Caesars Entertainment, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF CAESARS ENTERTAINMENT, INC. Page Report of Independent Registered Public Accounting Firm 58 Consolidated Balance Sheets 60 Consolidated Statements of Operations 61 Consolidated Statements of Comprehensive Income (Loss) 62 Consolidated Statements of Stockholders’ Equity 63 Consolidated Statements of Cash Flows 64 Notes to Consolidated Financial Statements 66 Table of Contents 57 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Caesars Entertainment, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Caesars Entertainment, Inc. and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit 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 for impairment at least annually and between annual test dates in certain circumstances. The Company performs its impairment test by comparing the fair value of each reporting unit to the carrying amount. The Company determines the established fair value of each reporting unit based on a combination of earnings before interest, taxes, depreciation, and amortization (“EBITDA”), valuation multiples, and estimated future cash flows discounted at rates commensurate with the capital structure and cost of capital of comparable market participants, considering the prevailing borrowing rates within the casino industry in general, and expected sales proceeds. The Company further evaluates the aggregate fair value of all reporting units and other non-operating assets in comparison to its aggregate debt and equity market capitalization at the test date. The Company performed its annual impairment assessment as of October 1, 2024. 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. Table of Contents 58 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 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. • We evaluated the reasonableness of the assumptions and estimates included in management’s forecasts by: ◦ Comparing forecasts to information included in the Company’s communications to the Board of Directors, projected information in industry reports, and analyst reports for the Company and peer companies. ◦ Conducting inquiries with property management. ◦ Considering the impact of changes in the competitive, regulatory, and economic environment on management’s projections. ◦ Assessing the reasonableness of strategic plans incorporated by management into the projections. ◦ Evaluating management’s estimate and the impact of any related expansion of gaming activities by analyzing historical information. • With the assistance of our valuation specialists, we evaluated the discount rates selected by management by: ◦ Assessing the impact of the uncertainty in the forecasts on the discount rates, including testing the underlying market-based source information used in the selection of the discount rates and the mathematical accuracy of the discount rate calculations. ◦ Developing a range of independent estimates and comparing those to discount rates selected by management. /s/ DELOITTE & TOUCHE LLP Las Vegas, Nevada February 25, 2025 We have served as the Company’s auditor since 2020. Table of Contents 59 CAESARS ENTERTAINMENT, INC. CONSOLIDATED BALANCE SHEETS December 31, (Dollars in millions, except par value) 2024 2023 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 866 $ 1,005 Restricted cash 95 122 Accounts receivable, net 470 608 Inventories 45 46 Prepayments and other current assets 271 264 Total current assets 1,747 2,045 Investments in and advances to unconsolidated affiliates 131 157 Property and equipment, net 14,812 14,756 Goodwill 10,601 10,990 Intangible assets other than goodwill 4,133 4,523 Deferred tax asset 62 47 Other long-term assets, net 1,104 848 Total assets $ 32,590 $ 33,366 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 296 $ 408 Accrued interest 242 369 Accrued other liabilities 1,625 1,848 Current portion of long-term debt 109 65 Total current liabilities 2,272 2,690 Long-term financing obligation 12,899 12,759 Long-term debt 12,033 12,224 Deferred tax liability 130 102 Other long-term liabilities 880 871 Total liabilities 28,214 28,646 Commitments and contingencies ( Note 8 ) STOCKHOLDERS' EQUITY: Preferred stock, $ 0.00001 par value, 150,000,000 shares authorized, no shares issued and outstanding — — Common stock, $ 0.00001 par value, 500,000,000 shares authorized, 211,325,086 and 215,800,650 issued and outstanding, net of treasury shares — — Additional paid-in capital 6,862 7,001 Accumulated deficit ( 2,801 ) ( 2,523 ) Treasury stock at cost, 0 and 363,016 shares held — ( 23 ) Accumulated other comprehensive income 96 97 Caesars stockholders' equity 4,157 4,552 Noncontrolling interests 219 168 Total stockholders’ equity 4,376 4,720 Total liabilities and stockholders’ equity $ 32,590 $ 33,366 The accompanying notes are an integral part of these consolidated financial statements. Table of Contents 60 CAESARS ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, (In millions, except per share data) 2024 2023 2022 NET REVENUES: Casino $ 6,267 $ 6,367 $ 5,997 Food and beverage 1,716 1,728 1,596 Hotel 2,016 2,090 1,957 Other 1,246 1,343 1,271 Net revenues 11,245 11,528 10,821 OPERATING EXPENSES: Casino 3,370 3,342 3,526 Food and beverage 1,073 1,049 935 Hotel 580 570 529 Other 396 434 411 General and administrative 1,920 2,012 2,068 Corporate 307 306 286 Impairment charges 302 95 108 Depreciation and amortization 1,324 1,261 1,205 Transaction and other costs, net ( 331 ) ( 13 ) 14 Total operating expenses 8,941 9,056 9,082 Operating income 2,304 2,472 1,739 OTHER EXPENSE: Interest expense, net ( 2,366 ) ( 2,342 ) ( 2,265 ) Loss on extinguishment of debt ( 89 ) ( 200 ) ( 85 ) 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 (provision) for income taxes ( 87 ) 888 41 Income (loss) from continuing operations, net of income taxes ( 211 ) 828 ( 524 ) Discontinued operations, net of income taxes — — ( 386 ) Net income (loss) ( 211 ) 828 ( 910 ) Net (income) loss attributable to noncontrolling interests ( 67 ) ( 42 ) 11 Net income (loss) attributable to Caesars $ ( 278 ) $ 786 $ ( 899 ) Net income (loss) per share - basic and diluted: Basic income (loss) per share from continuing operations $ ( 1.29 ) $ 3.65 $ ( 2.39 ) Basic loss per share from discontinued operations — — ( 1.80 ) Basic income (loss) per share $ ( 1.29 ) $ 3.65 $ ( 4.19 ) Diluted income (loss) per share from continuing operations $ ( 1.29 ) $ 3.64 $ ( 2.39 ) Diluted loss per share from discontinued operations — — ( 1.80 ) Diluted income (loss) per share $ ( 1.29 ) $ 3.64 $ ( 4.19 ) Weighted average basic shares outstanding 215 215 214 Weighted average diluted shares outstanding 215 216 214 The accompanying notes are an integral part of these consolidated financial statements. Table of Contents 61 CAESARS ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Years Ended December 31, (In millions) 2024 2023 2022 Net income (loss) $ ( 211 ) $ 828 $ ( 910 ) Foreign currency translation adjustments — 1 34 Change in fair market value of interest rate swaps, net of tax — — 21 Other ( 1 ) 4 — Other comprehensive income (loss), net of tax ( 1 ) 5 55 Comprehensive income (loss) ( 212 ) 833 ( 855 ) Amounts attributable to noncontrolling interests: Net (income) loss attributable to noncontrolling interests ( 67 ) ( 42 ) 11 Foreign currency translation adjustments — — 1 Comprehensive (income) loss attributable to noncontrolling interests ( 67 ) ( 42 ) 12 Comprehensive income (loss) attributable to Caesars $ ( 279 ) $ 791 $ ( 843 ) The accompanying notes are an integral part of these consolidated financial statements. Table of Contents 62 CAESARS ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Caesars Stockholders' Equity Preferred Stock Common Stock Treasury Stock (In millions) Shares Amount Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Amount Noncontrolling Interests Total Stockholders' Equity Balance, January 1, 2022 — $ — 214 $ — $ 6,877 $ ( 2,410 ) $ 36 $ ( 23 ) $ 61 $ 4,541 Stock-based compensation — — 1 — 102 — — — — 102 Net loss — — — — — ( 899 ) — — ( 11 ) ( 910 ) Other comprehensive income (loss), net of tax — — — — — — 56 — ( 1 ) 55 Shares withheld related to net share settlement of stock awards — — — — ( 26 ) — — — — ( 26 ) Transactions with noncontrolling interests — — — — — — — — ( 11 ) ( 11 ) Balance, December 31, 2022 — — 215 — 6,953 ( 3,309 ) 92 ( 23 ) 38 3,751 Stock-based compensation — — 1 — 104 — — — — 104 Net income — — — — — 786 — — 42 828 Other comprehensive income, net of tax — — — — — — 5 — — 5 Shares withheld related to net share settlement of stock awards — — — — ( 27 ) — — — — ( 27 ) Transactions with noncontrolling interests — — — — ( 29 ) — — — 88 59 Balance, December 31, 2023 — — 216 — 7,001 ( 2,523 ) 97 ( 23 ) 168 4,720 Stock-based compensation — — — — 94 — — — — 94 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 ) Balance, December 31, 2024 — $ — 211 $ — $ 6,862 $ ( 2,801 ) $ 96 $ — $ 219 $ 4,376 The accompanying notes are an integral part of these consolidated financial statements. Table of Contents 63 CAESARS ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, (In millions) 2024 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ ( 211 ) $ 828 $ ( 910 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Discontinued operations, net of income taxes — — 386 Depreciation and amortization 1,324 1,261 1,205 Amortization of deferred financing costs and discounts 179 200 297 Provision for doubtful accounts 49 41 25 Loss on extinguishment of debt 89 200 85 Non-cash lease amortization 26 51 54 (Gain) loss on investments ( 7 ) ( 5 ) 54 Stock-based compensation expense 94 104 101 (Gain) loss on sale or disposal of property, equipment, trademark and businesses ( 359 ) 22 5 Impairment charges 302 95 108 Deferred income taxes 87 ( 888 ) ( 41 ) Gain on derivatives — — ( 73 ) Other non-cash adjustments to net (income) loss ( 23 ) ( 40 ) ( 57 ) Change in operating assets and liabilities: Accounts receivable 86 ( 82 ) ( 143 ) Prepaid expenses and other assets ( 13 ) 39 ( 15 ) Income taxes receivable and payable, net ( 48 ) ( 27 ) ( 7 ) Accounts payable, accrued expenses and other liabilities ( 500 ) 10 ( 82 ) Other — — 1 Net cash provided by operating activities 1,075 1,809 993 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment ( 1,296 ) ( 1,264 ) ( 952 ) Acquisition of gaming rights and developed technology ( 15 ) ( 30 ) ( 11 ) Proceeds from sale of property, equipment, trademark and businesses 554 1 39 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 ) — Other — 36 ( 6 ) Net cash used in investing activities ( 704 ) ( 1,256 ) ( 768 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term debt and revolving credit facilities 7,525 5,460 1,500 Repayments of long-term debt and revolving credit facilities ( 7,670 ) ( 6,106 ) ( 2,738 ) Financing obligation payments ( 8 ) ( 8 ) ( 3 ) Debt issuance and extinguishment costs ( 121 ) ( 79 ) ( 12 ) Proceeds from issuance of common stock — — 1 Repurchase of common stock ( 191 ) — — Taxes paid related to net share settlement of equity awards ( 17 ) ( 27 ) ( 27 ) Payments to acquire ownership interest in subsidiary — ( 66 ) — Contributions from noncontrolling interest owners — 116 — Distributions to noncontrolling interest owners ( 16 ) ( 3 ) ( 3 ) Net cash used in financing activities ( 498 ) ( 713 ) ( 1,282 ) Table of Contents 64 Years Ended December 31, (In millions) 2024 2023 2022 CASH FLOWS FROM DISCONTINUED OPERATIONS: Cash flows from operating activities — — ( 18 ) Cash flows from investing activities — — 386 Net cash from discontinued operations — — 368 Effect of foreign currency exchange rates on cash — — ( 29 ) Decrease in cash, cash equivalents and restricted cash ( 127 ) ( 160 ) ( 718 ) Cash, cash equivalents and restricted cash, beginning of period 1,143 1,303 2,021 Cash, cash equivalents and restricted cash, end of period $ 1,016 $ 1,143 $ 1,303 RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONSOLIDATED BALANCE SHEETS: Cash and cash equivalents $ 866 $ 1,005 $ 1,038 Restricted cash 95 122 131 Restricted and escrow cash included in other long-term assets 55 16 134 Total cash, cash equivalents and restricted cash $ 1,016 $ 1,143 $ 1,303 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash interest paid for debt $ 1,052 $ 846 $ 805 Cash interest paid for rent related to financing obligations 1,324 1,286 1,205 Income taxes paid, net 48 26 22 NON-CASH INVESTING AND FINANCING ACTIVITIES: Payables for capital expenditures 174 169 145 Acquisition of intangible assets 32 — — Note receivable from WSOP trademark sale 250 — — The accompanying notes are an integral part of these consolidated financial statements. Table of Contents 65 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The accompanying consolidated financial statements include the accounts of Caesars Entertainment, Inc., a Delaware corporation, and its consolidated subsidiaries which may be referred to as the “Company,” “CEI,” “Caesars,” “we,” “our,” “us,” or the “Registrant” within these financial statements. We also refer to (i) our Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) as our “Statements of Operations,” (iii) our Consolidated Balance Sheets as our “Balance Sheets,” and (iv) our Consolidated Statements of Cash Flows as our “Statements of Cash Flows,” which are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). References to numbered “Notes” refer to Notes to our Consolidated Financial Statements included herein. Note 1. Organization and Description of Business Organization The Company is a geographically diversified gaming and hospitality company that was founded in 1973 by the Carano family with the opening of the Eldorado Hotel Casino in Reno, Nevada. Beginning in 2005, the Company grew through a series of acquisitions, including the acquisition of MTR Gaming Group, Inc. in 2014, Isle of Capri Casinos, Inc. in 2017, Tropicana Entertainment, Inc. in 2018, Caesars Entertainment Corporation in 2020, and William Hill PLC 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. 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 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 3 for a discussion of properties and assets recently sold and Note 16 for segment information. Note 2. 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 Our Financial Statements are prepared in accordance with accounting principles generally accepted in the United States, which requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities. Management believes the accounting estimates are appropriate and reasonably determined. Actual amounts could materially differ from those estimates. The presentation of financial information herein for the periods after the Company’s acquisitions or before divestitures of various properties is not fully comparable to the periods prior to their respective purchase or after the sale dates. See Note 3 for properties recently divested. Our Financial Statements include the accounts of Caesars Entertainment, Inc. and its subsidiaries after elimination of all intercompany accounts and transactions. Table of Contents 66 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Consolidation of Subsidiaries and Variable Interest Entities We consolidate all subsidiaries in which we have a controlling financial interest and variable interest entities (“VIEs”) for which we or one of our consolidated subsidiaries is the primary beneficiary. Control generally equates to ownership percentage, whereby (i) affiliates that are more than 50% owned are consolidated; (ii) investments in affiliates of 50% or less but greater than 20% are generally accounted for using the equity method where we have determined that we have significant influence over the entities; and (iii) investments in affiliates of 20% or less are generally accounted for as investments in equity securities. We consider ourselves the primary beneficiary of a VIE when we have both the power to direct the activities that most significantly affect the results of the VIE and the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. We review investments for VIE consideration if a reconsideration event occurs to determine if the investment qualifies, or continues to qualify, as a VIE. If we determine an investment qualifies, or no longer qualifies, as a VIE, there may be a material effect to our Financial Statements. 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: • Level 1: Observable inputs such as quoted prices in active markets. • Level 2: Inputs other than quoted prices in active markets that are either directly or indirectly observable. • Level 3: Unobservable inputs that reflect the Company’s own assumptions, as there is little, if any, related market activity. Cash and Cash Equivalents Cash equivalents include investments in money market funds that can be redeemed immediately at the current net asset value per share. A money market fund is a mutual fund whose investments are primarily in short-term debt securities designed to maximize current income with liquidity and capital preservation, usually maintaining per share net asset value at a constant amount, such as one dollar. The carrying amounts approximate the fair value because of the short maturity of those instruments (Level 1). Cash and cash equivalents also include cash maintained for gaming operations. Restricted Cash Restricted cash includes cash equivalents held in certificates of deposit accounts or money market type funds, that are not subject to remeasurement on a recurring basis, which are restricted under certain operating agreements or restricted for future capital expenditures in the normal course of business. Marketable Securities Marketable securities consist primarily of trading securities held by the Company’s 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) and represent the amounts the Company would expect to receive if the Company sold these marketable securities. 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. Table of Contents 67 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Advertising 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 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. Interest Expense, Net Years Ended December 31, (In millions) 2024 2023 2022 Interest expense $ 2,438 $ 2,394 $ 2,303 Capitalized interest ( 61 ) ( 40 ) ( 26 ) Interest income ( 11 ) ( 12 ) ( 12 ) Total interest expense, net $ 2,366 $ 2,342 $ 2,265 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 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. These updates apply to all entities subject to income taxes and will be effective for annual periods beginning after December 15, 2024. Early adoption is permitted. Updates will be applied on a prospective basis with the option to apply the standard retrospectively. We do not expect the amendments in this update to have a material impact on our Financial Statements. In October 2023, the FASB issued ASU 2023-06, “ Disclosure Improvements: Codification Amendments In Response to the SEC’s Disclosure Update and Simplification Initiative,” to clarify or improve disclosure and presentation requirements on a variety of topics and align the requirements in the FASB accounting standard codification with the Securities and Exchange Commission regulations. This guidance is effective for the Company no later than June 30, 2027. We do not expect the amendments in this update to have a material impact on our Financial Statements. Note 3. 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. Table of Contents 68 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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. Rio was reported within the Las Vegas segment. On May 5, 2022, the Company consummated the sale of the equity interests of Belle of Baton Rouge Casino & Hotel (“Baton Rouge”) to CQ Holding Company, Inc., resulting in a loss of $ 3 million. 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) LINQ Promenade Net revenues $ 25 Net income 16 Year Ended December 31, 2023 (In millions) LINQ Promenade Rio Net revenues $ 28 $ 145 Net income 21 15 Year Ended December 31, 2022 (In millions) LINQ Promenade Rio Baton Rouge 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 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. Table of Contents 69 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 (In millions) William Hill International Net revenues $ 820 Net loss ( 448 ) Note 4. Property and Equipment Property and equipment are stated at cost, except for assets acquired in our business combinations which were adjusted for fair value under Accounting Standards Codification (“ASC”) 805. Internal use software costs are capitalized during the application development stage. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful life of the asset as noted in the table below, or the term of the lease, whichever is less. Gains or losses on the disposal of property and equipment are included in operating income. Useful lives of each asset class are generally as follows: Buildings and improvements 3 to 40 years Land improvements 12 to 40 years Furniture, fixtures and equipment 3 to 15 years Riverboats 30 years A portion of our property and equipment is subject to various operating leases for which we are the lessor. Leased property includes our hotel rooms, convention space and retail space through various short-term and long-term operating leases. See Note 7 for further discussion of our leases. The Company evaluates its property and equipment and other long-lived assets for impairment whenever indicators of impairment exist. The Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment charge may be recorded for any difference between fair value and the carrying value. All recognized impairment losses are recorded as operating expenses, unless the assets represent a discontinued operation. See Note 3 for further discussion of impairment on assets previously held for sale. Property and Equipment, Net December 31, (In millions) 2024 2023 Land $ 2,059 $ 2,088 Buildings, riverboats, and leasehold and land improvements 14,866 13,543 Furniture, fixtures, and equipment 2,880 2,409 Construction in progress 167 762 Total property and equipment 19,972 18,802 Less: accumulated depreciation ( 5,160 ) ( 4,046 ) Total property and equipment, net $ 14,812 $ 14,756 Depreciation Expense Years Ended December 31, (In millions) 2024 2023 2022 Depreciation expense $ 1,189 $ 1,117 $ 1,018 Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease. Note 5. Goodwill and Intangible Assets, net The purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The Company determines the estimated fair values after review and consideration of relevant information including discounted cash flows, quoted market prices, and estimates made by Table of Contents 70 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) management. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is recorded as goodwill. Goodwill and indefinite-lived intangible assets must be reviewed for impairment at least annually and between annual test dates in certain circumstances. The Company performs its annual impairment tests as of October 1 of each fiscal year. The Company performs this assessment more frequently if impairment indicators exist. We utilized a combined income approach using a discounted cash flow method and a guideline public company method to determine the fair value of our goodwill. The Company performed the annual goodwill impairment test by comparing the fair value of each reporting unit with its carrying amount. The Company determines the estimated fair value of each reporting unit based on a combination of earnings before interest, taxes, depreciation and amortization (“EBITDA”), valuation multiples, and estimated future cash flows discounted at rates commensurate with the capital structure and cost of capital of comparable market participants, giving appropriate consideration to the prevailing borrowing rates within the casino industry in general, and expected sales proceeds. The Company also evaluates the aggregate fair value of all of its reporting units and other non-operating assets in comparison to its aggregate debt and equity market capitalization at the test date. EBITDA multiples and discounted cash flows are common measures used to value businesses in the industry. Indefinite-lived intangible assets consist primarily of trademarks, Caesars Rewards and expenditures associated with obtaining racing and gaming licenses. Indefinite-lived intangible assets are not subject to amortization but are subject to an annual impairment test. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess amount. Trademarks and Caesars Rewards were valued using the relief from royalty method, which presumes that without ownership of such trademarks or loyalty program, the Company would have to make a stream of payments to a brand or franchise owner in return for the right to use their name or program. By virtue of this asset, the Company avoids any such payments and records the related intangible value of the Company’s ownership of the brand name or program. Gaming rights represent intangible assets acquired from the purchase of a gaming entity located in a gaming jurisdiction where competition is limited, such as when only a limited number of gaming operators are allowed to operate in the jurisdiction. These gaming license rights are not subject to amortization as the Company has determined that they have indefinite useful lives. For gaming jurisdictions with high barriers of renewal of the gaming rights, such as material costs of renewal, the gaming rights are deemed to have a finite useful life and are amortized over the expected useful life. We used the Excess Earnings Method and a Cost Approach for estimating fair value for these gaming rights. Finite-lived intangible assets consist of trade names, customer relationships, reacquired rights, and technology acquired in business combinations. Amortization is recorded using the straight-line method over the estimated useful life of the asset. The Company evaluates for impairment whenever indicators of impairment exist. When indicators are noted, the Company then compares estimated future cash flows, undiscounted, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is recorded. Impairment charges are presented on the Statements of Operations. As a result of the finalized and approved capital and operating plans and the completion of 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. 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. Table of Contents 71 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Changes in Carrying Value of Goodwill by Segment (In millions) Las Vegas Regional Caesars Digital Managed and Branded CEI Total Gross Goodwill: Balance as of January 1, 2023 $ 6,889 $ 3,093 $ 1,204 $ — $ 11,186 Other — — — — — Balance as of December 31, 2023 6,889 3,093 1,204 — 11,186 Accumulated Impairment: Balance as of January 1, 2023 — ( 182 ) — — ( 182 ) Impairment — ( 14 ) — — ( 14 ) Balance as of December 31, 2023 — ( 196 ) — — ( 196 ) Net carrying value, as of December 31, 2023 $ 6,889 $ 2,897 $ 1,204 $ — $ 10,990 Gross Goodwill: Balance as of January 1, 2024 $ 6,889 $ 3,093 $ 1,204 $ — $ 11,186 Other (a) ( 207 ) — — — ( 207 ) Balance as of December 31, 2024 6,682 3,093 1,204 — 10,979 Accumulated Impairment: Balance as of January 1, 2024 — ( 196 ) — — ( 196 ) Impairment — ( 182 ) — — ( 182 ) Balance as of December 31, 2024 — ( 378 ) — — ( 378 ) Net carrying value, as of December 31, 2024 (b) $ 6,682 $ 2,715 $ 1,204 $ — $ 10,601 ____________________ (a) Sale of the LINQ Promenade; see Note 3 . (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 Amortizing Non-Amortizing Total (In millions) 2024 2023 2024 2023 2024 2023 Balance as of January 1 $ 946 $ 1,060 $ 3,577 $ 3,654 $ 4,523 $ 4,714 Impairment — — ( 120 ) ( 81 ) ( 120 ) ( 81 ) Amortization expense ( 135 ) ( 144 ) — — ( 135 ) ( 144 ) Acquisition of developed technology 21 — — — 21 — Acquisition of gaming rights and customer relationships 26 30 — 4 26 34 Other (a) ( 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 . Table of Contents 72 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill December 31, 2024 December 31, 2023 (Dollars in millions) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizing intangible assets Customer relationships 3 - 7 years $ 593 $ ( 432 ) $ 161 $ 587 $ ( 360 ) $ 227 Gaming rights and other 10 - 34 years 262 ( 42 ) 220 242 ( 28 ) 214 Trademarks 15 years 313 ( 109 ) 204 313 ( 91 ) 222 Reacquired rights 24 years 250 ( 38 ) 212 250 ( 28 ) 222 Technology 3 - 6 years 129 ( 70 ) 59 110 ( 49 ) 61 $ 1,547 $ ( 691 ) 856 $ 1,502 $ ( 556 ) 946 Non-amortizing intangible assets Trademarks 1,771 1,998 Gaming rights 983 1,056 Caesars Rewards 523 523 3,277 3,577 Total amortizing and non-amortizing intangible assets, net $ 4,133 $ 4,523 Amortization expense with respect to intangible assets for the years ended December 31, 2024, 2023 and 2022 totaled $ 135 million, $ 144 million and $ 187 million, respectively, which is included in Depreciation and amortization in the Statements of Operations. Estimated Five-Year Amortization Years Ended December 31, (In millions) 2025 2026 2027 2028 2029 Estimated annual amortization expense $ 132 $ 132 $ 86 $ 45 $ 44 Note 6. Accrued Other Liabilities Accrued other liabilities consisted of the following: December 31, (In millions) 2024 2023 Contract and contract related liabilities (See Note 10 ) $ 592 $ 749 Accrued payroll and other related liabilities 238 283 Accrued taxes 205 202 Self-insurance claims and reserves (See Note 8 ) 204 200 Operating lease liability (See Note 7 ) 21 23 Accrued marketing 21 23 Disputed claims liability — 26 Other accruals 344 342 Total accrued other liabilities $ 1,625 $ 1,848 Disputed Claims Liability The disputed claims liability represented certain unsecured claims related to Caesars Entertainment Corporation’s bankruptcy assumed from the Merger. Note 7. Leases The Company has operating and finance leases for various real estate and equipment. Certain of the Company’s lease agreements include rental payments based on a percentage of sales over specified contractual amounts, rental payments adjusted periodically for inflation and rental payments based on usage. The Company’s leases include options to extend the lease term one month to 73 years. The Company’s lease agreements do not contain any material restrictive covenants, other than those described below. Table of Contents 73 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Lessee Arrangements Operating Leases The Company leases real estate and equipment used in operations from third parties. As of December 31, 2024, the remaining term of the Company’s operating leases ranged from 1 to 67 years with various extension options available, if the Company elects to exercise them. However, the Company’s remaining terms only include extension options that we have determined are reasonably certain as of December 31, 2024. In addition to minimum rental commitments, certain of the Company’s operating leases provide for contingent rentals based on a percentage of revenues in excess of specified amounts. The Company does not include costs associated with non-lease components in the lease costs disclosed in the table below. During the years ended December 31, 2024 and 2023, the Company obtained $ 10 million and $ 41 million, respectively, of right-of-use (“ROU”) assets in exchange for new lease liabilities. 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: December 31, (In millions) Classification on the Balance Sheet 2024 2023 Assets: Operating lease ROU assets Other long-term assets, net $ 604 $ 622 Liabilities: Current operating lease liabilities Accrued other liabilities 21 23 Non-current operating lease liabilities Other long-term liabilities 716 728 Lease Terms and Discount Rate December 31, 2024 2023 Weighted Average Remaining Lease Term (in years) 31.7 32.1 Weighted Average Discount Rate 8.2 % 8.1 % Components of Lease Expense Years Ended December 31, (In millions) 2024 2023 2022 Operating lease expense $ 81 $ 96 $ 132 Short-term and variable lease expense 158 159 138 Total operating lease costs $ 239 $ 255 $ 270 Supplemental cash flow information related to leases is as follows: Cash payments included in the measurement of lease liabilities Years Ended December 31, (In millions) 2024 2023 2022 Operating cash flows for operating leases $ 81 $ 116 $ 110 Maturities of Lease Liabilities (In millions) Operating Leases 2025 $ 79 2026 77 2027 78 2028 75 2029 74 Thereafter 1,848 Total future minimum lease payments 2,231 Less: present value factor ( 1,494 ) Total lease liability $ 737 Table of Contents 74 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Finance Leases The Company has finance leases for certain equipment and real estate. As of December 31, 2024, the Company’s finance leases had remaining lease terms of up to approximately 34 years, some of which include options to extend the lease terms in one month increments. The Company’s finance lease ROU assets and liabilities were $ 60 million and $ 68 million as of December 31, 2024, respectively, and $ 69 million and $ 77 million as of December 31, 2023, respectively. Financing Obligations VICI Leases & Golf Course Use Agreement The fair value of the real estate assets and the related failed sale-leaseback financing obligations were estimated based on the present value of the estimated future lease payments over the lease term of 15 years, plus renewal options, using an imputed discount rate of approximately 11.01 %. CEI leases certain real property assets from VICI under the following agreements: (i) for a portfolio of properties located throughout the United States (the “Regional Lease”), (ii) for Caesars Palace Las Vegas and Harrah’s Las Vegas (the “Las Vegas Lease”), and (iii) for Harrah’s Joliet (the “Joliet Lease”), (collectively, “VICI Leases”). The lease agreements, inclusive of all amendments, include (i) a 15-year initial term with four five-year renewal options, (ii) initial annual fixed rent payments of $ 1.1 billion, subject to annual escalation provisions based on the Consumer Price Index (“CPI”) and a 2 % floor which commenced in lease year two of the initial terms and (iii) a variable element based on net revenues of the underlying leased properties, commencing in lease year eight of the initial term. 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. GLPI Leases The fair value of the real estate assets and the related failed sale-leaseback financing obligations were estimated based on the present value of the estimated future lease payments over the lease term of 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), (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. Table of Contents 75 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 2025 $ 113 $ 1,228 2026 115 1,246 2027 117 1,265 2028 119 1,284 2029 120 1,304 Thereafter 4,248 42,406 Total future payments 4,832 48,733 Less: Amounts representing interest ( 3,801 ) ( 38,058 ) Plus: Residual values 240 893 Financing obligation $ 1,271 $ 11,568 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: GLPI Leases (a) VICI Leases (a) December 31, December 31, (In millions) 2024 2023 2022 2024 2023 2022 Cash paid for principal $ — $ 1 $ — $ 1 $ 1 $ 1 Cash paid for interest 112 111 110 1,212 1,175 1,095 ____________________ (a) For the initial periods of the VICI and GLPI Leases, cash payments are less than the interest expense recognized, which causes the failed-sale leaseback obligation to increase during the initial years of the lease term. Lease Covenants The GLPI Leases and VICI Leases contain certain covenants requiring minimum capital expenditures based on a percentage of net revenues along with maintaining certain financial ratios. The 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. Lessor Arrangements Lodging Arrangements Lodging arrangements are considered short-term and generally consist of lease and nonlease components. The lease component is the predominant component of the arrangement and consists of the fees charged for lodging. The nonlease components primarily consist of resort fees and other miscellaneous items. As the timing and pattern of transfer of both the lease and nonlease components are over the course of the lease term, we have elected to combine the revenue generated from lease and nonlease components into a single lease component based on the predominant component in the arrangement. During the years ended December 31, 2024, 2023 and 2022, we recognized $ 2.0 billion, $ 2.1 billion and $ 2.0 billion, respectively, in lease revenue related to lodging arrangements, which is included in Hotel revenues in the Statements of Operations. Conventions Convention arrangements are considered short-term and generally consist of lease and nonlease components. The lease component is the predominant component of the arrangement and consists of fees charged for the use of meeting space. The nonlease components primarily consist of food and beverage and audio/visual services. Revenue from conventions is 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. Table of Contents 76 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Real Estate Operating Leases We enter into long-term real estate leasing arrangements with third party lessees at our properties. As of December 31, 2024, the remaining terms of these operating leases ranged from 1 to 81 years, some of which include options to extend the lease term for up to five years . In addition to minimum rental commitments, certain of our operating leases provide for contingent payments including contingent rentals based on a percentage of revenues in excess of specified amounts and reimbursements for common area maintenance and utilities charges. As the timing and pattern of transfer of both the lease and nonlease components are over the course of the lease term, we have elected to combine the revenue generated from lease and nonlease components into a single lease component based on the predominant component in the arrangement. In addition, to maintain the value of our leased assets, certain leases include specific maintenance requirements of the lessees or maintenance is performed by the Company on behalf of the lessees. During the years ended December 31, 2024, 2023 and 2022, we recognized $ 148 million, $ 166 million and $ 168 million, respectively, of real estate lease revenue, which is included in Other revenue in the Statement of Operations. 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. Maturities of Lease Receivables (In millions) Operating Leases 2025 $ 57 2026 56 2027 51 2028 47 2029 42 Thereafter 670 Total $ 923 Note 8. Litigation, Commitments and Contingencies Litigation General We are a party to various legal proceedings, which have arisen in the normal course of our business. Such proceedings can be costly, time consuming, unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings will not materially impact our consolidated financial condition or results of operations. Estimated losses are accrued for these proceedings when the loss is probable and can be estimated. While we maintain insurance coverage that we believe is adequate to mitigate the risks of such proceedings, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters. The current liability for the estimated losses associated with these proceedings is not material to our consolidated financial condition and those estimated losses are not expected to have a material impact on our results of operations. Cybersecurity Incident On September 14, 2023, we announced that an unauthorized actor had gained access to our information technology network as a result of a social engineering attack on an outsourced IT support vendor used by the Company, and acquired a copy of, among other data, our loyalty program database, which includes driver’s license numbers and/or social security numbers for a significant number of members in the database (“Data Incident”). As a result of the Data Incident, numerous putative class action lawsuits have been filed against us purporting to represent various classes of persons whose personal information was affected by the Data Incident. These putative class actions assert a variety of common law and statutory claims based on allegations that we failed to use reasonable security procedures and practices to safeguard customers’ personal information, and seek monetary and statutory damages, injunctive relief and other related relief. In addition to those putative class action lawsuits, individual claims have been filed or threatened against us as well. In addition, we have received inquiries from numerous state regulators related to the Data Incident. We have responded or are in the process of responding to these inquiries and are cooperating fully with regulators. Table of Contents 77 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. It is not possible at this time to estimate the amount of loss or range of loss, if any, that might result from adverse judgments, settlements, or other resolution given the stage of these proceedings, the absence of specific allegations regarding the alleged damages, the uncertainty as to the certification of a class or classes and the size of any certified class, if applicable, and/or the lack of resolution of significant factual and legal issues. Moreover, additional lawsuits and claims related to the Data Incident may be asserted and governmental agencies may open additional inquiries or investigations into the Data Incident. We have received, and continue to pursue, reimbursements from insurance carriers for costs incurred as a result of the Data Incident. We have incurred, and may continue to incur, certain expenses related to the Data Incident, including expenses to respond to, remediate and investigate this matter. The full scope of the costs and related impacts of this incident, including the extent to which these costs will be offset by our cybersecurity insurance or potential indemnification claims against third parties, has not been determined. We are unable to predict the full impact of this incident and its impact on guest behavior in the future, including whether a change in our guests’ behavior could negatively impact our financial condition and results of operations on an ongoing basis. Based on our assessment, the incident has not had a material impact, and we do not believe the incident has materially affected or will materially affect us, including our operations, business strategy, results of operations, or financial condition. Contractual Commitments Capital Commitments 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. 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, 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 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. In addition, assets or liabilities may be recorded related to the timing of payments as required by the respective agreement. Self-Insurance The Company is self-insured for workers compensation and other risk insurance, as well as health insurance and general liability. The Company’s total estimated self-insurance liability was $ 204 million and $ 200 million as of December 31, 2024 and 2023, respectively, which is included in Accrued other liabilities in our Balance Sheets. The assumptions utilized by our actuaries are subject to significant uncertainty and if outcomes differ from these assumptions or events develop or progress in a negative manner, the Company could experience a material adverse effect and additional liabilities may be recorded in the future. Contingencies Weather Disruption - Lake Charles On August 27, 2020 , Hurricane Laura made landfall on Lake Charles as a Category 4 storm severely damaging the Isle of Capri Casino Lake Charles (“Lake Charles”). During the year ended December 31, 2022, the Company reached a final settlement agreement with the insurance carriers for a total amount of $ 128 million, before our insurance deductible of $ 25 million. The Company has received a total of $ 103 million related to damaged fixed assets, remediation costs and business interruption. Table of Contents 78 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. Note 9. Long-Term Debt December 31, 2024 December 31, 2023 (Dollars in millions) Final Maturity Rates Face Value Book Value Book Value Secured Debt CEI Revolving Credit Facility 2028 variable $ — $ — $ — CEI Term Loan A 2028 variable 675 673 710 CVA Revolving Credit Facility 2029 variable — — — CVA Delayed Draw Term Loan 2029 variable 295 288 — CEI Term Loan B 2030 variable 2,056 2,021 2,432 CEI Term Loan B-1 2031 variable 2,878 2,844 — CEI Senior Secured Notes due 2030 2030 7.00 % 2,000 1,982 1,978 CEI Senior Secured Notes due 2032 2032 6.50 % 1,500 1,484 — CEI Senior Secured Notes due 2025 N/A N/A — — 3,374 CRC Senior Secured Notes N/A N/A — — 983 Unsecured Debt CEI Senior Notes due 2027 2027 8.125 % 546 542 1,593 CEI Senior Notes due 2029 2029 4.625 % 1,200 1,190 1,188 CEI Senior Notes due 2032 2032 6.00 % 1,100 1,086 — Special Improvement District Bonds 2037 4.30 % 42 42 45 Long-term notes and other payables 2 2 2 Total debt 12,294 12,154 12,305 Current portion of long-term debt ( 109 ) ( 109 ) ( 65 ) Deferred finance charges associated with the CEI Revolving Credit Facility — ( 12 ) ( 16 ) Long-term debt $ 12,185 $ 12,033 $ 12,224 Unamortized discounts and deferred finance charges $ 152 $ 150 Fair value $ 12,267 Annual Estimated Debt Service Requirements Years Ended December 31, (In millions) 2025 2026 2027 2028 2029 Thereafter Total 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 (a) $ 899 $ 889 $ 1,435 $ 1,329 $ 2,154 $ 10,028 $ 16,734 ____________________ (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. Actual payments may differ from these estimates. Current Portion of Long-Term Debt 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. Any such purchases or repayments may be funded by existing cash balances or the incurrence of debt. The amount and timing of any repurchase will be based on business and market conditions, capital availability, compliance with debt covenants and other considerations. Table of Contents 79 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Debt Discounts or Premiums and Deferred Finance Charges Debt discounts or premiums and deferred finance charges incurred in connection with the issuance of debt are amortized to interest expense based on the related debt agreements primarily using the effective interest method. Unamortized discounts are written off and included in our gain or loss calculations to the extent we extinguish debt prior to the original maturity or scheduled payment dates. Net amortization of the debt issuance costs and the discount and/or premium associated with the Company’s indebtedness totaled $ 30 million, $ 48 million and $ 139 million for the years ended December 31, 2024, 2023 and 2022, respectively, and is included in interest expense. Fair Value The fair value of debt has been calculated primarily based on the borrowing rates available as of December 31, 2024 and based on market quotes of our publicly traded debt. We classify the fair value of debt within Level 1 and Level 2 in the fair value hierarchy. Terms of Outstanding Debt CEI Term Loans and CEI Revolving Credit Facility CEI is party to a credit agreement, dated as of July 20, 2020, with JPMorgan Chase Bank, N.A., as administrative agent, U.S. Bank National Association, as collateral agent, and certain banks and other financial institutions and lenders party thereto (the “CEI Credit Agreement”), which, as amended, provides for the CEI Revolving Credit Facility in an aggregate principal amount of $ 2.25 billion (the “CEI Revolving Credit Facility”) 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. 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 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. Table of Contents 80 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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, 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. 3 pursuant to which the Company incurred a new senior secured incremental term loan in an aggregate principal amount of $ 2.9 billion (the “CEI Term Loan B-1”) under the CEI Credit Agreement. The CEI Term Loan B-1 requires quarterly principal payments in amounts equal to 0.25 % of the original aggregate principal amount of the CEI Term Loan B-1, with the balance payable at maturity. Borrowings under the CEI Term Loan B-1, 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. 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. Bank National Association, as collateral agent. The CEI Senior Secured Notes due 2030 rank equally with all existing and future first-priority lien obligations of the Company and the subsidiary guarantors. The CEI Senior Secured Notes due 2030 will mature on February 15, 2030, with interest payable semi-annually on February 15 and August 15 of each year. Table of Contents 81 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) CEI Senior Secured Notes due 2032 On February 6, 2024, the Company issued $ 1.5 billion in aggregate principal amount of 6.50 % senior secured notes due 2032 (the “CEI Senior Secured Notes due 2032”) pursuant to an indenture by and among the Company, the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, and U.S. Bank National Association, as collateral agent. The CEI Senior Secured Notes due 2032 rank equally with all existing and future first-priority lien obligations of the Company and the subsidiary guarantors. The CEI Senior Secured Notes due 2032 will mature on February 15, 2032, with interest 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 On July 6, 2020, the Escrow Issuer issued $ 1.8 billion in aggregate principal amount of 8.125 % Senior Notes due 2027 pursuant to an indenture, dated July 6, 2020 (the “CEI Senior Notes due 2027”), by and between the Escrow Issuer and U.S. Bank National Association, as trustee. The CEI Senior Notes due 2027 rank equally with all existing and future senior unsecured indebtedness of the Company and the subsidiary guarantors. The CEI Senior Notes due 2027 will mature on July 1, 2027 with interest payable semi-annually 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 On September 24, 2021, the Company issued $ 1.2 billion in aggregate principal amount of 4.625 % Senior Notes due 2029 (the “CEI Senior Notes due 2029”) pursuant to an indenture dated as of September 24, 2021 between the Company and U.S. Bank National Association, as trustee. The CEI Senior Notes due 2029 rank equally with all existing and future senior unsecured indebtedness of the Company and the subsidiary guarantors. The CEI Senior Notes due 2029 will mature on October 15, 2029, with interest payable 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. Table of Contents 82 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Summary of Debt and Revolving Credit Facility Cash Flows from Financing Activities in 2024 (In millions) Proceeds Repayments (a) CEI Revolving Credit Facility $ 1,730 $ 1,730 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 CRC Senior Secured Notes — 989 CEI Senior Notes due 2027 — 1,065 CEI Senior Notes due 2032 1,100 — Special Improvement District Bonds — 3 Total $ 7,525 $ 7,670 ____________________ (a) Includes contractually scheduled repayments as well as voluntary accelerated repayments. Debt Covenant Compliance 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. 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, 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. Guarantees 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. Table of Contents 83 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 10. Revenue Recognition Accounting Policies Casino Revenues Our casino revenues consist of gaming wagers, pari-mutuel commissions, sports betting and iGaming wagers. 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. Gaming revenues are recognized net of free bets, free play, matched deposits, and other similar incentives to its customers. During significant promotional periods, such as entering new jurisdictions with our Caesars Sportsbook or Caesars Racebook apps, such activity could result in negative net gaming revenue. Such periods are not long in duration as our level of investment during these promotional periods is within our discretion. Pari-mutuel commissions consist of commissions earned from thoroughbred and harness racing and importing of simulcast signals from other racetracks and are recognized at the time wagers are made. Such commissions are a designated portion of the wagering handle as determined by state racing commissions and are shown net of the taxes assessed by state and local agencies, as well as purses and other contractual amounts paid to horsemen associations. The Company recognizes revenues from fees earned through the exporting of simulcast signals to other racetracks at the time wagers are made, which are recorded on a gross basis. Such fees are based upon a predetermined percentage of handle as contracted with the other racetracks. Non-gaming Revenues Hotel, food and beverage, and other operating revenues are recognized as services are performed and is the net amount collected from the customer for such goods and services. Hotel, food and beverage services have been determined to be separate, stand-alone performance obligations and are recorded as revenue as the good or service is transferred to the customer over the customer’s stay at the hotel or when the delivery is made for the food and beverage. Advance deposits for future hotel occupancy, convention space or food and beverage services contracts are recorded as deferred income until revenue recognition criteria has been met. The Company also provides goods and services that may include multiple performance obligations, such as for packages, for which revenues are allocated on a pro rata basis based on each service’s standalone selling price (“SSP”). Sales and other taxes collected from customers on behalf of governmental authorities are accounted for on a net basis and are not included in net revenues or operating expenses. The Company’s 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. Refer to Note 16 for additional information on the Company’s reportable segments. Year Ended December 31, 2024 (In millions) Las Vegas Regional Caesars Digital Managed and Branded Corporate and Other Total Casino $ 1,115 $ 4,073 $ 1,085 $ — $ ( 6 ) $ 6,267 Food and beverage 1,141 575 — — — 1,716 Hotel 1,417 599 — — — 2,016 Other 601 292 78 274 1 1,246 Net revenues $ 4,274 $ 5,539 $ 1,163 $ 274 $ ( 5 ) $ 11,245 Year Ended December 31, 2023 (In millions) Las Vegas Regional Caesars Digital Managed and Branded Corporate and Other Total Casino $ 1,212 $ 4,272 $ 886 $ — $ ( 3 ) $ 6,367 Food and beverage 1,152 576 — — — 1,728 Hotel 1,447 643 — — — 2,090 Other 659 287 87 307 3 1,343 Net revenues $ 4,470 $ 5,778 $ 973 $ 307 $ — $ 11,528 Table of Contents 84 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Year Ended December 31, 2022 (In millions) Las Vegas Regional Caesars Digital Managed and Branded Corporate and Other Total Casino $ 1,247 $ 4,291 $ 462 $ — $ ( 3 ) $ 5,997 Food and beverage 1,063 533 — — — 1,596 Hotel 1,341 616 — — — 1,957 Other 636 264 86 282 3 1,271 Net revenues $ 4,287 $ 5,704 $ 548 $ 282 $ — $ 10,821 Accounts Receivable and Credit Risk We issue credit to approved casino customers following investigations of creditworthiness. Business or economic conditions or other significant events could affect the collectability of these receivables. Accounts receivable are non-interest bearing and are initially recorded at cost. Marker play represents a meaningful portion of our overall table games volume. We maintain strict controls over the issuance of markers and aggressively pursue collection from those customers who fail to pay their marker balances timely. These collection efforts include the mailing of statements and delinquency notices and the use of personal contacts, outside collection agencies and civil litigation. Markers are generally legally enforceable instruments in the United States. Markers are not legally enforceable instruments in some foreign countries, but the United States assets of foreign customers may be reached to satisfy judgments entered in the United States. We consider the likelihood and difficulty of enforceability, among other factors, when we issue credit to customers who are not residents of the United States. Trade receivables, including casino and hotel receivables, are typically non-interest bearing. Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. Management believes that as of December 31, 2024 and 2023, no significant concentrations of credit risk related to receivables existed. Reserve for Uncollectible Accounts Receivable An estimated allowance for doubtful accounts is maintained to reduce the Company’s receivables to their carrying amount, which approximates fair value. The allowance is estimated based on specific review of customer accounts, historical collection experience, customer relationships and reasonable forecasts which consider current economic and business conditions to reflect current expected credit loss. As with many estimates, management must make judgments about potential actions by third parties in establishing and evaluating our reserves for bad debts. Accounts Receivable, Net December 31, (In millions) 2024 2023 Casino $ 206 $ 274 Food and beverage and hotel 107 118 Other 157 216 Accounts receivable, net $ 470 $ 608 Allowance for Doubtful Accounts (In millions) Contracts Other (a) Total Balance as of January 1, 2022 $ 110 $ 20 $ 130 Provision for doubtful accounts 13 12 25 Write-offs less recoveries ( 22 ) ( 15 ) ( 37 ) Balance as of December 31, 2022 101 17 118 Provision for doubtful accounts 29 12 41 Write-offs less recoveries ( 49 ) ( 17 ) ( 66 ) Balance as of December 31, 2023 81 12 93 Provision for doubtful accounts 37 12 49 Write-offs less recoveries ( 31 ) ( 12 ) ( 43 ) Balance as of December 31, 2024 $ 87 $ 12 $ 99 ____________________ (a) “Other” includes allowance associated with lease receivables under ASC 842. See Note 7 for further details. Table of Contents 85 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Contract and Contract Related Liabilities The Company records contract or contract related liabilities related to differences between the timing of cash receipts from the customer and the recognition of revenue. The Company generally has three types of liabilities related to contracts with customers: (1) outstanding chip liability, which represents the amounts owed in exchange for gaming chips held by customers,(2) Caesars Rewards player loyalty program obligations, which represent the deferred allocation of revenue relating to reward credits granted to Caesars Rewards members based on certain types of customer spend, including online and retail gaming, hotel, dining, retail shopping, and player loyalty program incentives earned, and (3) customer deposits and other deferred revenue, which primarily represents funds deposited by customers related to gaming play and advance payments received for goods and services yet to be provided (such as advance ticket sales, deposits on rooms and convention space, unpaid wagers, iGaming deposits, or future sports bets). These liabilities are generally expected to be recognized as revenue within one year of being purchased, earned, or deposited and are recorded within accrued other liabilities on the Company’s Balance Sheets. Liabilities expected to be recognized as revenue beyond one year of being purchased, earned, or deposited are recorded within other long-term liabilities on the Company’s Balance Sheets. Outstanding Chip Liability The Company recognizes the impact on gaming revenues on an annual basis to reflect an estimate of the change in the value of outstanding chips that are not expected to be redeemed. This estimate is determined by measuring the difference between the total value of chips placed in service less the value of chips under our control. This measurement is performed on an annual basis utilizing a methodology in which a consistent formula is applied to estimate the percentage of chips not in our custody that are not expected to be redeemed. In addition to the formula, certain judgments are made with regard to various denominations and souvenir chips. The outstanding chip liability is included in accrued other liabilities on the Balance Sheets. Caesars Rewards Loyalty Program Caesars Rewards grants Reward Credits to Caesars Rewards Members based on various types of customer spend, including online and retail gaming, hotel, dining, and retail shopping at Caesars-affiliated properties. Members may redeem Reward Credits for complimentary or discounted goods and services such as rooms, food and beverages, merchandise, free play, entertainment, and travel accommodations. Members are able to accumulate Reward Credits over time that they may redeem at their discretion under the terms of the program. A member’s Reward Credit balance is forfeited if the member does not earn at least one Reward Credit during a continuous six-month period. Because of the significance of the Caesars Rewards program and the ability for customers to accumulate Reward Credits based on their past play, we have determined that Reward Credits granted in conjunction with other earning activity represent a performance obligation. As a result, for transactions in which Reward Credits are earned, we allocate a portion of the transaction price to the Reward Credits that are earned based upon the relative SSP of the goods and services involved. When the activity underlying the “earning” of the Reward Credits has a wide range of selling prices and is highly variable, such as in the case of gaming activities, we use the residual approach in this allocation by computing the value of the Reward Credits as described below and allocating the residual amount to the gaming activity. This allocation results in a significant portion of the transaction price being deferred and is recognized as revenue when the Reward Credits are redeemed in accordance with the specific recognition policy of the activity for which the credits are redeemed. Our Caesars Rewards loyalty program includes various tiers that offer different benefits, and members are able to earn credits towards tier status, which generally enables them to receive discounts similar to those provided as complimentaries described below. We have determined that any such discounts received as a result of tier status do not represent material rights, and therefore, we do not account for them as distinct performance obligations. We have determined the SSP of a Reward Credit by computing the redemption value of credits expected to be redeemed. Because Reward Credits are not otherwise independently sold, we analyzed all Reward Credit redemption activity over the preceding calendar year and determined the redemption value based on the fair market value of the goods and services for which the Reward Credits were redeemed. We have applied the practical expedient under the portfolio approach to our Reward Credit transactions because of the similarity of gaming and other transactions and the homogeneity of Reward Credits. As part of determining the SSP for Reward Credits, we also determined that there is generally an amount of Reward Credits that is not redeemed, which is considered “breakage.” We recognize the expected breakage proportionally with the pattern of revenue recognized related to the redemption of Reward Credits. We periodically reassess our customer behaviors and revise our expectations as deemed necessary on a prospective basis. Table of Contents 86 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 (In millions) 2024 2023 2024 2023 2024 2023 Balance at January 1 $ 42 $ 45 $ 86 $ 87 $ 693 $ 693 Balance at December 31 47 42 79 86 549 693 Increase (decrease) $ 5 $ ( 3 ) $ ( 7 ) $ ( 1 ) $ ( 144 ) $ — Customer deposits and other deferred revenues decreased in 2024 primarily due to a reduction in both advanced ticket sales and gaming deposits. Complimentaries The Company offers discretionary coupons and other discretionary complimentaries to customers outside of the loyalty program such as matching deposits, free bets and free play. Such complimentaries are provided in conjunction with other revenue‑earning activities and are generally provided to encourage additional customer spending on those activities. Accordingly, the Company allocates a portion of the transaction price received from such customers to the complimentary goods and services. The Company performs this allocation based on the SSP of the underlying goods and services, which is determined based upon the weighted-average cash sales prices received for similar services at similar points during the year. The retail value of complimentary food, beverage, hotel rooms and other services provided to customers is recognized as a reduction of revenues for the department which issued the complimentary and revenue for the department redeemed. Complimentaries provided by third parties at the discretion and under the control of the Company are recorded as an expense when incurred. The Company’s revenues included complimentaries and loyalty point redemptions totaling $ 1.3 billion, $ 1.4 billion and $ 1.2 billion for the years ended December 31, 2024, 2023 and 2022, respectively. Note 11. Earnings per Share 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 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. Table of Contents 87 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The following table illustrates the reconciliation of the numerators and denominators of the basic and diluted net income (loss) per share computations during the years ended December 31, 2024, 2023 and 2022: Years Ended December 31, (In millions, except per share amounts) 2024 2023 2022 Net income (loss) from continuing operations attributable to Caesars, net of income taxes $ ( 278 ) $ 786 $ ( 513 ) Discontinued operations, net of income taxes — — ( 386 ) Net income (loss) attributable to Caesars $ ( 278 ) $ 786 $ ( 899 ) Shares outstanding: Weighted average shares outstanding – basic 215 215 214 Effect of dilutive securities: Stock-based compensation awards — 1 — Weighted average shares outstanding – diluted 215 216 214 Basic income (loss) per share from continuing operations $ ( 1.29 ) $ 3.65 $ ( 2.39 ) Basic loss per share from discontinued operations — — ( 1.80 ) Net income (loss) per common share attributable to common stockholders – basic: $ ( 1.29 ) $ 3.65 $ ( 4.19 ) Diluted income (loss) per share from continuing operations $ ( 1.29 ) $ 3.64 $ ( 2.39 ) Diluted loss per share from discontinued operations — — ( 1.80 ) Net income (loss) per common share attributable to common stockholders – diluted: $ ( 1.29 ) $ 3.64 $ ( 4.19 ) Weighted-Average Number of Anti-Dilutive Shares Excluded from Calculation of EPS Years Ended December 31, (In millions) 2024 2023 2022 Stock-based compensation awards 4 1 3 Total anti-dilutive common stock 4 1 3 Note 12. Stock-Based Compensation and Stockholders’ Equity Stock-Based Awards 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. Performance Incentive Plans The Board of Directors (“Board”) adopted, and the Company’s stockholders approved, the 2015 Equity Incentive Plan, as amended and restated in 2019 (the “2015 Plan”), which allows for shares to be granted as part of the Company’s long-term incentive plan. 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. Awards may also contain performance conditions in addition to time based vesting conditions. Performance awards relate to the achievement of defined levels of performance and will vest and become payable at the end of the vesting period. Performance awards may contain targeted performance levels, which may ultimately vest within a range of 0 % to 200 % of the target award, based on defined operating metrics or market performance as compared to a peer group. RSUs granted to non-employee directors generally vest immediately and are issued on the vesting date, or may be deferred. Table of Contents 88 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 During the year ended December 31, 2024, the Company granted RSUs to employees of the Company with an aggregate fair value of $ 88 million. Each RSU represents the right to receive payment in respect of one share of the Company’s Common Stock. A summary of the RSUs activity for the year ended December 31, 2024 is presented in the following table: Units Weighted Average Grant Date Fair Value (a) Unvested outstanding as of December 31, 2023 1,922,419 $ 60.11 Granted (b) 2,020,005 43.77 Vested ( 1,055,671 ) 62.64 Forfeited ( 217,942 ) 49.06 Unvested outstanding as of December 31, 2024 2,668,811 47.64 ____________________ (a) Represents the weighted-average grant date fair value of RSUs, which is the share price of our common stock on the grant date. (b) Included are 45,800 RSUs granted to non-employee members of the Board during the year ended December 31, 2024. Performance Stock Unit Activity 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 and terms of the underlying award agreement. The fair value of the PSUs is based on the market price of our common stock when a mutual understanding of the key terms and conditions of the awards between the Company and recipient is achieved. The awards are remeasured each period until such an understanding is reached. A summary of the PSUs activity for the year ended December 31, 2024 is presented in the following table: Units Weighted Average Grant Date Fair Value (a) Unvested outstanding as of December 31, 2023 328,230 $ 46.88 Granted 161,688 33.42 Performance Adjustment 27,314 Vested ( 99,377 ) 41.66 Forfeited ( 20,699 ) 39.86 Unvested outstanding as of December 31, 2024 397,156 33.42 ____________________ (a) This represents the weighted-average grant date fair value for PSUs where the grant date has been achieved or the price of our common stock as of the balance sheet date for PSUs where a grant date has not been achieved. Market-Based Stock Unit Activity During the year ended December 31, 2024, the Company granted MSUs to employees of the Company with an aggregate fair value of $ 26 million. On the vesting date, recipients will receive between 0 % and 200 % of the granted MSUs in the form of Company Common Stock based on the achievement of specified market and service conditions. Based on the terms and conditions of the awards, the grant date fair value of the MSUs was determined using a Monte Carlo simulation model. Key assumptions for the Monte Carlo simulation model are the risk-free interest rate, expected volatility, expected dividends and correlation coefficient. The effect of market conditions is considered in determining the grant date fair value, which is not subsequently revised based on actual performance. Table of Contents 89 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) A summary of the MSUs activity for the year ended December 31, 2024 is presented in the following table: Units Weighted Average Grant Date Fair Value (a) Unvested outstanding as of December 31, 2023 872,019 $ 85.11 Granted 435,536 58.56 Performance Adjustment ( 154,420 ) Vested ( 18,713 ) 63.99 Forfeited ( 38,318 ) 77.95 Unvested outstanding as of December 31, 2024 1,096,104 73.15 ____________________ (a) Represents the grant date fair value determined using a Monte Carlo simulation model. Stock Option Activity There was no stock option activity during the year ended December 31, 2024. Stock Option Exercises Years Ended December 31, (Dollars in millions) 2024 2023 2022 Option Exercises: Number of options exercised — 88 43,384 Cash received for options exercised $ — $ — $ 1 Aggregate intrinsic value of options exercised $ — $ — $ 2 Unrecognized Compensation Cost 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. 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 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. Table of Contents 90 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. 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. 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. Note 13. Employee Benefit Plans 401(k) Plans The Company offers a 401(k) plan to substantially all employees who are not covered by collective bargaining agreements, who meet certain eligibility requirements, namely terms of service. Under the 401(k) plan, the Company matches contributions equal to 50 % of the first 6 % as outlined per plan documents. The Company’s matching contribution expense totaled $ 31 million, $ 29 million and $ 29 million for the years ended December 31, 2024, 2023 and 2022, respectively. Defined-Benefit Plans Scioto Downs sponsors a noncontributory defined-benefit plan covering all full-time employees meeting certain age and service requirements. On May 31, 2001, the plan was amended to freeze eligibility, accrual of years of service and benefits. As of December 31, 2024, the fair value of the plan assets and benefit obligation was $ 1 million. 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 each of the years ended December 31, 2024, 2023 and 2022, respectively. Deferred Compensation Plans CEI assumed two active deferred compensation plans, the Caesars Entertainment Corporation Executive Supplemental Savings Plan III (“ESSP III”) and the Caesars Entertainment Corporation Outside Director Deferred Compensation Plan. These plans are unfunded, non-qualified deferred compensation plans. Payment obligations pursuant to the plans are unsecured general obligations of the Company and affiliates of the Company employing participants in the ESSP III. The liability as of December 31, 2024 and 2023 was $ 6 million and $ 5 million, respectively, which was recorded in Other long-term liabilities in the Balance Sheets. As of December 31, 2024, certain current and former employees of Caesars, and our subsidiaries and affiliates, have balances under: (i) the Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan, (ii) the Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan II, (iii) the Park Place Entertainment Corporation Executive Deferred Compensation Plan, (iv) the Harrah’s Entertainment, Inc. Deferred Compensation Plan, and (v) the Harrah’s Entertainment, Inc. Executive Deferred Compensation Plan (collectively, the “existing deferred compensation plans”). These plans are deferred compensation plans that allowed certain employees an opportunity to save for retirement and other purposes. Each of the plans 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. Table of Contents 91 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Trust Assets CEI is a party to a trust agreement (the “Trust Agreement”) and an escrow agreement with respect to all five of the existing deferred compensation plans (the “Escrow Agreement”), each structured as a so-called “rabbi trust” arrangement, which holds assets that may be used to satisfy obligations under the existing deferred compensation plans above. Amounts held pursuant to the Trust Agreement and the Escrow Agreement were $ 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 The Company contributes to a number of multi-employer defined benefit pension plans under the terms of collective bargaining agreements that cover union-represented employees. The risks of participating in these multi-employer plans are different from a single-employer plan in the following respects: i. Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers. ii. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. iii. If the Company chooses to stop participating in some of its multi-employer plans, the Company may be required to pay those plans an amount based on the underfunding of the plan, referred to as a “withdrawal liability.” Multi-employer Pension Plan Participation Pension Protection Act Zone Status (a) Contributions (In millions) Pension Fund EIN/Pension Plan Number 2024 FIP/RP Status (b) 2024 2023 2022 Surcharge Imposed Expiration Date of Collective Bargaining Agreement (c) Southern Nevada Culinary and Bartenders Pension Plan (d) 88-6016617/ 001 Green No $ 27 $ 26 $ 24 No September 30, 2028 Legacy Plan of the UNITE HERE Retirement Fund (d)(e) 82-0994119/ 001 Red Yes 11 10 9 No Various up to September 30, 2027 Central Pension Fund of the IUOE & Participating Employers 36-6052390/ 001 Green No 7 7 7 N/A March 31, 2029 Western Conference of Teamsters Pension Plan 91-6145047/ 001 Green No 7 7 6 N/A August 31, 2029 Painters IUPAT 52-6073909/ 001 Red Yes 1 1 1 No June 30, 2026 Other Funds 4 4 3 Total Contributions $ 57 $ 55 $ 50 ____________________ (a) Represents the Pension Protection Act zone status for applicable plan year beginning January 1, except where noted otherwise. The zone status is based on information that the Company received from the plan administrator and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are between 65% and less than 80% funded, and plans in the green zone are at least 80% funded. All plans detailed in the table above utilized extended amortization provisions to calculate zone status. (b) Indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. (c) The terms of the current agreement continue indefinitely until either party provides appropriate notice of intent to terminate the contract. (d) The Company provided more than 5 % of the total contributions for the plan year ended December 31, 2023 and as of the date the financial statements were issued, Forms 5500 were not available for the 2024 plan year. (e) The HEREIU Pension Fund consists of two separate plans, the Legacy Plan of the HEREIU Pension Fund and the Adjustable Plan of the HEREIU Pension Fund. CEI makes a single contribution to the HEREIU Pension Fund, the Trustees of which allocate such contribution between the Legacy Plan and the Adjustable Plan. The contribution amount reflected to the Legacy Plan is the aggregate contribution made to the HEREIU Pension Fund before such allocation between the Legacy Plan and the Adjustable Plan of the HEREIU Pension Fund. Table of Contents 92 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 14. Income Taxes The components of the Company’s provision for income taxes for the years ended December 31, 2024, 2023 and 2022 are presented below. Components of Income (Loss) Before Income Taxes Years Ended December 31, (In millions) 2024 2023 2022 United States $ ( 150 ) $ ( 90 ) $ ( 590 ) Outside of the U.S. 26 30 25 $ ( 124 ) $ ( 60 ) $ ( 565 ) Income Tax Provision (Benefit) from Continuing Operations Years Ended December 31, (In millions) 2024 2023 2022 United States Current Federal $ 38 $ — $ — State & Local 27 23 7 Deferred Federal 36 ( 754 ) ( 57 ) State & Local ( 23 ) ( 166 ) 2 Outside of the U.S. Current 10 9 7 Deferred ( 1 ) — — $ 87 $ ( 888 ) $ ( 41 ) The following is an allocation of the total income tax provision (benefit) for the years ended December 31, 2024, 2023 and 2022: Years Ended December 31, (In millions) 2024 2023 2022 Income tax provision (benefit) applicable to: Income from continuing operations $ 87 $ ( 888 ) $ ( 41 ) Discontinued operations — — ( 50 ) Additional paid-in capital — ( 12 ) — Other comprehensive income — 1 ( 30 ) The following is a reconciliation of the statutory federal income tax of 21% to the Company’s reported income tax provision (benefit) for the years ended December 31, 2024, 2023 and 2022: Years Ended December 31, (In millions) 2024 2023 2022 Federal statutory income tax provision (benefit) $ ( 26 ) $ ( 13 ) $ ( 118 ) State and local income tax provision (benefit) ( 16 ) ( 13 ) 1 Nondeductible compensation and benefits 17 16 13 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 Foreign taxes 1 3 6 Deferred tax adjustment related to William Hill acquisition — — 30 Minority interests ( 14 ) ( 9 ) 3 Valuation allowance 36 ( 889 ) ( 55 ) Tax credits ( 10 ) ( 14 ) ( 10 ) Other 7 3 1 Reported income tax provision (benefit) $ 87 $ ( 888 ) $ ( 41 ) Table of Contents 93 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s net deferred taxes at December 31, 2024 and 2023 are as follows: As of December 31, (In millions) 2024 2023 Deferred tax assets: Loss carryforwards $ 391 $ 569 Excess business interest expense 499 399 Credit carryforwards 39 141 Financing obligation 2,673 2,644 Long-term lease obligation 202 208 Other 237 233 4,041 4,194 Deferred tax liabilities: Identified intangibles ( 677 ) ( 759 ) Fixed assets ( 2,214 ) ( 2,295 ) Right-of-use assets ( 168 ) ( 174 ) Other ( 94 ) ( 101 ) ( 3,153 ) ( 3,329 ) Valuation allowance ( 956 ) ( 920 ) Net deferred tax liabilities $ ( 68 ) $ ( 55 ) Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use existing deferred tax assets. During the second quarter of 2023, the Company evaluated its forecasted adjusted taxable income and objectively verifiable evidence and placed substantial weight on its 2022 and 2023 quarterly earnings, adjusted for non-recurring items, including the interest expense disallowed under current tax law. Accordingly, the Company determined it was more likely than not that a portion of the federal and state deferred tax assets will be realized and, as a result, during the second quarter of 2023, the Company reversed the valuation allowance related to these deferred tax assets and recorded an income tax benefit of $ 940 million. The Company is still carrying a valuation allowance on certain federal and state deferred tax assets that are not more likely than not to be realized in the future. The Company has assessed the changes to the valuation allowance, including realization of the disallowed interest expense deferred tax asset, using the integrated approach. As of December 31, 2024, the Company had federal and state net operating loss carryforwards of $ 52 million and $ 9.1 billion, respectively, and federal general business tax credit and research tax credit carryforwards of $ 89 million, which will expire on various dates as follows: Year of Expiration Net Operating Losses Tax Credits (In millions) Federal States Federal 2025-2029 $ — $ 955 $ — 2030-2034 33 2,571 — 2035-2044 — 3,173 89 Do not expire 19 2,391 — $ 52 $ 9,090 $ 89 In general, Section 382 of the Internal Revenue Code provides an annual limitation with respect to the ability of a corporation to utilize its net operating loss carryovers, as well as certain built-in losses, against future taxable income in the event of a change in ownership. It is unlikely that the limitation will adversely affect the Company’s ability to utilize its net operating loss carryovers against its future taxable income. Table of Contents 94 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Reconciliation of Unrecognized Tax Benefits Years Ended December 31, (In millions) 2024 2023 2022 Balance as of beginning of year $ 124 $ 128 $ 157 Sale of William Hill International — — ( 24 ) Additions based on tax positions related to the current year — — 3 Additions for tax positions of prior years 1 1 1 Reductions for tax positions for prior years ( 9 ) ( 5 ) ( 8 ) Expiration of statutes — — ( 1 ) Balance as of end of year $ 116 $ 124 $ 128 We classify reserves for tax uncertainties within Other long-term liabilities in our Balance Sheets, separate from any related income tax payable, deferred tax asset, or deferred tax liability. Reserve amounts relate to any potential income tax liabilities resulting from uncertain tax positions as well as potential interest or penalties associated with those liabilities. We accrue interest and penalties related to unrecognized tax benefits in income tax expense. During 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. 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. In 2021, the Organization for Economic Co-operation and Development (the “OECD”) established an Inclusive Framework on Base Erosion and Profit Shifting and agreed on a two-pillar solution (“Pillar Two”) to global taxation, focusing on global profit allocation and a 15% global minimum effective tax rate. The OECD issued Pillar Two model rules and continues to release guidance on these rules. While the US has not yet adopted the Pillar Two rules, various other countries around the world are enacting legislation. We will continue to analyze the law to determine potential impacts. We currently do not expect the Framework to have a material impact on our effective tax rate or our financial statements. The Company, including its subsidiaries, files tax returns with federal, state and foreign jurisdictions. The Company does not have tax sharing agreements with the other members within the consolidated group. With few exceptions, the Company is no longer subject to US federal or state and local tax assessments by tax authorities for years before 2021. We believe that it is reasonably possible that the unrecognized tax benefits liability will not materially change within the next 12 months. Audit outcomes and the timing of audit settlements are subject to significant uncertainty. Although we believe that adequate provision has been made for such issues, there is the possibility that the ultimate resolution of such issues could have an adverse effect on our earnings. Conversely, if these issues are resolved favorably in the future, the related provision would be reduced, thus having a favorable impact on earnings. Note 15. Related Party and Affiliate Transactions C. S. & Y. Associates The Company owns the entire parcel on which Eldorado Resort Casino Reno is located, except for approximately 30,000 square feet which is leased from C. S. & Y. Associates (“CSY”) (the “CSY Lease”). CSY is a general partnership in which a trust has an approximate 27 % interest. The Company’s Executive Chairman of the Board, Gary L. Carano, and his siblings are direct or indirect beneficiaries of the trust. The CSY Lease expires on June 30, 2057. Annual rent pursuant to the CSY Lease is currently $ 0.6 million, paid monthly. Annual rent is subject to periodic rent escalations of 1 to 2 percent through the term of the lease. Commensurate with its interest, the trust receives directly from the Company approximately 27 % of the rent paid by the Company. As of December 31, 2024 and 2023 there were no amounts due to or from CSY. CVA Holdco, LLC In May 2023, the Company entered into a joint venture, CVA Holdco, LLC, with EBCI and an additional minority partner, to construct, own and operate a gaming facility in Danville, Virginia (“Caesars Virginia”). Caesars Virginia opened in a temporary facility on May 15, 2023 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. The Table of Contents 95 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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 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 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 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 $ 80 Contributions 3 Equity in earnings 64 Balance as of December 31, 2023 147 Distributions ( 39 ) Equity in earnings 11 Balance as of December 31, 2024 $ 119 Note 16. Segment Information The executive decision maker of the Company reviews operating results, assesses performance and makes decisions on a “significant market” basis. Management views each of the Company’s casinos as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, and their management and reporting structure. The Company’s principal operating activities occur in four reportable segments. The reportable segments are based on the similar characteristics of the operating segments with the way management assesses these results and allocates resources, which is a consolidated view that adjusts for the effect of certain transactions between these reportable segments within Caesars: (1) Las Vegas, (2) Regional, (3) Caesars Digital, and (4) Managed and Branded, in addition to Corporate and Other. See table below for a summary of these segments. Also, see Note 3 , Note 4 and Note 5 for a discussion of the impairment of intangibles and long-lived assets related to certain segments. Table of Contents 96 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: Las Vegas Regional Managed and Branded Caesars Palace Las Vegas Caesars Atlantic City Harveys Lake Tahoe Managed The Cromwell Caesars New Orleans Horseshoe Baltimore Harrah’s Ak-Chin Flamingo Las Vegas Caesars Virginia (a) Horseshoe Black Hawk Harrah’s Cherokee Harrah’s Las Vegas Circus Circus Reno Horseshoe Bossier City Harrah’s Cherokee Valley River Horseshoe Las Vegas Eldorado Gaming Scioto Downs Horseshoe Council Bluffs Harrah’s Resort Southern California The LINQ Hotel & Casino Eldorado Resort Casino Reno Horseshoe Hammond Caesars Windsor Paris Las Vegas Grand Victoria Casino Horseshoe Indianapolis Branded Planet Hollywood Resort & Casino Harrah’s Atlantic City Horseshoe Lake Charles Caesars Republic Scottsdale Harrah’s Columbus Nebraska (b) Horseshoe St. Louis Caesars Southern Indiana Caesars Digital Harrah’s Council Bluffs Horseshoe Tunica Harrah’s Northern California Caesars Digital Harrah’s Gulf Coast Isle Casino Bettendorf Harrah’s Hoosier Park Racing & Casino Isle of Capri Casino Boonville Harrah’s Joliet Isle of Capri Casino Lula Harrah’s Lake Tahoe Isle Casino Waterloo Harrah’s Laughlin Lady Luck Casino - Black Hawk Harrah’s Metropolis Silver Legacy Resort Casino Harrah’s North Kansas City Trop Casino Greenville Harrah’s Philadelphia Tropicana Atlantic City Harrah’s Pompano Beach Tropicana Laughlin Hotel & Casino ___________________ (a) Temporary gaming facility opened on May 15, 2023. The construction of the permanent facility of Caesars Virginia 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. Table of Contents 97 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The following table sets forth, for the periods indicated, certain operating data for the Company’s four reportable segments, in addition to Corporate and Other. Years Ended December 31, (In millions) 2024 2023 2022 Las Vegas: Net revenues $ 4,274 $ 4,470 $ 4,287 Adjusted EBITDA 1,907 2,016 1,964 Regional: Net revenues 5,539 5,778 5,704 Adjusted EBITDA 1,810 1,962 1,985 Caesars Digital: Net revenues 1,163 973 548 Adjusted EBITDA 117 38 ( 666 ) Managed and Branded: Net revenues 274 307 282 Adjusted EBITDA 71 76 84 Corporate and Other: Net revenues ( 5 ) — — 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 Net revenues $ 4,274 $ 5,539 $ 1,163 $ 274 $ ( 5 ) $ 11,245 Gaming taxes ( 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 Net revenues $ 4,470 $ 5,778 $ 973 $ 307 $ — $ 11,528 Gaming taxes ( 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 Table of Contents 98 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 Net revenues $ 4,287 $ 5,704 $ 548 $ 282 $ — $ 10,821 Gaming taxes ( 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 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. The presentation of Adjusted EBITDA should not be construed as an inference that future results will be unaffected by unusual or unexpected items. Adjusted EBITDA is a financial measure commonly used in our industry and should not be construed as an alternative to net income (loss) as an indicator of operating performance or as an alternative to cash flow provided by operating activities as a measure of liquidity (as determined in accordance with GAAP). Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies within the industry. Adjusted EBITDA is included because management uses Adjusted EBITDA to measure performance and allocate resources, and believes that Adjusted EBITDA provides investors with additional information consistent with that used by management. Table of Contents 99 CAESARS ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Years Ended December 31, (In millions) 2024 2023 2022 Net income (loss) attributable to Caesars $ ( 278 ) $ 786 $ ( 899 ) Net income (loss) attributable to noncontrolling interests 67 42 ( 11 ) Net loss from discontinued operations — — 386 (Benefit) provision for income taxes (a) 87 ( 888 ) ( 41 ) Other income (b) ( 27 ) ( 10 ) ( 46 ) Loss on extinguishment of debt 89 200 85 Interest expense, net 2,366 2,342 2,265 Depreciation and amortization 1,324 1,261 1,205 Impairment charges (c) 302 95 108 Transaction costs and other, net (d) ( 285 ) 6 90 Stock-based compensation expense 94 104 101 Adjusted EBITDA $ 3,739 $ 3,938 $ 3,243 Adjusted EBITDA by Segment: Las Vegas $ 1,907 $ 2,016 $ 1,964 Regional 1,810 1,962 1,985 Caesars Digital 117 38 ( 666 ) Managed and Branded 71 76 84 Corporate and Other ( 166 ) ( 154 ) ( 124 ) ____________________ (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 Years Ended December 31, (In millions) 2024 2023 2022 Las Vegas $ 253 $ 257 $ 165 Regional 878 839 597 Caesars Digital 107 100 106 Corporate and Other 58 68 84 Total $ 1,296 $ 1,264 $ 952 Total Assets - By Segment December 31, (In millions) 2024 2023 Las Vegas $ 25,040 $ 24,230 Regional 15,664 15,291 Caesars Digital 1,262 1,095 Managed and Branded 282 224 Corporate and Other (a) ( 9,658 ) ( 7,474 ) Total $ 32,590 $ 33,366 ____________________ (a) Includes eliminations of transactions among segments, to reconcile to the Company’s consolidated results. Table of Contents 100 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.