Escrow

In connection with the settlement of convertible notes during 2021, the Company issued approximately 139 thousand shares of common stock, at a fair value of approximately $ 14 million.

The shares were contributed to, and held in, an escrow trust which was recorded within Treasury stock.

During the year ended December 31, 2024, the shares were released from escrow and returned to the Company following an update to the estimated disputed claims liability.

Employee Benefit Plans

6 unchanged sentences

As of December 31, 2024, 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.

We did not make cash contributions to the pension plan during 2024, 2023 and 2022.

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, 2024, the fair value of the plan assets was $ 29 million and benefit obligations totaled $ 19 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.

Contributions to the plan were $ 2 million for each of the years ended December 31, 2024, 2023 and 2022, respectively.

Deferred Compensation Plans

10 unchanged sentences

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.

Each of the plans are now frozen and 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 $ 30 million and $ 31 million as of December 31, 2024 and 2023, respectively.

CEI is a party to a trust agreement (the “Trust Agreement”) and an escrow agreement with respect to all five of the existing deferred compensation plans (the “Escrow Agreement”), each structured as a so-called “rabbi trust” arrangement, which holds assets that may be used to satisfy obligations under the existing deferred compensation plans above.

Amounts held pursuant to the Trust Agreement and the Escrow Agreement were $ 67 million and $ 60 million, as of December 31, 2023 and 2022, respectively, and have been reflected within Other long-term assets, net in the Balance Sheets.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Amounts held pursuant to the Trust Agreement and the Escrow Agreement were $ 53 million and $ 67 million, as of December 31, 2024 and 2023, respectively, and have been reflected within Other long-term assets, net in the Balance Sheets.

Multi-employer Pension Plans

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82-0994119/ 001

Red Yes 10 9 9 No Various up to May 31, 2026

Red Yes 11 10 9 No Various up to September 30, 2027

Central Pension Fund of the IUOE & Participating Employers 36-6052390/ 001

1 unchanged sentence

Western Conference of Teamsters Pension Plan 91-6145047/ 001

Green No 7 6 5 N/A March 31, 2024

Green No 7 7 6 N/A August 31, 2029

Painters IUPAT 52-6073909/ 001

1 1 1 No Various up to June 30, 2026

Red Yes 1 1 1 No June 30, 2026

Other Funds 4 4 3

11 unchanged sentences

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.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The components of the Company’s provision for income taxes for the years ended December 31, 2024, 2023 and 2022 are presented below.

4 unchanged sentences

$ ( 124 ) $ ( 60 ) $ ( 565 )

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Income Tax Provision (Benefit) from Continuing Operations

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Nondeductible compensation and benefits 17 16 13

Goodwill impairment 3 3 —

Nondeductible convertible notes costs — — 42

Decrease in uncertain tax positions — ( 1 ) ( 6 )

Goodwill impairment and write offs 53 3 3

Increase (decrease) in uncertain tax positions 1 — ( 1 )

Change in tax rates from change in tax law before valuation allowance 38 25 86

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Tax credits ( 10 ) ( 14 ) ( 10 )

Deferred tax recognition on life insurance — — 17

Reported income tax provision (benefit) $ 87 $ ( 888 ) $ ( 41 )

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Balance as of beginning of year $ 124 $ 128 $ 157

Acquisition of William Hill — — 32

Sale of William Hill International — — ( 24 )

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We accrue interest and penalties related to unrecognized tax benefits in income tax expense.

During 2024, we decreased our unrecognized tax benefits by $ 8 million, primarily due to a reduction in the Louisiana state tax rate due to a change in tax law.

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.

There was an accrual for the payment of interest and penalties of $ 1 million as of December 31, 2024 and no accrual for the payment of interest and penalties as of December 31, 2023.

Included in the balances of unrecognized tax benefits as of December 31, 2024 and December 31, 2023 was $ 106 million and $ 112 million, respectively, of unrecognized tax benefits that, if recognized, would impact the effective tax rate.

11 unchanged sentences

Conversely, if these issues are resolved favorably in the future, the related provision would be reduced, thus having a favorable impact on earnings.

Related Party Transactions

Related Party and Affiliate Transactions

The Company owns the entire parcel on which Eldorado Resort Casino Reno is located, except for approximately 30,000 square feet which is leased from C.

10 unchanged sentences

In May 2023, the Company entered into a joint venture, CVA Holdco, LLC, with EBCI and an additional minority partner, to construct, own and operate a gaming facility in Danville, Virginia (“Caesars Virginia”).

Caesars Virginia opened in a temporary facility on May 15, 2023 which will be replaced by a permanent facility that is currently under construction and is estimated to open in late 2024.

As the managing member, the Company will operate the business and manage the development, construction, financing, marketing, leasing, maintenance and day-to-day operation of the various phases of the project.

While the Company holds a 49.5 % variable interest in the joint venture, it is the primary beneficiary;

as such, the joint venture’s operations are included in the Financial Statements, with a minority interest recorded reflecting the operations attributed to the other partners.

Caesars Virginia opened in a temporary facility on May 15, 2023 followed by the completion of construction and opening of the permanent facility on December 17, 2024.

As the managing member, the Company operates the business and has managed the development, construction, financing, marketing, leasing, maintenance and day-to-day operation of the various phases of the project.

The Company holds a 50.0 % variable interest in the joint venture and 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 partner.

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.

Company participates ratably, based on ownership percentage, with the partners in the profits and losses of the joint venture.

During the year ended December 31, 2024, the Company made distributions totaling $ 16 million to the partners.

Pompano Joint Venture

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 and is recorded in Investment in and advances to unconsolidated affiliates on the Balance Sheets.

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

Investment in Pompano Joint Venture

(In millions)

Balance as of January 1, 2023

Contributions

Equity in earnings

Balance as of December 31, 2023

Distributions

Equity in earnings

Balance as of December 31, 2024 $ 119

Segment Information

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Also, see Note 3 , Note 4 and Note 5 for a discussion of the impairment of intangibles and long-lived assets related to certain segments.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table sets forth certain information regarding our properties (listed by segment in which each property is reported) as of December 31, 2024:

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Caesars Atlantic City Harveys Lake Tahoe

Caesars Virginia (a)

Caesars New Orleans

Horseshoe Baltimore

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Flamingo Las Vegas

Circus Circus Reno Horseshoe Black Hawk

Caesars Virginia (a)

Horseshoe Black Hawk

Harrah’s Cherokee

Harrah’s Las Vegas

Eldorado Gaming Scioto Downs Horseshoe Bossier City Harrah’s Cherokee Valley River

Circus Circus Reno Horseshoe Bossier City Harrah’s Cherokee Valley River

Horseshoe Las Vegas

Eldorado Resort Casino Reno Horseshoe Council Bluffs Harrah’s Resort Southern California

Eldorado Gaming Scioto Downs Horseshoe Council Bluffs Harrah’s Resort Southern California

The LINQ Hotel & Casino

Grand Victoria Casino Horseshoe Hammond Caesars Windsor

Eldorado Resort Casino Reno Horseshoe Hammond Caesars Windsor

Paris Las Vegas

Harrah’s Atlantic City

Horseshoe Indianapolis

Grand Victoria Casino Horseshoe Indianapolis

Planet Hollywood Resort & Casino

Harrah’s Columbus Nebraska (b)

Harrah’s Atlantic City

Horseshoe Lake Charles

Caesars Southern Indiana

Harrah’s Council Bluffs

Caesars Republic Scottsdale

Harrah’s Columbus Nebraska (b)

Horseshoe St.

Harrah’s Northern California

Caesars Southern Indiana

Caesars Digital Harrah’s Council Bluffs

Horseshoe Tunica 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

Harrah’s Hoosier Park Racing & Casino

Isle of Capri Casino Boonville

Harrah’s Lake Tahoe

Harrah’s Joliet

Isle of Capri Casino Lula

Harrah’s Laughlin

Harrah’s Lake Tahoe

Isle Casino Waterloo

Harrah’s Metropolis

Harrah’s Laughlin

Lady Luck Casino - Black Hawk

Harrah’s New Orleans

Harrah’s Metropolis

Silver Legacy Resort Casino

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(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.

The construction of the permanent facility of Caesars Virginia was complete and opened on December 17, 2024.

(b) Temporary gaming facility was open from June 12, 2023 through March 20, 2024, closing in anticipation of the permanent facility which opened on May 17, 2024, following weeks of construction disruption due to weather.

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.

On December 12, 2024, we sold the LINQ Promenade, which is an open-air dining, entertainment, and retail promenade next to The LINQ Hotel & Casino (the “LINQ”).

We continue to operate the High Roller, a 550 -foot observation wheel, and the Fly LINQ Zipline attraction, located on the east side of the Las Vegas Strip next to the LINQ.

The CAESARS FORUM 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.

We also opened our first non-gaming hotel experience in the United States on March 6, 2024 at Caesars Republic Scottsdale featuring approximately 270 hotel rooms, approximately 20,000 square feet of event space and hotel amenities including, pools, bars, lounges, and celebrity partnered restaurants.

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 Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer.

The CODM assesses segment performance by using Adjusted EBITDA, which is defined and reconciled to net income (loss) below.

The CODM uses Adjusted EBITDA during the annual budgeting process and evaluates budget-to-actual variances on a regular basis to make decisions about the allocation of operating and capital resources.

Annual incentive awards have historically been based on the achievement of Adjusted EBITDA as a primary metric as the Company believes it most accurately reflects our results and represents a key metric in our industry.

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.

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Adjusted EBITDA ( 166 ) ( 154 ) ( 124 )

Disaggregation of Certain Significant Expenses by Segment

Year Ended December 31, 2024

(In millions) Las Vegas Regional Caesars Digital Managed and Branded Corporate and Other Total

$ 4,274 $ 5,539 $ 1,163 $ 274 $ ( 5 ) $ 11,245

( 129 ) ( 1,202 ) ( 303 ) — —

Labor expense

( 1,177 ) ( 1,144 ) — — —

Other segment expenses (b)

( 1,061 ) ( 1,383 ) ( 743 ) ( 203 ) ( 161 )

Adjusted EBITDA

$ 1,907 $ 1,810 $ 117 $ 71 $ ( 166 ) $ 3,739

Year Ended December 31, 2023

(In millions) Las Vegas

Regional Caesars Digital Managed and Branded Corporate and Other Total

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

( 139 ) ( 1,269 ) ( 245 ) — —

Labor expense (a)

( 1,175 ) ( 1,154 ) — — —

Other segment expenses (b)

( 1,140 ) ( 1,393 ) ( 690 ) ( 231 ) ( 154 )

Adjusted EBITDA

$ 2,016 $ 1,962 $ 38 $ 76 $ ( 154 ) $ 3,938

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

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

( 137 ) ( 1,268 ) ( 239 ) — —

Labor expense (a)

( 1,091 ) ( 1,088 ) — — —

Other segment expenses (b)

( 1,095 ) ( 1,363 ) ( 975 ) ( 198 ) ( 124 )

Adjusted EBITDA

$ 1,964 $ 1,985 $ ( 666 ) $ 84 $ ( 124 ) $ 3,243

____________________

(a) Labor expense for the Las Vegas segment includes $ 49 million and $ 65 million for the years ended December 31, 2023 and 2022, respectively, related to Rio-All Suite Hotel & Casino which was divested at the end of the third quarter of 2023.

(b) The ‘Other segment expenses’ category for each of our reportable segments primarily includes:

• Las Vegas and Regional Segments - Cost of sales associated with food, beverage and retail offerings;

commission fees, talent fees and ticketing expenses associated with entertainment offerings;

utility costs;

costs of supplies;

repairs and maintenance charges;

professional fees;

marketing and advertising expenses;

software and licensing expenses;

rental costs;

and insurance expense.

• Caesars Digital - Labor costs directly associated with the operation and maintenance of the digital platforms;

professional fees;

marketing and advertising expenses;

and software and licenses expenses.

• Managed and Branded - Reimbursable expenses which are primarily payroll costs associated with our managed properties.

• Corporate and Other - Unallocated corporate payroll and overhead costs.

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.

Adjusted EBITDA is defined as revenues less certain operating expenses and is composed 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.

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Net loss from discontinued operations — — 386

Benefit for income taxes

(Benefit) provision for income taxes (a)

87 ( 888 ) ( 41 )

Other (income) loss (a)

Other income (b)

( 27 ) ( 10 ) ( 46 )

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Depreciation and amortization 1,324 1,261 1,205

Impairment charges 95 108 102

Transaction costs and other (b)

Impairment charges (c)

Transaction costs and other, net (d)

Stock-based compensation expense 94 104 101

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____________________

(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.

(a) Benefit for income taxes for the year ended December 31, 2023 includes the release of $ 940 million of valuation allowance against deferred tax assets.

(b) Other income for the year ended December 31, 2024 primarily represents a change in estimate of our disputed claims liability.

(c) Impairment charges for the year ended December 31, 2024 include impairments within our Regional segment as a result of a decrease in projected future cash flows at certain properties primarily due to localized competition and an impairment to a trademark due to the performance of our smallest brand in the Las Vegas segment.

(d) Transaction costs and other, net primarily includes non-cash losses on the write down and disposal of assets, gains from the sales of the WSOP trademark and the LINQ Promenade, insurance proceeds from property damage, professional services for transaction and integration costs, various contract exit or termination costs, pre-opening costs in connection with new property openings and expansion projects at existing properties, and non-cash changes in equity method investments.

Capital Expenditures, Net - By Segment

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$ 1,296 $ 1,264 $ 952

____________________

(a) Includes capital expenditures associated with our discontinued operations, where applicable.

Total Assets - By Segment

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data