Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF
CAESARS ENTERTAINMENT, INC.
Page
Report of Independent Registered Public Accounting Firm
54
Consolidated Balance Sheets
56
Consolidated Statements of Operations
57
Consolidated Statements of Comprehensive Income (Loss)
58
Consolidated Statements of Stockholders’ Equity
59
Consolidated Statements of Cash Flows
60
Notes to Consolidated Financial Statements
62
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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, 2025 and 2024, 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, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, 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, 2025, 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 17, 2026, 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.
Indefinite-lived intangible assets consist primarily of trademarks, Caesars Rewards, and gaming rights. The Company uses the Excess Earnings Method and Cost Approach to determine the estimated fair value of gaming rights. The Company uses the relief from royalty method to determine the estimated fair value of trademarks and Caesars Rewards.
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The Company performed its annual impairment assessment as of October 1, 2025. The Company’s goodwill balance was $10,441 million as of December 31, 2025, of which three reporting units in the Regional segment and two reporting units in the Las Vegas segment with goodwill totaling $2.5 billion had estimated fair values that did not significantly exceed their carrying values. The Company’s indefinite-lived intangibles balance was $3,255 million as of December 31, 2025, of which one trademark totaling $114 million in the Las Vegas segment had an estimated fair value that did not significantly exceed its carrying value.
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 judgment, increased level of audit effort, and use of more experienced audit professionals, as well as the involvement of valuation specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s forecasts and the selection of discount rates used by management to determine the fair value of the Company’s reporting units and indefinite-lived intangible assets included the following, among others:
• We tested the effectiveness of the Company’s internal controls over 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 17, 2026
We have served as the Company’s auditor since 2020.
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CAESARS ENTERTAINMENT, INC.
CONSOLIDATED BALANCE SHEETS
December 31,
(Dollars in millions, except par value) 2025 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 887 $ 866
Restricted cash 85 95
Accounts receivable, net 476 470
Inventories 43 45
Prepayments and other current assets 312 271
Total current assets 1,803 1,747
Investments in and advances to unconsolidated affiliates 133 131
Property and equipment, net 14,358 14,812
Goodwill 10,441 10,601
Intangible assets other than goodwill
3,985 4,133
Deferred tax asset
67 62
Other long-term assets, net 852 1,104
Total assets $ 31,639 $ 32,590
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable $ 297 $ 296
Accrued interest 224 242
Accrued other liabilities 1,618 1,625
Current portion of long-term debt 114 109
Total current liabilities 2,253 2,272
Long-term financing obligations
13,096 12,899
Long-term debt 11,670 12,033
Deferred tax liability
58 130
Other long-term liabilities 876 880
Total liabilities 27,953 28,214
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, 202,629,159 and 211,325,086 issued and outstanding
— —
Additional paid-in capital
6,709 6,862
Accumulated deficit ( 3,303 ) ( 2,801 )
Treasury stock, at cost
— —
Accumulated other comprehensive income 98 96
Caesars stockholders' equity 3,504 4,157
Noncontrolling interests 182 219
Total stockholders’ equity 3,686 4,376
Total liabilities and stockholders’ equity $ 31,639 $ 32,590
The accompanying notes are an integral part of these consolidated financial statements.
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CAESARS ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31,
(In millions, except per share data)
2025 2024 2023
NET REVENUES:
Casino $ 6,617 $ 6,267 $ 6,367
Food and beverage 1,714 1,716 1,728
Hotel 1,945 2,016 2,090
Other 1,210 1,246 1,343
Net revenues 11,486 11,245 11,528
OPERATING EXPENSES:
Casino 3,602 3,370 3,342
Food and beverage 1,106 1,073 1,049
Hotel 615 580 570
Other 420 396 434
General and administrative 1,926 1,920 2,012
Corporate 322 307 306
Impairment charges 182 302 95
Depreciation and amortization 1,417 1,324 1,261
Transaction and other costs, net 38 ( 331 ) ( 13 )
Total operating expenses 9,628 8,941 9,056
Operating income
1,858 2,304 2,472
OTHER EXPENSE:
Interest expense, net ( 2,304 ) ( 2,366 ) ( 2,342 )
Loss on extinguishment of debt ( 4 ) ( 89 ) ( 200 )
Other income 2 27 10
Total other expense ( 2,306 ) ( 2,428 ) ( 2,532 )
Loss before income taxes
( 448 ) ( 124 ) ( 60 )
Benefit (provision) for income taxes 11 ( 87 ) 888
Net income (loss)
( 437 ) ( 211 ) 828
Net income attributable to noncontrolling interests
( 65 ) ( 67 ) ( 42 )
Net income (loss) attributable to Caesars
$ ( 502 ) $ ( 278 ) $ 786
Net income (loss) attributable to Caesars per share - basic and diluted:
Basic income (loss) per share
$ ( 2.42 ) $ ( 1.29 ) $ 3.65
Diluted income (loss) per share
$ ( 2.42 ) $ ( 1.29 ) $ 3.64
Weighted average basic shares outstanding 208 215 215
Weighted average diluted shares outstanding 208 215 216
The accompanying notes are an integral part of these consolidated financial statements.
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CAESARS ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Years Ended December 31,
(In millions) 2025 2024 2023
Net income (loss)
$ ( 437 ) $ ( 211 ) $ 828
Foreign currency and other
2 ( 1 ) 5
Other comprehensive income (loss), net of tax
2 ( 1 ) 5
Comprehensive income (loss)
( 435 ) ( 212 ) 833
Amounts attributable to noncontrolling interests:
Net income attributable to noncontrolling interests
( 65 ) ( 67 ) ( 42 )
Comprehensive income attributable to noncontrolling interests
( 65 ) ( 67 ) ( 42 )
Comprehensive income (loss) attributable to Caesars
$ ( 500 ) $ ( 279 ) $ 791
The accompanying notes are an integral part of these consolidated financial statements.
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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, 2023 — $ — 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
Stock-based compensation — — 1 — 95 — — — — 95
Net income (loss) — — — — — ( 502 ) — — 65 ( 437 )
Other comprehensive income, net of tax
— — — — — — 2 — — 2
Shares withheld related to net share settlement of stock awards — — — — ( 17 ) — — — — ( 17 )
Repurchase of common stock — — ( 9 ) — ( 231 ) — — — — ( 231 )
Transactions with noncontrolling interests — — — — — — — — ( 102 ) ( 102 )
Balance, December 31, 2025 — $ — 203 $ — $ 6,709 $ ( 3,303 ) $ 98 $ — $ 182 $ 3,686
The accompanying notes are an integral part of these consolidated financial statements.
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CAESARS ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
(In millions) 2025 2024 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)
$ ( 437 ) $ ( 211 ) $ 828
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 1,417 1,324 1,261
Amortization of deferred financing costs and discounts 178 179 200
Provision for credit losses
43 49 41
Loss on extinguishment of debt 4 89 200
Non-cash lease amortization 24 26 51
Gain on investments
( 1 ) ( 7 ) ( 5 )
Stock-based compensation expense
95 94 104
(Gain) loss on sale or disposal of property, equipment, trademark and businesses
17 ( 359 ) 22
Impairment charges 182 302 95
Deferred income taxes
( 11 ) 87 ( 888 )
Other non-cash adjustments to net (income) loss
( 8 ) ( 23 ) ( 40 )
Change in operating assets and liabilities:
Accounts receivable ( 53 ) 86 ( 82 )
Prepaid expenses and other assets ( 49 ) ( 13 ) 39
Income taxes receivable and payable, net ( 81 ) ( 48 ) ( 27 )
Accounts payable, accrued expenses and other liabilities ( 18 ) ( 500 ) 10
Net cash provided by operating activities
1,302 1,075 1,809
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment
( 805 ) ( 1,296 ) ( 1,264 )
Acquisition of intangible assets
( 4 ) ( 15 ) ( 30 )
Proceeds from sale of property, equipment, trademark and businesses
218 554 1
Proceeds from the sale of investments 8 14 4
Distributions from unconsolidated affiliate
23 39 —
Investments in unconsolidated affiliates ( 6 ) — ( 3 )
Other ( 5 ) — 36
Net cash used in investing activities ( 571 ) ( 704 ) ( 1,256 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt and revolving credit facilities 1,580 7,525 5,460
Repayments of long-term debt and revolving credit facilities ( 1,969 ) ( 7,670 ) ( 6,106 )
Financing obligation payments ( 26 ) ( 8 ) ( 8 )
Debt issuance and extinguishment costs — ( 121 ) ( 79 )
Repurchase of common stock ( 229 ) ( 191 ) —
Taxes paid related to net share settlement of equity awards ( 17 ) ( 17 ) ( 27 )
Payments to acquire ownership interest in subsidiary — — ( 66 )
Contributions from noncontrolling interest owners
— — 116
Distributions to noncontrolling interest owners ( 102 ) ( 16 ) ( 3 )
Net cash used in financing activities
( 763 ) ( 498 ) ( 713 )
Decrease in cash, cash equivalents and restricted cash
( 32 ) ( 127 ) ( 160 )
Cash, cash equivalents and restricted cash, beginning of period 1,016 1,143 1,303
Cash, cash equivalents and restricted cash, end of period $ 984 $ 1,016 $ 1,143
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Years Ended December 31,
(In millions) 2025 2024 2023
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents $ 887 $ 866 $ 1,005
Restricted cash 85 95 122
Restricted and escrow cash included in other long-term assets, net 12 55 16
Total cash, cash equivalents and restricted cash $ 984 $ 1,016 $ 1,143
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash interest paid for debt $ 813 $ 1,052 $ 846
Cash interest paid for rent related to financing obligations 1,349 1,324 1,286
Income taxes paid, net
81 48 26
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Payables for capital expenditures 109 174 169
Acquisition of intangible assets 3 32 —
Note receivable from WSOP trademark sale
— 250 —
The accompanying notes are an integral part of these consolidated financial statements.
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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 Balance Sheets as our “Balance Sheets,” (iii) our Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) as our “Statements of Operations,” 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 52 domestic properties in 18 states with approximately 51,400 slot machines, video lottery terminals and e-tables, approximately 2,700 table games and approximately 45,600 hotel rooms as of December 31, 2025. 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 its casino properties, 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 retail and online sports wagering across 34 jurisdictions in North America, 27 of which offer online sports betting, and operates iGaming in five jurisdictions in North America as of December 31, 2025. The Company operates the Caesars Sportsbook app, the Caesars Racebook app, the Caesars Palace Online Casino app and the Horseshoe Online Casino app. 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.
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 Company has divested certain properties and other assets, including non-core properties and, in previous cases, divestitures required by regulatory agencies. The presentation of financial information herein for the periods before an acquisition or divestiture is not fully comparable to the periods after the respective acquisition or divestiture 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. See Note 16 for segment information.
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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 impact the economic performance of the VIE and the right to receive benefits or the obligation to absorb losses that could be potentially significant to the VIE. We review investments, 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 or 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, 2025 and 2024, the Company held $ 2 million in marketable 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, 2025 and 2024, 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.
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CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Advertising
Advertising costs are expensed in the period the advertising first occurs. Advertising costs were $ 237 million, $ 231 million and $ 259 million for the years ended December 31, 2025, 2024 and 2023, respectively, and are included within operating expenses. Advertising costs related to the Caesars Digital segment are primarily recorded in Casino expense.
Interest Expense, Net
Years Ended December 31,
(In millions) 2025 2024 2023
Interest expense $ 2,329 $ 2,438 $ 2,394
Capitalized interest ( 5 ) ( 61 ) ( 40 )
Interest income ( 20 ) ( 11 ) ( 12 )
Total interest expense, net $ 2,304 $ 2,366 $ 2,342
Recently Issued Accounting Pronouncements
Pronouncements Implemented in 2025
In July 2025, the Financial Accounting Standards Board (“FASB’) issued Accounting Standards Update (“ASU’) 2025-05, “ Financial Instruments-Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets .” Amendments in this update provide all entities with a practical expedient in developing reasonable and supportable forecasts when estimating expected credit losses, allowing entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. As of December 31, 2025, the Company has implemented the update and will apply the amendments in the update prospectively.
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 are effective for annual periods beginning after December 15, 2024. As of December 31, 2025, the Company has implemented the updated amendments included in ASU 2023-09 retrospectively to ensure all periods presented are comparable. See Note 14 for additional details.
Pronouncements to Be Implemented in Future Periods
In September 2025, the FASB issued ASU 2025-06, “ Intangibles-Goodwill and Other-Internal-Use Software: Targeted Improvements to the Accounting for Internal-Use Software .” Currently, entities are required to capitalize development costs incurred for internal-use software depending on the nature of the costs and project stage. The amendments in this update improve the operability of the guidance by removing all references to software development project stages so that guidance is neutral to different software development methods. Amendments in this update are effective for all entities for annual periods beginning after December 15, 2027. An entity may apply the new guidance; i) prospectively, ii) using a modified transition approach based on the status of a project, or iii) retrospectively. We do not expect the amendments in this update to have a material impact on our Financial Statements.
In November 2024 (as clarified in January 2025 by ASU 2025-01), FASB issued 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 which is generally not presented in 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 within annual 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.
Note 3. Divestitures
The Company periodically divests assets that it may not consider core to its business to raise capital or, in previous cases, to comply with conditions, terms, obligations or restrictions imposed by antitrust, gaming and other regulatory entities. The carrying value of 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.
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CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The LINQ Promenade and Rio 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.
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.
The following information presents the net revenues and net income 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
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. Concurrent with signing the sale agreement, the Company entered into licensing agreements with NSUS that allow 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.
In July 2025, the Company monetized $ 225 million of the note receivable and applied the proceeds to the redemption of outstanding debt (See Note 9 ). The remaining 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.
Note 4. Property and Equipment, net
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 class 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. Initial 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.
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CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The Company evaluates its property and equipment and other long-lived assets for impairment whenever indicators of impairment exist. The Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment charge may be recorded for any difference between fair value and the carrying value. All recognized impairment losses are recorded as operating expenses, unless the assets represent a discontinued operation.
Property and Equipment, Net
December 31,
(In millions) 2025 2024
Land $ 2,057 $ 2,059
Buildings, riverboats, and leasehold and land improvements 15,295 14,866
Furniture, fixtures, and equipment 3,174 2,880
Construction in progress 153 167
Total property and equipment 20,679 19,972
Less: accumulated depreciation ( 6,321 ) ( 5,160 )
Total property and equipment, net $ 14,358 $ 14,812
Depreciation Expense
Years Ended December 31,
(In millions) 2025 2024 2023
Depreciation expense $ 1,284 $ 1,189 $ 1,117
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 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 other 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. For our annual impairment testing, the Company elected a qualitative approach (“step zero”) for certain of our indefinite-lived assets, where it was determined that it is more likely than not that the fair value of the asset is in excess of its carrying value. To perform the step zero analysis the Company considers general economic conditions, recent and projected financial performance, market competition and changes in the carrying amount of our reporting units for goodwill. We also consider the period of time between the last qualitative assessment performed as well as the passing margin in which fair value exceeded the carrying value. If the qualitative assessment indicates that it is more likely than not that the carrying amount of the reporting unit or indefinite-lived intangible asset exceeds its fair value, the Company does not proceed to a quantitative assessment. For those assets where a quantitative assessment is performed, the Company utilized a combined income approach, using a discounted cash flow method, and a guideline public company method to estimate the 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, as applicable. 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.
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CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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 finalizing our future operating and capital plans, the Company reflected a decrease in future cash flows associated with certain properties in our Regional segment, primarily due to localized competition within certain markets. During the year ended December 31, 2025, the Company identified three reporting units in the Regional segment with estimated fair values associated with trademarks and goodwill below their respective carrying values. This resulted in a trademark impairment of $ 22 million and goodwill impairments of $ 160 million. During the year ended December 31, 2024, 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. This resulted in trademark impairments of $ 15 million, gaming rights impairments of $ 73 million and goodwill impairments of $ 182 million. Trademark impairment totaling $ 32 million was also recognized in the year ended December 31, 2024, due to the performance of our smallest brand in the Las Vegas segment. During the year ended December 31, 2023, the Company identified two reporting units in the Regional segment with estimated fair values associated with gaming rights and goodwill below their respective carrying values. This resulted in gaming right impairments of $ 81 million and goodwill impairments of $ 14 million.
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, 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
$ 6,682 $ 2,715 $ 1,204 $ — $ 10,601
Gross Goodwill:
Balance as of January 1, 2025
$ 6,682 $ 3,093 $ 1,204 $ — $ 10,979
Other
— — — — —
Balance as of December 31, 2025
6,682 3,093 1,204 — 10,979
Accumulated Impairment:
Balance as of January 1, 2025
— ( 378 ) — — ( 378 )
Impairment — ( 160 ) — — ( 160 )
Balance as of December 31, 2025
— ( 538 ) — — ( 538 )
Net carrying value, as of December 31, 2025 (b)
$ 6,682 $ 2,555 $ 1,204 $ — $ 10,441
____________________
(a) Sale of the LINQ Promenade; see Note 3 .
(b) $ 914 million 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.
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CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Changes in Carrying Amount of Intangible Assets Other than Goodwill
Amortizing Non-Amortizing Total
(In millions) 2025 2024 2025 2024 2025 2024
Balance as of January 1 $ 856 $ 946 $ 3,277 $ 3,577 $ 4,133 $ 4,523
Impairment — — ( 22 ) ( 120 ) ( 22 ) ( 120 )
Amortization expense ( 133 ) ( 135 ) — — ( 133 ) ( 135 )
Acquisition of developed technology
5 21 — — 5 21
Acquisition of gaming rights and customer relationships
2 26 — — 2 26
Other (a)
— ( 2 ) — ( 180 ) — ( 182 )
Balance as of December 31 $ 730 $ 856 $ 3,255 $ 3,277 $ 3,985 $ 4,133
____________________
(a) Includes sale of the WSOP trademark, see Note 3 .
Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill
December 31, 2025 December 31, 2024
(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 1 - 7 years
$ 595 $ ( 495 ) $ 100 $ 593 $ ( 432 ) $ 161
Gaming rights and other 10 - 34 years
262 ( 57 ) 205 262 ( 42 ) 220
Trademarks 15 years
313 ( 127 ) 186 313 ( 109 ) 204
Reacquired rights 24 years
250 ( 49 ) 201 250 ( 38 ) 212
Technology 3 - 6 years
134 ( 96 ) 38 129 ( 70 ) 59
$ 1,554 $ ( 824 ) 730 $ 1,547 $ ( 691 ) 856
Non-amortizing intangible assets other than goodwill
Trademarks 1,749 1,771
Gaming rights 983 983
Caesars Rewards 523 523
3,255 3,277
Total amortizing and non-amortizing intangible assets other than goodwill, net
$ 3,985 $ 4,133
Amortization expense with respect to intangible assets for the years ended December 31, 2025, 2024 and 2023 totaled $ 133 million, $ 135 million and $ 144 million, respectively, which is included in Depreciation and amortization in the Statements of Operations.
Estimated Five-Year Amortization
Years Ended December 31,
(In millions) 2026 2027 2028 2029 2030
Estimated annual amortization expense $ 135 $ 88 $ 46 $ 44 $ 44
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CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 6. Accrued Other Liabilities
Accrued other liabilities consisted of the following:
December 31,
(In millions) 2025 2024
Contract and contract related liabilities (See Note 10 )
$ 546 $ 592
Accrued payroll and other related liabilities 236 238
Self-insurance claims and reserves (See Note 8 )
212 204
Accrued taxes 199 205
Accrued marketing 21 21
Operating lease liability (See Note 7 )
20 21
Other accruals 384 344
Total accrued other liabilities $ 1,618 $ 1,625
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 various short-term and long-term extension options. If we are reasonably certain an extension option will be exercised, the renewal period is currently included in the lease term. The Company’s lease agreements do not contain any material restrictive covenants, other than those described below.
Lessee Arrangements
Operating Leases
The Company leases real estate and equipment used in operations from third parties. 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, 2025 and 2024, the Company obtained $ 25 million and $ 10 million, respectively, of right-of-use (“ROU”) assets in exchange for new lease liabilities. During both the years ended December 31, 2025 and 2024, the Company disposed of $ 1 million 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.
Operating leases recorded on the balance sheet consist of the following:
December 31,
(In millions) Classification on the Balance Sheet 2025 2024
Assets:
Operating lease ROU assets Other long-term assets, net $ 604 $ 604
Liabilities:
Current operating lease liabilities
Accrued other liabilities 20 21
Non-current operating lease liabilities
Other long-term liabilities 722 716
Lease Terms and Discount Rate December 31,
2025 2024
Weighted Average Remaining Lease Term (in years) 30.9 31.7
Weighted Average Discount Rate 8.1 % 8.2 %
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CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Components of Lease Expense
Years Ended December 31,
(In millions) 2025 2024 2023
Operating lease expense $ 87 $ 81 $ 96
Short-term and variable lease expense 147 158 159
Total operating lease costs $ 234 $ 239 $ 255
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) 2025 2024 2023
Operating cash flows for operating leases $ 81 $ 81 $ 116
Maturities of Lease Liabilities
(In millions) Operating Leases
2026 $ 81
2027 82
2028 80
2029 78
2030 74
Thereafter 1,795
Total future minimum lease payments 2,190
Less: present value factor ( 1,448 )
Total lease liability $ 742
Finance Leases
The Company has finance leases for certain equipment and real estate. As of December 31, 2025, the Company’s finance leases had remaining lease terms of up to approximately 33 years, some of which include options to extend. The Company’s finance lease ROU assets and liabilities were $ 136 million and $ 147 million as of December 31, 2025, respectively, and $ 60 million and $ 68 million as of December 31, 2024, 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, which commenced 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 require the Company to sell to VICI and lease back (as lessee), the real estate components of the Forum Convention Center, was not exercised by Caesars prior to the end of the Company’s election period. VICI’s election period expires on December 31, 2028. In the event that VICI exercises the option, the Forum Convention Center would be sold at a price and leased back to CEI in accordance to the terms and conditions of the put-call right agreement, as amended.
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.
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CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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.
The future minimum payments related to the GLPI Leases, including the Lumière Lease, and VICI Leases financing obligations, as amended, at December 31, 2025 were as follows:
(In millions) GLPI Leases VICI Leases
2026 $ 115 $ 1,254
2027 117 1,275
2028 119 1,305
2029 120 1,326
2030 122 1,346
Thereafter 4,126 41,634
Total future payments 4,719 48,140
Less: Amounts representing interest ( 3,675 ) ( 37,328 )
Plus: Residual values 240 893
Financing obligation $ 1,284 $ 11,705
Cash payments made relating to the Company’s long-term financing obligations during the years ended December 31, 2025, 2024 and 2023 were as follows:
GLPI Leases (a)
VICI Leases (a)
December 31, December 31,
(In millions) 2025 2024 2023 2025 2024 2023
Cash paid for principal $ — $ — $ 1 $ 1 $ 1 $ 1
Cash paid for interest 113 112 111 1,236 1,212 1,175
____________________
(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, 2025.
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CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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, 2025, 2024 and 2023, we recognized $ 1.9 billion, $ 2.0 billion and $ 2.1 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, 2025, 2024 and 2023, lease revenue related to conventions was $ 56 million, $ 51 million and $ 40 million, respectively.
Real Estate Operating Leases
We enter into long-term real estate leasing arrangements with third party lessees at our properties. As of December 31, 2025, the remaining terms of most of our operating leases ranged from 1 to 15 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, 2025, 2024 and 2023, we recognized $ 128 million, $ 148 million and $ 166 million, respectively, of real estate lease revenue, which is included in Other revenue in the Statement of Operations. Real estate lease revenue includes $ 60 million, $ 62 million and $ 68 million of variable rental income for the years ended December 31, 2025, 2024 and 2023, respectively.
Maturities of Lease Receivables
(In millions) Operating Leases
2026 $ 62
2027 58
2028 53
2029 49
2030 45
Thereafter 665
Total $ 932
Note 8. Litigation, Commitments and Contingencies
Litigation
General
We are 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 certain 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 changes in such estimates are not expected to have a material impact on our results of operations.
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CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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 (the “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 to all such inquiries and have cooperated fully with regulators.
While we intend to vigorously defend ourselves in the above-described proceedings, we believe it is reasonably possible that we may incur losses associated therewith. It is not possible at this time to estimate the amount of loss or range of loss, if any, that might result from adverse judgments, settlements, or other resolution given the stage of these proceedings, the absence of specific allegations regarding the alleged damages, the uncertainty as to the certification of a class or classes and the size of any certified class, if applicable, and/or the lack of resolution of significant factual and legal issues. Moreover, additional lawsuits and claims related to the Data Incident may be asserted and governmental agencies may open additional inquiries or investigations into the Data Incident. We have received, and continue to pursue, reimbursements from insurance carriers for costs incurred as a result of the Data Incident.
We have incurred, and may continue to incur, certain expenses related to the Data Incident, including expenses to respond to, remediate and investigate this matter. The full scope of the costs and related impacts of this incident, including the extent to which these costs will be offset by our cybersecurity insurance or potential indemnification claims against third parties, has not been determined. We are unable to predict the full impact of this incident and its impact on guest behavior in the future, including whether a change in our guests’ behavior could negatively impact our financial condition and results of operations on an ongoing basis. Based on our assessment, the incident has not had a material impact, and we do not believe the incident has materially affected or will materially affect us, including our operations, business strategy, results of operations, or financial condition.
Contractual Commitments
Sports Sponsorship/Partnership Obligations
The Company has agreements with certain sporting event facilities and professional sports teams primarily for tickets, suites, advertising, marketing, promotional and sponsorship opportunities. 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 and recognizes expenses in the period services are received. As of December 31, 2025 and 2024 , obligations related to these agreements were $ 318 million and $ 421 million, respectively, with contracts extending through 2040.
Maturities of Sports Sponsorship/Partnership Obligations as of December 31, 2025
(In millions)
2026 $ 51
2027 27
2028 27
2029 26
2030 24
Thereafter 163
Total $ 318
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 $ 212 million and $ 204 million as of December 31, 2025 and 2024, respectively, which is included in Accrued other liabilities in our Balance Sheets.
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CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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.
Note 9. Long-Term Debt
December 31, 2025 December 31, 2024
(Dollars in millions) Final Maturity Rates Face Value Book Value Book Value
Secured Debt
CEI Revolving Credit Facility 2028 variable $ 160 $ 160 $ —
CEI Term Loan A 2028 variable 637 636 673
CVA Revolving Credit Facility
2029 variable — — —
CVA Delayed Draw Term Loan
2029 variable 386 381 288
CEI Term Loan B
2030 variable
2,031 2,002 2,021
CEI Term Loan B-1
2031 variable
2,849 2,820 2,844
CEI Senior Secured Notes due 2030
2030 7.00 % 2,000 1,986 1,982
CEI Senior Secured Notes due 2032
2032 6.50 % 1,500 1,486 1,484
Unsecured Debt
CEI Senior Notes due 2029
2029 4.625 % 1,200 1,192 1,190
CEI Senior Notes due 2032
2032
6.00 % 1,100 1,087 1,086
CEI Senior Notes due 2027 N/A N/A — — 542
Special Improvement District Bonds 2037 4.30 % 40 40 42
Long-term notes and other payables 2 2 2
Total debt 11,905 11,792 12,154
Current portion of long-term debt ( 114 ) ( 114 ) ( 109 )
Deferred finance charges associated with the CEI Revolving Credit Facility
— ( 8 ) ( 12 )
Long-term debt $ 11,791 $ 11,670 $ 12,033
Unamortized discounts and deferred finance charges $ 121 $ 152
Fair value $ 11,912
Annual Estimated Debt Service Requirements
Years Ended December 31,
(In millions) 2026 2027 2028 2029 2030 Thereafter
Total
Annual maturities of long-term debt $ 114 $ 114 $ 805 $ 1,574 $ 3,962 $ 5,336 $ 11,905
Estimated interest payments 710 690 660 640 410 300 3,410
Total debt service obligation (a)
$ 824 $ 804 $ 1,465 $ 2,214 $ 4,372 $ 5,636 $ 15,315
____________________
(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, 2025 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.
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.
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CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Net amortization of the debt issuance costs and the discount and/or premium associated with the Company’s indebtedness totaled $ 27 million, $ 30 million and $ 48 million for the years ended December 31, 2025, 2024 and 2023, respectively, and is included in Interest expense, net in the Statements of Operations.
Fair Value
The fair value of debt has been calculated primarily based on the borrowing rates available as of December 31, 2025 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. 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. 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.
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, 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 will mature on February 6, 2030.
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 will mature on February 6, 2031.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
As of December 31, 2025, the Company had $ 1.9 billion of available borrowing capacity under the CEI Revolving Credit Facility, after consideration of $ 83 million in outstanding letters of credit, $ 46 million committed for regulatory purposes, the outstanding amount, and the reserves described above.
Caesars Virginia 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 up to 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 which began on June 30, 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.
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.
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 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.
CEI Senior Notes due 2027
On July 6, 2020, Colt Merger Sub, Inc. (the “Escrow Issuer”) issued $ 1.8 billion in aggregate principal amount of 8.125 % Senior Notes due 2027 (the “CEI Senior Notes due 2027”) pursuant to an indenture, dated July 6, 2020, by and between the Escrow Issuer and U.S. Bank National Association, as trustee. The CEI Senior Notes due 2027 ranked equally with all existing and future senior unsecured indebtedness of the Company and the subsidiary guarantors. The CEI Senior Notes due 2027 were scheduled to mature on July 1, 2027, with interest payable semi-annually on January 1 and July 1 of each year.
On July 8, 2025, the Company fully redeemed all of the $ 546 million outstanding principal amount of the CEI Senior Notes due 2027 and paid the related accrued interest and expenses with borrowings under the CEI Revolving Credit Facility and proceeds received from the partial repayment and sale of $ 225 million of notes receivable related to the previously disclosed WSOP
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
trademark sale. As a result of the early repayment, the Company recognized approximately $ 4 million of loss on extinguishment of debt.
Summary of Debt and Revolving Credit Facility Cash Flows from Financing Activities in 2025
(In millions) Proceeds Repayments (a)
CEI Revolving Credit Facility $ 1,475 $ 1,315
CEI Term Loan A — 38
CVA Delayed Draw Term Loan 105 14
CEI Term Loan B — 25
CEI Term Loan B-1 — 29
CEI Senior Notes due 2027 — 546
Special Improvement District Bonds — 2
Total $ 1,580 $ 1,969
____________________
(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 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 agreement.
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, applicable to the operations of Caesars Virginia.
As of December 31, 2025, the Company was in compliance with all of the applicable financial covenants described above.
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 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 10. Revenue Recognition
Accounting Policies
Casino Revenues
Casino revenues are generated from gaming wagers, pari-mutuel wagers and 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 provided to customers. Incentive activity in highly competitive markets, or when entering new jurisdictions with Caesars’ sportsbook, racebook, or iGaming apps, may negatively impact net gaming revenues. Pari-mutuel commissions are recognized at the time wagers are made and consist of commissions earned from live thoroughbred racing, live harness racing, or imported simulcast signals from other racetracks. 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 also 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 present 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, 2025
(In millions) Las Vegas Regional Caesars Digital Managed and Branded Corporate and Other Total
Casino $ 1,072 $ 4,193 $ 1,359 $ — $ ( 7 ) $ 6,617
Food and beverage 1,099 616 — — ( 1 ) 1,714
Hotel 1,313 632 — — — 1,945
Other 565 315 49 279 2 1,210
Net revenues $ 4,049 $ 5,756 $ 1,408 $ 279 $ ( 6 ) $ 11,486
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
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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
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, 2025 and 2024, no significant concentrations of credit risk related to receivables existed.
Reserve for Uncollectible Accounts Receivable
An estimated allowance for credit losses 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) 2025 2024
Casino $ 221 $ 206
Food and beverage and hotel 100 107
Other 155 157
Accounts receivable, net $ 476 $ 470
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Allowance for Credit Losses
(In millions) Contracts Other (a)
Total
Balance as of January 1, 2023
$ 101 $ 17 $ 118
Provision for credit losses
29 12 41
Write-offs less recoveries ( 49 ) ( 17 ) ( 66 )
Balance as of December 31, 2023
81 12 93
Provision for credit losses
37 12 49
Write-offs less recoveries ( 31 ) ( 12 ) ( 43 )
Balance as of December 31, 2024
87 12 99
Provision for credit losses
37 6 43
Write-offs less recoveries ( 40 ) ( 9 ) ( 49 )
Balance as of December 31, 2025
$ 84 $ 9 $ 93
____________________
(a) “Other” includes allowance associated with lease receivables under ASC 842. See Note 7 for further details.
Contract and Contract Related Liabilities
The Company records contract or contract related liabilities related to differences between the timing of cash receipts from the customer and the recognition of revenue. The Company generally has three types of liabilities related to contracts with customers: (1) an outstanding chip liability, (2) Caesars Rewards player loyalty program obligations, and (3) customer deposits and other deferred revenue. 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.
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) 2025 2024 2025 2024 2025 2024
Balance at January 1 $ 47 $ 42 $ 79 $ 86 $ 549 $ 693
Balance at December 31 39 47 89 79 492 549
Increase (decrease) $ ( 8 ) $ 5 $ 10 $ ( 7 ) $ ( 57 ) $ ( 144 )
During the year ended December 31, 2025, customer deposits and other deferred revenue decreased primarily due to a reduction in gaming deposits. During the year ended December 31, 2024, customer deposits and other deferred revenue decreased primarily due to a reduction in gaming deposits and advanced ticket sales.
Outstanding Chip Liability
The outstanding chip liability represents the amounts owed for the exchange of gaming chips in the possession of our customers. Annually, the Company estimates the value of outstanding chips that are not expected to be redeemed and recognizes the impact on gaming revenues. 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 utilizes 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, with consideration of chip 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. The Caesars Rewards liability represents the deferred allocation of revenue relating to reward credits granted to Caesars Rewards members based on certain types of customer spend, including retail and online gaming, hotel, dining, retail shopping, and player loyalty program incentives earned. 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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 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 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.
Customer Deposits and Other Deferred Revenue
Customer deposits and other deferred revenue primarily represents funds deposited by customers related to gaming play or advance payments received for goods and services yet to be provided. This includes, among other things, advance ticket sales, deposits on rooms and convention space, unpaid wagers, iGaming deposits, and future sports bets.
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 for both years ended December 31, 2025 and 2024 and $ 1.4 billion for the year ended December 31, 2023.
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 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.
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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, 2025, 2024 and 2023:
Years Ended December 31,
(In millions, except per share amounts) 2025 2024 2023
Net income (loss) attributable to Caesars
$ ( 502 ) $ ( 278 ) $ 786
Shares outstanding:
Weighted average shares outstanding – basic 208 215 215
Effect of dilutive securities:
Stock-based compensation awards — — 1
Weighted average shares outstanding – diluted 208 215 216
Net income (loss) per common share attributable to common stockholders – basic:
$ ( 2.42 ) $ ( 1.29 ) $ 3.65
Net income (loss) per common share attributable to common stockholders – diluted:
$ ( 2.42 ) $ ( 1.29 ) $ 3.64
Weighted-Average Number of Anti-Dilutive Shares Excluded from Calculation of EPS
Years Ended December 31,
(In millions) 2025 2024 2023
Stock-based compensation awards 5 4 1
Total anti-dilutive common stock 5 4 1
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, 2025, the Company had approximately 8 million shares available for grant under the 2015 Plan.
Equity awards granted to employees and executive officers generally vest within three years from the grant date either ratably on each anniversary, or entirely at the end of the service period. Awards may also contain performance conditions in addition to time based vesting conditions. Performance awards relate to the achievement of defined levels of performance and will vest and become payable at the end of the vesting period. Performance awards may contain targeted performance levels, which may ultimately vest within a range of 0 % to 200 % of the target award, based on defined operating metrics or market performance as compared to a peer group. RSUs granted to non-employee directors generally vest immediately and are issued on the vesting date, or may be deferred.
Total stock-based compensation expense in the accompanying Statements of Operations was $ 95 million, $ 94 million and $ 104 million during the years ended December 31, 2025, 2024 and 2023, 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, 2025, the Company granted RSUs to employees of the Company with an aggregate fair value of $ 79 million, which generally vest ratably on each anniversary over three years from the grant date. Each RSU represents the right to receive payment in respect of one share of the Company’s Common Stock.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
A summary of the RSUs activity for the year ended December 31, 2025 is presented in the following table:
Units Weighted Average Grant Date Fair Value (a)
Unvested outstanding as of December 31, 2024
2,668,811 $ 47.64
Granted (b)
2,355,297 33.65
Vested ( 1,236,947 ) 48.43
Forfeited ( 218,683 ) 40.32
Unvested outstanding as of December 31, 2025
3,568,478 38.58
____________________
(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 72,668 RSUs granted to non-employee members of the Board during the year ended December 31, 2025.
Performance Stock Unit Activity
During the year ended December 31, 2025, the Company granted PSUs to employees of the Company with an aggregate fair value of $ 5 million as of December 31, 2025. On the vesting date, recipients will generally 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, 2025 is presented in the following table:
Units Weighted Average Grant Date Fair Value (a)
Unvested outstanding as of December 31, 2024
397,156 $ 33.42
Granted 233,430 23.39
Performance Adjustment ( 29,695 )
Vested ( 80,261 ) 34.76
Forfeited ( 2,596 ) 29.11
Unvested outstanding as of December 31, 2025
518,034 23.39
____________________
(a) 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, 2025, the Company granted MSUs to employees of the Company with an aggregate fair value of $ 16 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
A summary of the MSUs activity for the year ended December 31, 2025 is presented in the following table:
Units Weighted Average Grant Date Fair Value (a)
Unvested outstanding as of December 31, 2024
1,096,104 $ 73.15
Granted 350,152 46.03
Performance Adjustment ( 283,204 )
Vested ( 107,036 ) 101.71
Forfeited ( 6,562 ) 71.57
Unvested outstanding as of December 31, 2025
1,049,454 61.04
____________________
(a) Represents the grant date fair value determined using a Monte Carlo simulation model.
Unrecognized Compensation Cost
As of December 31, 2025, the Company had $ 101 million of unrecognized compensation expense, which is expected to be recognized over a weighted-average period of 1.7 years.
Accumulated Other Comprehensive Income
The changes in AOCI by component, net of tax, for the periods through December 31, 2025 and 2024 are shown below.
(In millions) Accumulated Other Comprehensive Income (Loss)
Balances as of December 31, 2023
$ 97
Foreign currency and other
( 1 )
Balances as of December 31, 2024 $ 96
Foreign currency and other
2
Balances as of December 31, 2025 $ 98
Share Repurchase Programs
During the year ended December 31, 2024, the Company reached the limit of authorized repurchases under the $ 150 million common stock repurchase plan announced on November 8, 2018, by acquiring 3,872,478 shares of common stock at an aggregate value of $ 141 million.
On October 2, 2024, the Company announced that its Board 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. 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.
The following table illustrates the Company’s shares repurchased for the years ended December 31, 2025, 2024 and 2023:
Years Ended December 31,
(In millions, except share and per share data)
2025 2024 2023
Shares repurchased (a)
9,606,145 5,135,468 —
Total cost (b)
$ 229 $ 191 $ —
Average price paid per share $ 23.86 $ 37.17 $ —
____________________
(a) Shares repurchased reflect repurchases settled during the years ended December 31, 2025, 2024 and 2023, as applicable. These amounts exclude repurchases, if any, traded but not yet settled on or before December 31, 2025, 2024 and 2023, respectively.
(b) Total cost excludes commissions or applicable excise tax.
Under the 2024 Share Repurchase Program, as of December 31, 2025, the Company has authorization to repurchase up to $ 221 million more of our outstanding common stock. All shares repurchased under the 2024 Share Repurchase Program are retired upon repurchase.
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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 $ 34 million, $ 31 million and $ 29 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Defined-Benefit Plans
Scioto Downs sponsors a noncontributory defined-benefit plan that covered 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, 2025, the fair value of the plan assets and benefit obligation were both approximately $ 1 million. We did not make cash contributions to the pension plan during the years ended December 31, 2025, 2024 or 2023.
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, 2025, the fair value of the plan assets was $ 33 million and the benefit obligations were $ 22 million. Contributions to the plan were $ 2 million for each of the years ended December 31, 2025, 2024 and 2023, respectively.
Deferred Compensation Plans
Active
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, 2025 and 2024 was $ 8 million and $ 6 million, respectively, which was recorded in Other long-term liabilities in the Balance Sheets.
Frozen
As of December 31, 2025, 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 “frozen 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 $ 28 million and $ 30 million as of December 31, 2025 and 2024, respectively.
CEI is a party to a trust agreement and an escrow agreement (collectively the “Agreements”) with respect to the five frozen plans, 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 Agreements were $ 51 million and $ 53 million, as of December 31, 2025 and 2024, respectively, and have been reflected within Other long-term assets, net in the Balance Sheets.
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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 2025 FIP/RP Status (b)
2025 2024 2023 Surcharge Imposed Expiration Date of Collective Bargaining Agreement (c)
Western Unite Here and Employers Pension Fund (d)(e)
93-4160766/ 001
Green No $ 28 $ 27 $ 26 No September 30, 2028
Legacy Plan of the UNITE HERE Retirement Fund (f)
82-0994119/ 001
Red Yes 11 11 10 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 7 N/A August 31, 2029
Painters IUPAT 52-6073909/ 001
Red Yes 1 1 1 No June 30, 2026
Other Funds 4 4 4
Total Contributions $ 58 $ 57 $ 55
____________________
(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, 2024 and as of the date the financial statements were issued, Forms 5500 were not available for the 2025 plan year.
(e) Merged pension fund formed in 2024 that holds all the assets of the former Southern Nevada Culinary and Bartenders Pension Plan. Contributions prior to the merger were funded to the former plan.
(f) The HEREIU Pension Fund consists of two separate plans, the Legacy Plan of the HEREIU Pension Fund and the Adjustable Plan of the HEREIU Pension Fund. CEI makes a single contribution to the HEREIU Pension Fund, the Trustees of which allocate such contribution between the Legacy Plan and the Adjustable Plan. The contribution amount reflected to the Legacy Plan is the aggregate contribution made to the HEREIU Pension Fund before such allocation between the Legacy Plan and the Adjustable Plan of the HEREIU Pension Fund.
Note 14. Income Taxes
The components of the Company’s provision for income taxes for the years ended December 31, 2025, 2024 and 2023 are presented below.
Components of Income (Loss) Before Income Taxes Years Ended December 31,
(In millions) 2025 2024 2023
United States $ ( 477 ) $ ( 150 ) $ ( 90 )
Outside of the U.S. 29 26 30
$ ( 448 ) $ ( 124 ) $ ( 60 )
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Income Tax Provision (Benefit) from Operations
Years Ended December 31,
(In millions) 2025 2024 2023
United States
Current
Federal $ 27 $ 38 $ —
State & Local 12 27 23
Deferred
Federal ( 50 ) 36 ( 754 )
State & Local ( 7 ) ( 23 ) ( 166 )
Outside of the U.S.
Current 9 10 9
Deferred ( 2 ) ( 1 ) —
$ ( 11 ) $ 87 $ ( 888 )
The following is an allocation of the total income tax provision (benefit) for the years ended December 31, 2025, 2024 and 2023:
Years Ended December 31,
(In millions) 2025 2024 2023
Income tax provision (benefit) applicable to:
Income (loss) from operations
$ ( 11 ) $ 87 $ ( 888 )
Additional paid-in capital — — ( 12 )
Other comprehensive income — — 1
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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, 2025, 2024 and 2023:
Years Ended December 31,
(In millions) 2025 2024 2023
Federal statutory income tax provision (benefit) $ ( 94 ) 21.0 % $ ( 26 ) 21.0 % $ ( 13 ) 21.0 %
State and local income tax provision (benefit) *
3 ( 0.7 ) % 2 ( 1.6 ) % ( 114 ) 190.0 %
Foreign taxes
United Kingdom
Branch taxes 4 ( 0.9 ) % 4 ( 3.2 ) % 3 ( 5.0 ) %
Other ( 1 ) 0.2 % — — % — — %
Other foreign jurisdictions — — % 2 ( 1.6 ) % 3 ( 5.0 ) %
Federal effect of change in tax law or rates — — % — — % — — %
Federal effect of cross-border tax laws — — % ( 1 ) 0.8 % ( 1 ) 1.7 %
Federal tax credits
Research and development tax credit ( 3 ) 0.7 % ( 3 ) 2.4 % ( 7 ) 11.7 %
FICA tax credit ( 7 ) 1.6 % ( 8 ) 6.5 % ( 8 ) 13.3 %
Foreign tax credit 4 ( 0.9 ) % ( 4 ) 3.2 % — — %
Other tax credits
( 1 ) 0.2 % ( 1 ) 0.8 % ( 1 ) 1.7 %
Change in federal valuation allowance 43 ( 9.6 ) % 56 ( 45.2 ) % ( 764 ) 1274.0 %
Federal effect of nontaxable or nondeductible items
Goodwill impairments 27 ( 6.0 ) % 53 ( 42.7 ) % 3 ( 5.0 ) %
Nondeductible compensation and benefits 7 ( 1.6 ) % 8 ( 6.5 ) % 8 ( 13.3 ) %
Minority interests ( 14 ) 3.1 % ( 14 ) 11.3 % ( 9 ) 15.0 %
Share based compensation awards 12 ( 2.7 ) % 12 ( 9.7 ) % 10 ( 16.7 ) %
Other nontaxable or nondeductible items 4 ( 0.9 ) % 6 ( 4.8 ) % 2 ( 3.3 ) %
Increase/(decrease) in unrecognized tax benefits 6 ( 1.3 ) % 1 ( 0.8 ) % — — %
Other ( 1 ) 0.3 % — ( 0.1 ) % — ( 0.1 ) %
Reported income tax provision (benefit) $ ( 11 ) 2.5 % $ 87 ( 70.2 ) % $ ( 888 ) 1480.0 %
____________________
* In 2025, state and local income taxes in Maryland and New Jersey made up the majority (greater than 50 percent) of the tax effect in this category. In 2024, state and local income taxes in Florida, Maryland, and New Jersey made up the majority of the tax effect in this category. In 2023, state and local income taxes in Illinois and New Jersey made up the majority of the tax effect in this category.
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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, 2025 and 2024 are as follows:
As of December 31,
(In millions) 2025 2024
Deferred tax assets:
Loss carryforwards $ 391 $ 391
Excess business interest expense 549 499
Credit carryforwards — 39
Financing obligation 2,707 2,673
Long-term lease obligation 220 202
Other 238 237
4,105 4,041
Deferred tax liabilities:
Identified intangibles ( 713 ) ( 677 )
Fixed assets ( 2,099 ) ( 2,214 )
Right-of-use assets ( 183 ) ( 168 )
Other ( 80 ) ( 94 )
( 3,075 ) ( 3,153 )
Valuation allowance ( 1,021 ) ( 956 )
Net deferred tax assets (liabilities)
$ 9 $ ( 68 )
Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use existing deferred tax assets. The Company is 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, 2025, the Company had federal and state net operating loss carryforwards of $ 15 million and $ 9.1 billion, respectively, and federal general business tax credit and research tax credit carryforwards of $ 52 million, which will expire on various dates as follows:
Year of Expiration Net Operating Losses Tax Credits
(In millions) Federal States Federal
2026-2030 $ — $ 1,245 $ —
2031-2035 15 3,829 —
2036-2045 — 1,603 52
Do not expire — 2,387 —
$ 15 $ 9,064 $ 52
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.
Reconciliation of Unrecognized Tax Benefits Years Ended December 31,
(In millions) 2025 2024 2023
Balance as of beginning of year $ 116 $ 124 $ 128
Additions based on tax positions related to the current year — — —
Additions for tax positions of prior years 4 1 1
Reductions for tax positions for prior years — ( 9 ) ( 5 )
Expiration of statutes — — —
Balance as of end of year $ 120 $ 116 $ 124
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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
We accrue interest and penalties related to unrecognized tax benefits in income tax expense. During 2025, we increased our unrecognized tax benefits by $ 4 million, primarily due to federal and state research tax credits claimed. 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. There was an accrual for the payment of interest and penalties of $ 2 million and $ 1 million as of December 31, 2025 and December 31, 2024, respectively. Included in the balances of unrecognized tax benefits as of December 31, 2025 and December 31, 2024 was $ 110 million and $ 106 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 2022.
The following is a break-out of the significant income taxes paid (refunded) for the years ended December 31, 2025, 2024 and 2023:
Years Ended December 31,
(In millions) 2025 2024 2023
Federal *
$ 60 $ 10 $ —
State
Florida
1 7 1
Illinois
3 3 3
New Jersey
4 7 3
Virginia
( 3 ) 5 —
Other states
6 5 7
Foreign
Canada
3 4 5
United Kingdom
6 5 7
Other foreign
1 2 —
$ 81 $ 48 $ 26
____________________
* Included in the Federal income taxes paid for the year ended December 31, 2025 is $ 19 million of tax credits that the Company purchased from a third-party.
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, 2025 and 2024 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 the Eastern Band of Cherokee Indians, 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
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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 Company participates ratably, based on ownership percentage, in the profits and losses of the joint venture. During the year ended December 31, 2025, the Company made distributions totaling $ 102 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 is 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 Investments 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, 2024
$ 147
Distributions
( 39 )
Equity in earnings
11
Balance as of December 31, 2024
119
Distributions
( 23 )
Equity in earnings
19
Balance as of December 31, 2025
$ 115
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 the table below for a summary of these segments. Also, see Note 5 for a discussion of the impairment of goodwill and intangibles related to certain segments.
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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, 2025:
Las Vegas Regional Managed and Branded
Caesars Palace Las Vegas
Caesars Atlantic City Harrah’s Pompano Beach
Managed
The Cromwell
Caesars New Orleans
Horseshoe Baltimore
Harrah’s Ak-Chin
Flamingo Las Vegas
Caesars Republic Lake Tahoe Horseshoe Black Hawk
Harrah’s Cherokee
Harrah’s Las Vegas
Caesars Virginia
Horseshoe Bossier City Harrah’s Cherokee Valley River
Horseshoe Las Vegas
Circus Circus Reno Horseshoe Council Bluffs Harrah’s Resort Southern California
The LINQ Hotel & Casino
Eldorado Gaming Scioto Downs Horseshoe Hammond Caesars Windsor (a)
Paris Las Vegas
Eldorado Resort Casino Reno Horseshoe Indianapolis
Branded
Planet Hollywood Resort & Casino
Grand Victoria Casino Horseshoe Lake Charles
Caesars Southern Indiana
Harrah’s Atlantic City
Horseshoe St. Louis
Harrah’s Northern California
Caesars Digital Harrah’s Columbus Nebraska
Horseshoe Tunica
Caesars Digital Harrah’s Council Bluffs
Isle Casino Bettendorf
Harrah’s Gulf Coast
Isle of Capri Casino Boonville
Harrah’s Hoosier Park Racing & Casino
Isle of Capri Casino Lula
Harrah’s Joliet
Isle Casino Waterloo
Harrah’s Lake Tahoe
Lady Luck Casino - Black Hawk
Harrah’s Laughlin
Silver Legacy Resort Casino
Harrah’s Metropolis
Trop Casino Greenville
Harrah’s North Kansas City
Tropicana Atlantic City
Harrah’s Philadelphia
Tropicana Laughlin Hotel & Casino
____________________
(a) In May 2025, the Ontario Lottery and Gaming Corporation selected Caesars to assume the full operation of Caesars Windsor, which is expected to occur in March 2026, at which time the property will move into our Regional segment.
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.
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 and bonus plans 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.
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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) 2025 2024 2023
Las Vegas:
Net revenues $ 4,049 $ 4,274 $ 4,470
Adjusted EBITDA 1,728 1,907 2,016
Regional:
Net revenues 5,756 5,539 5,778
Adjusted EBITDA 1,789 1,810 1,962
Caesars Digital:
Net revenues 1,408 1,163 973
Adjusted EBITDA 236 117 38
Managed and Branded:
Net revenues 279 274 307
Adjusted EBITDA 67 71 76
Corporate and Other:
Net revenues ( 6 ) ( 5 ) —
Adjusted EBITDA ( 196 ) ( 166 ) ( 154 )
Disaggregation of Certain Significant Expenses by Segment
Year Ended December 31, 2025
(In millions) Las Vegas Regional Caesars Digital Managed and Branded Corporate and Other Total
Net revenues
$ 4,049 $ 5,756 $ 1,408 $ 279 $ ( 6 ) $ 11,486
Gaming taxes
( 122 ) ( 1,260 ) ( 367 ) — —
Labor expense
( 1,206 ) ( 1,239 ) — — —
Other segment expenses (b)
( 993 ) ( 1,468 ) ( 805 ) ( 212 ) ( 190 )
Adjusted EBITDA
$ 1,728 $ 1,789 $ 236 $ 67 $ ( 196 ) $ 3,624
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 (a)
( 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
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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
____________________
(a) Labor expense for the Las Vegas segment includes $ 49 million for the year ended December 31, 2023, 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 license expenses.
• Managed and Branded - Reimbursable expenses which are primarily payroll costs associated with our managed properties.
• Corporate and Other - Unallocated corporate payroll and overhead costs.
Reconciliation of Net Income (Loss) Attributable to Caesars to Adjusted EBITDA by Segment
Adjusted EBITDA is presented as a measure of the Company’s performance. Adjusted EBITDA is defined as revenues less certain operating expenses and is comprised of net income (loss) before (i) interest income and interest expense, net of interest capitalized, (ii) income tax (benefit) provision, (iii) depreciation and amortization, and (iv) certain items that we do not consider indicative of our ongoing operating performance at an operating property level.
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 flows 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.
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CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Years Ended December 31,
(In millions) 2025 2024 2023
Net income (loss) attributable to Caesars
$ ( 502 ) $ ( 278 ) $ 786
Net income attributable to noncontrolling interests 65 67 42
(Benefit) provision for income taxes (a)
( 11 ) 87 ( 888 )
Other income (b)
( 2 ) ( 27 ) ( 10 )
Loss on extinguishment of debt 4 89 200
Interest expense, net 2,304 2,366 2,342
Impairment charges (c)
182 302 95
Depreciation and amortization 1,417 1,324 1,261
Transaction costs and other, net (d)
72 ( 285 ) 6
Stock-based compensation expense 95 94 104
Adjusted EBITDA $ 3,624 $ 3,739 $ 3,938
Adjusted EBITDA by Segment:
Las Vegas $ 1,728 $ 1,907 $ 2,016
Regional 1,789 1,810 1,962
Caesars Digital 236 117 38
Managed and Branded 67 71 76
Corporate and Other ( 196 ) ( 166 ) ( 154 )
____________________
(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 the estimate of our disputed claims liability.
(c) Impairment charges for the years ended December 31, 2025 and 2023 include impairments within our Regional segment. Impairment charges for the year ended December 31, 2024 include impairments within our Regional and Las Vegas segments.
(d) Transaction costs and other, net primarily includes non-cash losses on the write down and disposal of assets, certain non-recurring litigation reserves, non-recurring asset recoveries, gains from the sales of the WSOP trademark and the LINQ Promenade, 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) 2025 2024 2023
Las Vegas $ 190 $ 253 $ 257
Regional 508 878 839
Caesars Digital 79 107 100
Corporate and Other 28 58 68
Total
$ 805 $ 1,296 $ 1,264
Total Assets - By Segment
December 31,
(In millions) 2025 2024
Las Vegas $ 25,808 $ 25,040
Regional 14,435 15,664
Caesars Digital 1,254 1,262
Managed and Branded
343 282
Corporate and Other (a)
( 10,201 ) ( 9,658 )
Total $ 31,639 $ 32,590
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(a) Includes eliminations of transactions among segments, to reconcile to the Company’s consolidated results.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.