|
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| Other | $ | 274 | | | $ | 307 | | | $ | 282 | | | $ | (33) | | | (10.7) | % | | $ | 25 | | | 8.9 | % |
| Net revenues | $ | 274 | | | $ | 307 | | | $ | 282 | | | $ | (33) | | | (10.7) | % | | $ | 25 | | | 8.9 | % |
| | | | | | | | | | | | | |
| Adjusted EBITDA | $ | 71 | | | $ | 76 | | | $ | 84 | | | $ | (5) | | | (6.6) | % | | $ | (8) | | | (9.5) | % |
| Adjusted EBITDA margin | 25.9 | % | | 24.8 | % | | 29.8 | % | | | | 1.1 pts | | | | (5) pts |
| | | | | | | | | | | | | |
| Net income (loss) attributable to Caesars | $ | 71 | | | $ | 101 | | | $ | (301) | | | $ | (30) | | | (29.7) | % | | $ | 402 | | | * |
___________________
* Not meaningful.
We manage several properties and license rights to the use of our brands. These revenue agreements typically include reimbursement of certain costs that we incur directly. Such costs are primarily related to payroll costs incurred on behalf of the properties under management. The revenue related to these reimbursable management costs has a direct impact on our evaluation of Adjusted EBITDA margin which, when excluded, reflects margins typically realized from such agreements. The table below presents the amount included in net revenues and total operating expenses related to these reimbursable costs. In September 2023, we recorded $25 million of additional other revenue related to the termination of the Caesars Dubai management agreement, which has been excluded from Adjusted EBITDA.
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| Years Ended December 31, | | Variance | | Percent Change | | Variance | | Percent Change |
| (Dollars in millions) | 2024 | | 2023 | | 2022 | | 2024 vs 2023 | | 2023 vs 2022 |
| Reimbursable management revenue | $ | 203 | | | $ | 206 | | | $ | 198 | | | $ | (3) | | | (1.5) | % | | $ | 8 | | | 4.0 | % |
| Reimbursable management cost | 203 | | | 206 | | | 198 | | | (3) | | | (1.5) | % | | 8 | | | 4.0 | % |
Corporate & Other
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Years Ended December 31, | | Variance | | Percent Change | | Variance | | Percent Change |
| (Dollars in millions) | 2024 | | 2023 | | 2022 | | 2024 vs 2023 | | 2023 vs 2022 |
Net revenues: | | | | | | | | | | | | | |
| Casino | $ | (6) | | | $ | (3) | | | $ | (3) | | | $ | (3) | | | (100.0) | % | | $ | — | | | — | % |
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| Adjusted EBITDA | 3,739 | | | 3,938 | | | 3,243 | |
Pre-disposition EBITDA, net (e) | (16) | | | (36) | | | (39) | |
| Total Adjusted EBITDA | $ | 3,723 | | | $ | 3,902 | | | $ | 3,204 | |
____________________(a)Benefit for income taxes for the year ended December 31, 2023 includes the release of $940 million of valuation allowance against deferred tax assets.
(b)Other income for the year ended December 31, 2024 primarily represents a change in estimate of our disputed claims liability.
(c)Impairment charges for the year ended December 31, 2024 include impairments within our Regional segment as a result of a decrease in projected future cash flows at certain properties primarily due to localized competition and an impairment to a trademark due to the performance of our smallest brand in the Las Vegas segment.
(d)Transaction costs and other, net primarily includes non-cash losses on the write down and disposal of assets, gains from the sales of the WSOP trademark and the LINQ Promenade, insurance proceeds from property damage, professional services for transaction and integration costs, various contract exit or termination costs, pre-opening costs in connection with new property openings and expansion projects at existing properties, and non-cash changes in equity method investments.
(e)Adjustment for pre-disposition results of operations reflecting the subtraction of results of operations for Rio All-Suite Hotel & Casino and the LINQ Promenade prior to divestiture, for the relevant periods. See Item 7 - Overview above. Such figures are based on unaudited internal financial statements and have not been reviewed by our auditors for the periods presented. The additional financial information is included to enable the comparison of current results with results of prior periods. Liquidity and Capital Resources
We are a holding company, and our only significant assets are ownership interests in our subsidiaries. Our ability to fund our obligations depends on existing cash on hand, cash flows from our subsidiaries and our ability to raise capital. Our primary sources of liquidity and capital resources are existing cash on hand, cash flows from operations, availability of borrowings under our CEI Revolving Credit Facility and proceeds from the issuance of debt and equity securities. Our cash requirements may fluctuate significantly depending on our decisions with respect to business acquisitions or divestitures and strategic capital and marketing investments.
As of December 31, 2024, our cash on hand and revolving borrowing capacity were as follows:
| | | | | |
| (In millions) | December 31, 2024 |
| Cash and cash equivalents | $ | 866 | |
Revolver capacity (a) | 2,235 | |
| Revolver capacity committed to letters of credit | (84) | |
| Revolver capacity committed as regulatory requirement | (46) | |
Total (b) | $ | 2,971 | |
___________________
(a)Revolver capacity includes $2.25 billion under the CEI Revolving Credit Facility, maturing in January 2028 (subject to a springing maturity in the event certain other long-term debt of Caesars is not extended or repaid), and $25 million under the CVA Revolving Credit Facility, maturing on April 26, 2029, less $40 million reserved for specific purposes.
(b)Excludes approximately $105 million of additional borrowing available under the CVA Delayed Draw Term Loan.
During the year ended December 31, 2024, our operating activities generated operating cash inflows of $1.1 billion, as compared to operating cash inflows of $1.8 billion during the year ended December 31, 2023 due to changes in working capital, coupled with the results of operations described above.
On February 6, 2024, we entered into an Incremental Assumption Agreement No. 3 pursuant to which we 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 described below, bear interest, paid at least quarterly, at a rate equal to, at our option, either (a) a forward-looking term rate based on the Term SOFR, subject to a floor of 0.50% or (b) a base rate (the “TLB-1 Base Rate”) determined by reference to the highest of (i) the “Prime Rate” in the United States, (ii) the federal funds rate plus 0.50% per annum and (iii) the one-month Term SOFR plus 1.00% per annum, in each case, plus an applicable margin. Such applicable margin is 2.25% per annum in the case of any Term SOFR loan and 1.25% per annum in the case of any TLB-1 Base Rate loan. The CEI Term Loan B-1 was issued at a price of 99.75% of the principal amount and will mature on February 6, 2031.
Additionally, on February 6, 2024, we 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.
The net proceeds from the issuance of the CEI Senior Secured Notes due 2032 and the net proceeds from the CEI Term Loan B-1, together with borrowings under the CEI Revolving Credit Facility, were used to tender, redeem, repurchase, defease, and/or satisfy and discharge any and all of the principal amounts, including accrued and unpaid interest, related expenses and fees of both the 5.75% Senior Secured Notes due 2025 (the “CRC Senior Secured Notes”) and the 6.25% Senior Secured Notes due 2025 (the “CEI Senior Secured Notes due 2025”). As a result of these transactions, we recognized $48 million of loss on early extinguishment of debt during the year ended December 31, 2024.
On May 9, 2024, we entered into a fourth amendment to the CEI Credit Agreement which, among other things, reduces the interest rate margin applicable to the Company’s existing CEI Term Loan B to 2.75% per annum in the case of any Term SOFR loan and 1.75% per annum in the case of any Base Rate loan. Prior to the fourth amendment, the applicable margin was 3.25% per annum in the case of any Term SOFR loan (plus a Term SOFR adjustment of 0.10% for the CEI Term Loan A, the CEI Term Loan B and the CEI Revolving Facility) and 2.25% per annum in the case of any Base Rate loan, subject to one 0.25% step-down based on our net total leverage ratio. On November 25, 2024, we entered into a fifth amendment to the CEI Credit Agreement whereby we amended the interest rate margin for the CEI Term Loan B and the CEI Term Loan B-1 to 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. On June 28, 2024, we made a voluntary repayment of $100 million in aggregate principal amount of the CEI Term Loan B with cash on hand. Following the closing of the sale of the LINQ Promenade in December 2024, we utilized the proceeds from the sale, as well as cash on hand to make voluntary prepayments totaling $300 million of the outstanding principal of the CEI Term Loan B and recognized a $5 million loss on the early extinguishment of debt during the year ended December 31, 2024.
On April 26, 2024, Caesars Virginia, LLC entered into a credit agreement (the “CVA Credit Agreement”) with Wells Fargo Bank, N.A., as administrative agent and collateral agent, and certain banks and other financial institutions and lenders party thereto, which provides for a senior secured first lien multi-draw term loan facility in an aggregate principal amount of $400 million (the “CVA Delayed Draw Term Loan”) and a senior secured first lien revolving credit facility in an aggregate principal amount of $25 million (the “CVA Revolving Credit Facility”), both maturing on April 26, 2029. The CVA Delayed Draw Term Loan requires quarterly principal payments commencing on March 31, 2025. The CVA Revolving Credit Facility and the CVA Delayed Draw Term Loan are subject to a variable rate of interest based on Term SOFR plus an applicable margin. As of December 31, 2024, there was $295 million utilized under the CVA Delayed Draw Term Loan.
On October 17, 2024, we issued $1.1 billion in aggregate principal amount of 6.00% Senior Notes due 2032 (the “CEI Senior Notes due 2032”) pursuant to an indenture dated as of October 17, 2024, by and among the Company, the subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee. The CEI Senior Notes due 2032 rank equally with all existing and future senior unsecured indebtedness of the Company and the subsidiary guarantors. The CEI Senior Notes due 2032 will mature on October 15, 2032, with interest payable semi-annually on April 15 and October 15 of each year, commencing April 15, 2025.
The net proceeds from the issuance of the CEI Senior Notes due 2032 were used to redeem approximately $1.1 billion of the principal amount, including accrued and unpaid interest, related expenses and fees of the CEI Senior Notes due 2027. As a result of the early repayment, we recognized $31 million of loss on extinguishment of debt during the year ended December 31, 2024.
On November 8, 2018, we announced that our Board of Directors authorized a $150 million common stock repurchase program (the “2018 Share Repurchase Program”). For the year ended December 31, 2024, we reached the limit of authorized repurchases by acquiring 3,872,478 shares of common stock under the 2018 Share Repurchase Program at an aggregate value of $141 million, excluding any applicable excise taxes.
On October 2, 2024, we announced that our Board of Directors authorized a $500 million common stock repurchase program (the “2024 Share Repurchase Program”). Under the 2024 Share Repurchase Program, we may, from time to time, repurchase shares of common stock on the open market (either with or without a 10b5-1 plan) or through privately negotiated transactions. As of December 31, 2024, we have acquired 1,262,990 shares of common stock under the 2024 Share Repurchase Program at an aggregate value of $50 million, excluding any applicable excise taxes. See “Share Repurchase Program” below for details.
We expect that our primary capital requirements going forward will relate to the expansion and maintenance of our properties, taxes, servicing our outstanding indebtedness, and rent payments under our GLPI Leases and VICI Leases. We make capital expenditures and perform continuing refurbishment and maintenance at our properties to maintain our quality standards. Our capital expenditure requirements for 2025 include the completion of expansion projects, hotel renovations and continued investment into new markets with our Caesars Sportsbook and iGaming applications. In addition, we may, from time to time, seek to repurchase or prepay our outstanding indebtedness. Any such purchases or prepayments may be funded by existing cash balances or the incurrence of debt. The amount and timing of any repurchase of debt or common stock will be based on business and market conditions, capital availability, compliance with debt covenants and other considerations.
We have agreements with certain professional sports leagues and teams, sporting event facilities and media companies for tickets, suites, advertising, marketing, promotional and sponsorship opportunities including communication with partner customer databases. Some of the agreements provide us with exclusivity to access the aforementioned rights within the casino and/or sports betting category. As of December 31, 2024 and 2023, obligations related to these agreements were $421 million and $605 million, respectively, with contracts extending through 2040. These obligations include various third-party agreements which have been entered into by us for certain of our Las Vegas and Regional properties, or our Caesars Digital segment. The agreements include leasing of event suites that are generally considered short term leases for which we do not record a right of use asset or lease liability. We recognize expenses in the period services are received in accordance with the various agreements. In addition, assets or liabilities may be recorded related to the timing of payments as required by the respective agreement.
We partnered with the Eastern Band of Cherokee Indians to build and develop Caesars Virginia. On December 17, 2024, Caesars Virginia’s permanent facility opened. Construction of Caesars Virginia’s permanent facility was funded in part by cash flows from the temporary facility as well as funds available under the CVA Credit Agreement. Caesars Virginia is a premier destination resort casino with a 320-room hotel, 1,500 slot machines, 85 live table games, a WSOP Poker Room, a Caesars Sportsbook, a live entertainment theater and 40,000 square feet of meeting and convention space.
Additionally, on May 17, 2024, we opened the permanent facility of Harrah’s Columbus Nebraska which is a casino featuring a new one-mile horse racing surface, an 18,000-square-foot-casino and sportsbook with more than 400 slot machines and 10 table games, as well as a restaurant and retail space.
As a condition of the extension of the casino operating contract and ground lease for Caesars New Orleans, formerly Harrah’s New Orleans, we were also required to make a capital investment of at least $325 million on or around Caesars New Orleans. We met our investment commitment and completed the transformation of Harrah’s to Caesars New Orleans in October 2024, which included a renovation and full interior and exterior redesign, casino floor updates, new culinary experiences and a new 340-room hotel tower.
Cash used for capital expenditures totaled $1.3 billion, $1.3 billion and $952 million for the years ended December 31, 2024, 2023 and 2022, respectively, related to our growth, renovation, maintenance, and other capital projects. The following table summarizes our estimates for 2025 capital expenditures.
| | | | | | | | | | | |
| (In millions) | Low | | High |
| Growth and renovation projects | $ | 150 | | | $ | 200 | |
| Caesars Digital | 60 | | | 80 | |
| Maintenance projects | 340 | | | 370 | |
| Total estimated capital expenditures from unrestricted cash | 550 | | | 650 | |
| | | |
Caesars Virginia (a) | 75 | | | 100 | |
| | | |
| Total | $ | 625 | | | $ | 750 | |
___________________(a)On April 26, 2024, Caesars Virginia, LLC entered into a new five-year $425 million pro rata bank financing to fund the remaining capital expenditures associated with the permanent casino resort facility, which opened on December 17, 2024.
A significant portion of our liquidity needs are for debt service and payments associated with our leases. Our estimated debt service (including principal and interest) is approximately $899 million for 2025. We also lease certain real property assets from third parties, including VICI and GLPI. The VICI Leases are subject to annual escalations, that take effect in November of each year, based on the Consumer Price Index (“CPI”). In addition to the CPI escalator, November 2024 represents the beginning of the first lease year in which our VICI leases are also subject to a variable rent adjustment based on certain historical net revenues of our leased properties. The next such lease year with a variable rent adjustment begins November 2027. We estimate our lease payments to VICI and GLPI to be approximately $1.3 billion for 2025.
We have periodically divested assets to raise capital or, in previous cases, to comply with conditions, terms, obligations or restrictions imposed by antitrust, gaming and other regulatory entities. If an agreed upon selling price for future divestitures does not exceed the carrying value of the assets, we may be required to record additional impairment charges in future periods which may be material.
On October 29, 2024, we entered into an agreement to sell the LINQ Promenade to a joint venture between TPG and 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.
On August 1, 2024, we entered into a definitive agreement to sell the WSOP trademark to NSUS for $250 million in cash at closing and a $250 million notes receivable for total consideration of $500 million. On October 29, 2024, we closed the sale to NSUS, resulting in a gain of $317 million, which was recorded in Transaction and other costs, net in the Statements of Operations. The note receivable bears interest at market rate plus an applicable margin, which resets quarterly. Interest and principal are due quarterly through its maturity date of October 29, 2029. Concurrent with signing the sale agreement, we entered into licensing agreements with NSUS that allows us to continue our 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.
We expect that our current liquidity, including availability of borrowings under our committed credit facility and cash flows from operations will be sufficient to fund our operations, capital requirements and service our outstanding indebtedness for the next twelve months and beyond.
Debt and Master Lease Covenant Compliance
The CEI Revolving Credit Facility, the CEI Term Loan A, the CEI Term Loan B, the CEI Term Loan B-1 and the indentures governing the CEI Senior Secured Notes due 2030, the CEI Senior Secured Notes due 2032, the CEI Senior Notes due 2027, the CEI Senior Notes due 2029 and the CEI Senior Notes due 2032 contain covenants which are standard and customary for these types of agreements. These include negative covenants, which, subject to certain exceptions and baskets, limit our ability to (among other items) incur additional indebtedness, make investments, make restricted payments, including dividends, grant liens, sell assets and make acquisitions.
The CEI Revolving Credit Facility and the CEI Term Loan A include a maximum net total leverage ratio financial covenant of 6.50:1. In addition, the CEI Revolving Credit Facility and the CEI Term Loan A include a minimum fixed charge coverage ratio financial covenant of 2.0:1. From and after the repayment of the CEI Term Loan A, the financial covenants applicable to the CEI Revolving Credit Facility will be tested solely to the extent that certain testing conditions are satisfied. Failure to comply with such covenants could result in an acceleration of the maturity of indebtedness outstanding under the relevant debt document.
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 CVA Revolving Credit Facility and the CVA Delayed Draw Term Loan contain covenants which are standard and customary for this type of agreement, including a maximum net total leverage ratio financial covenant of 4:1 and a minimum fixed charge coverage ratio financial covenant of 1.05:1. Caesars Virginia LLC’s compliance requirements commence starting March 31, 2025.
As of December 31, 2024, we were in compliance with all of the applicable financial covenants described above.
Share Repurchase Program
On November 8, 2018, we announced that our Board of Directors authorized a $150 million common stock repurchase program. During the year ended December 31, 2024, we reached the limit of authorized repurchases by acquiring 3,872,478 shares of common stock under the 2018 Share Repurchase Program at an aggregate value of $141 million, excluding any applicable excise taxes.
On October 2, 2024, we announced that our Board of Directors authorized a $500 million common stock repurchase program. Under the 2024 Share Repurchase Program, we may, from time to time, repurchase shares of common stock on the open market (either with or without a 10b5-1 plan) or through privately negotiated transactions. As of December 31, 2024, we have acquired 1,262,990 shares of common stock under the 2024 Share Repurchase Program at an aggregate value of $50 million, excluding any applicable excise taxes. 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 we are required to repurchase under the 2024 Share Repurchase Program.
Debt Obligations and Leases
CEI Term Loans and CEI Revolving Credit Facility
CEI is party to a credit agreement, dated as of July 20, 2020, with JPMorgan Chase Bank, N.A., as administrative agent, U.S. Bank National Association, as collateral agent, and certain banks and other financial institutions and lenders party thereto (the “CEI Credit Agreement”), which, as amended, provides for the CEI Revolving Credit Facility in an aggregate principal amount of $2.25 billion (the “CEI Revolving Credit Facility”) and will mature on January 31, 2028, subject to a springing maturity in the event certain other long-term debt of Caesars is not extended or repaid. The CEI Revolving Credit Facility includes a letter of credit sub-facility of $388 million and contains reserves of $40 million which are available only for certain permitted uses.
On October 5, 2022, Caesars entered into an amendment to the CEI Credit Agreement pursuant to which we incurred a senior secured term loan in an aggregate principal amount of $750 million (the “CEI Term Loan A”) as a new term loan under the credit agreement and made certain other amendments to the CEI Credit Agreement. The CEI Term Loan A will mature on January 31, 2028, subject to a springing maturity in the event certain other long-term debt of Caesars is not extended or repaid. The CEI Term Loan A requires scheduled quarterly payments in amounts equal to 1.25% of the original aggregate principal amount of the CEI Term Loan A, with the balance payable at maturity.
Borrowings under the CEI Revolving Credit Facility and the CEI Term Loan A bear interest, paid at least quarterly, at a rate equal to, at our 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 our net total leverage ratio. In addition, on a quarterly basis, we are 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 our net total leverage ratio.
On February 6, 2023, we entered into an Incremental Assumption Agreement No. 2 pursuant to which we incurred a new senior secured incremental term loan in an aggregate principal amount of $2.5 billion (the “CEI Term Loan B”) under the CEI Credit Agreement. The CEI Term Loan B requires scheduled quarterly principal payments in amounts equal to 0.25% of the original aggregate principal amount of the CEI Term Loan B, with the balance payable at maturity. Borrowings under the CEI Term Loan B, as amended in May 2024 and November 2024, bear interest, paid at least quarterly, at a rate equal to, at our option, either (a) Term SOFR, subject to a floor of 0.50% or (b) the Base Rate in each case, plus an applicable margin. Such applicable margin is 2.25% per annum in the case of any Term SOFR loan and 1.25% per annum in the case of any Base Rate loan. The CEI Term Loan B was issued at a price of 99.0% of the principal amount and will mature on February 6, 2030.
On February 6, 2024, we entered into an Incremental Assumption Agreement No. 3 pursuant to which we incurred a new senior secured incremental term loan in an aggregate principal amount of $2.9 billion of 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 our option, either (a) Term SOFR, subject to a floor of 0.50% or (b) the Base Rate, in each case, plus an applicable margin. Such applicable margin is 2.25% per annum in the case of any Term SOFR loan and 1.25% per annum in the case of any Base Rate loan. The CEI Term Loan B-1 was issued at a price of 99.75% of the principal amount and will mature on February 6, 2031.
As of December 31, 2024, we had $2.1 billion of available borrowing capacity under the CEI Revolving Credit Facility, after consideration of $84 million in outstanding letters of credit, $46 million committed for regulatory purposes and the reserves described above.
Caesars Virginia Senior Revolving and Delayed Draw Term Loan Credit Facility due 2029
On April 26, 2024, Caesars Virginia, LLC entered into a credit agreement with Wells Fargo Bank, N.A., as administrative agent and collateral agent, and certain banks and other financial institutions and lenders party thereto, which provides for a senior secured first lien multi-draw term loan facility in an aggregate principal amount of $400 million of the CVA Delayed Draw Term Loan and a senior secured first lien revolving credit facility in an aggregate principal amount of $25 million of the CVA Revolving Credit Facility, both maturing on April 26, 2029.
The CVA Delayed Draw Term Loan requires quarterly principal payments commencing on March 31, 2025. The CVA Revolving Credit Facility and the CVA Delayed Draw Term Loan are subject to a variable rate of interest based on Term SOFR plus an applicable margin. The CVA Revolving Credit Facility includes a $10 million letter of credit sub-facility. As of December 31, 2024, there was $295 million utilized under the CVA Delayed Draw Term Loan and $25 million of available borrowing capacity under the CVA Revolving Credit Facility.
CEI Senior Secured Notes due 2030
On February 6, 2023, we 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, we issued $1.5 billion in aggregate principal amount of the CEI Senior Secured Notes due 2032 at 6.50% pursuant to an indenture by and among the Company, the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, and U.S. Bank National Association, as collateral agent. The CEI Senior Secured Notes due 2032 rank equally with all existing and future first-priority lien obligations of the Company and the subsidiary guarantors. The CEI Senior Secured Notes due 2032 will mature on February 15, 2032, with interest payable semi-annually on February 15 and August 15 of each year.
CEI Senior Secured Notes due 2025
On July 6, 2020, Colt Merger Sub, Inc. (the “Escrow Issuer”) issued $3.4 billion in aggregate principal amount of the CEI Senior Secured Notes due 2025 at 6.25% pursuant to an indenture dated July 6, 2020, by and among the Escrow Issuer, U.S. Bank National Association, as trustee, and U.S. Bank National Association, as collateral agent. The CEI Senior Secured Notes due 2025 ranked equally with all existing and future first-priority lien obligations of the Company and the subsidiary guarantors. The CEI Senior Secured Notes due 2025 were scheduled to mature on July 1, 2025, with interest payable semi-annually on January 1 and July 1 of each year. On February 6, 2024, we fully tendered, redeemed, repurchased, defeased, and/or satisfied and discharged any and all of the principal amounts, including accrued and unpaid interest, related expenses and fees.
CRC Senior Secured Notes due 2025
On July 6, 2020, the Escrow Issuer issued $1.0 billion in aggregate principal amount of the CRC Senior Secured Notes due 2025 at 5.75% pursuant to an indenture, dated July 6, 2020, by and among the Escrow Issuer, U.S. Bank National Association, as trustee and Credit Suisse AG, Cayman Islands Branch, as collateral agent. The CRC Senior Secured Notes ranked equally with all existing and future first priority lien obligations of CRC, CRC Finco, Inc. and the subsidiary guarantors. The CRC Senior Secured Notes were scheduled to mature on July 1, 2025, with interest payable semi-annually on January 1 and July 1 of each year. On February 16, 2024, we fully tendered, redeemed, repurchased, defeased, and/or satisfied and discharged any and all of the principal amounts, including accrued and unpaid interest, related expenses and fees.
CEI Senior Notes due 2027
On July 6, 2020, the Escrow Issuer issued $1.8 billion in aggregate principal amount of 8.125% Senior Notes due 2027 pursuant to an indenture, dated July 6, 2020 (the “CEI Senior Notes due 2027”), by and between the Escrow Issuer and U.S. Bank National Association, as trustee. The CEI Senior Notes due 2027 rank equally with all existing and future senior unsecured indebtedness of the Company and the subsidiary guarantors. The CEI Senior Notes due 2027 will mature on July 1, 2027 with interest payable semi-annually on January 1 and July 1 of each year.
The net proceeds from the issuance of the CEI Senior Notes due 2032 were used to redeem approximately $1.1 billion of the principal amount, including accrued and unpaid interest, related expenses and fees of the CEI Senior Notes due 2027. As a result of the early repayment, we recognized $31 million of loss on extinguishment of debt during the year ended December 31, 2024.
CEI Senior Notes due 2029
On September 24, 2021, we 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, we issued $1.1 billion in aggregate principal amount of the CEI Senior Notes due 2032 at 6.00% pursuant to an indenture dated as of October 17, 2024, by and among the Company, the subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee. The CEI Senior Notes due 2032 rank equally with all existing and future senior unsecured indebtedness of the Company and the subsidiary guarantors. The CEI Senior Notes due 2032 will mature on October 15, 2032, with interest payable semi-annually on April 15 and October 15 of each year, commencing April 15, 2025.
VICI Leases
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 CPI and a 2% floor which commenced in lease year two of the initial terms and (iii) a variable element based on net revenues of the underlying leased properties, commencing in lease year eight of the initial term.
The Regional Lease included a Put-Call Right Agreement whereby we could have required VICI to purchase and lease back (as lessor) or whereby VICI could have required us to sell to VICI and lease back (as lessee) the real estate components of the gaming and racetrack facilities of Harrah’s Hoosier Park Racing & Casino and Horseshoe Indianapolis. The election period expired as of December 31, 2024 and the option was not exercised.
Our VICI Leases are accounted for as a financing obligation and totaled $11.6 billion as of December 31, 2024. See Note 7 to our Financial Statements for additional information about our VICI Leases and related matters. GLPI Leases
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 our 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 GLPI Leases are accounted for as financing obligations and totaled $1.3 billion as of December 31, 2024. See Note 7 to our Financial Statements for additional information about our GLPI Leases and related matters. Other Liquidity Matters
We are faced with certain contingencies, from time to time, involving litigation, claims, assessments, environmental remediation or compliance. These commitments and contingencies are discussed in greater detail in “Part I, Item 3. Legal Proceedings” and Note 8 to our Financial Statements, both of which are included elsewhere in this Annual Report on Form 10-K. See “Part I, Item 1A. Risk Factors—Risks Related to Our Business” which is included elsewhere in this Annual Report on Form 10-K. Critical Accounting Policies and Estimates
We prepare our financial statements in conformity with GAAP. In preparing our financial statements, we have made our best estimates and judgments of the amounts and disclosures included in the financial statements, giving regard to materiality. When more than one accounting principle, or method of its application, is generally accepted, we select the principle or method that we consider to be the most appropriate under specific circumstances. Application of these accounting principles requires us to make estimates about the future resolution of existing uncertainties. Certain of our accounting policies, including those in connection with income taxes, goodwill and indefinite lived intangible assets, long-lived assets, allowance for doubtful accounts related to certain gaming receivables, self-insurance reserves, and litigation, claims and assessments require that we apply significant judgment in defining the appropriate assumptions for calculating financial estimates.
We consider accounting estimates to be critical accounting policies when:
•the estimates involve matters that are highly uncertain at the time the accounting estimate is made; and
•different estimates or changes to estimates could have a material impact on the reported financial position, changes in financial position, or results of operations.
By their nature, these judgments and estimates are subject to an inherent degree of uncertainty. Our judgments and estimates are based on our historical experience, terms of existing contracts, observance of trends in the industry, information gathered from customer behavior, and information available from other outside sources, as appropriate. Due to the inherent uncertainty involving judgments and estimates, actual results may differ from those estimates.
Our most critical accounting estimates and assumptions are in the following areas:
Income Taxes
We and our subsidiaries file income tax returns with federal, state and foreign jurisdictions. Our income tax returns are subject to examination by the Internal Revenue Service (“IRS”) and other tax authorities. Positions taken in tax returns are sometimes subject to uncertainty in the tax laws and may not ultimately be accepted by the IRS or other tax authorities. See Note 14 in the accompanying consolidated financial statements for a discussion of the status and impact of examinations by tax authorities. We record income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the expected future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and as attributable to operating loss and tax credit carryforwards. We reduce the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use existing deferred tax assets. During the second quarter of 2023, we evaluated our forecasted adjusted taxable income and objectively verifiable evidence and placed substantial weight on our 2022 and 2023 quarterly earnings, adjusted for non-recurring items, including the interest expense disallowed under current tax law. Accordingly, we determined it was more likely than not that a portion of the federal and state deferred tax assets will be realized and, as a result, during the second quarter of 2023, we reversed the valuation allowance related to these deferred tax assets and recorded an income tax benefit of $940 million. We are still carrying a valuation allowance on certain federal and state deferred tax assets that are not more likely than not to be realized in the future. We have assessed the changes to the valuation allowance, including realization of the disallowed interest expense deferred tax asset, using the integrated approach.
As of December 31, 2024, the Company had federal and state net operating loss carryforwards of $52 million and $9.1 billion, respectively, and federal general business tax credit and research tax credit carryforwards of $89 million, which will expire on various dates as follows:
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| Year of Expiration | Net Operating Losses | | Tax Credits |
| (In millions) | Federal | | States | | Federal |
| 2025-2029 | $ | — | | | $ | 955 | | | $ | — | |
| 2030-2034 | 33 | | | 2,571 | | | — | |
| 2035-2044 | — | | | 3,173 | | | 89 | |
| Do not expire | 19 | | | 2,391 | | | — | |
| $ | 52 | | | $ | 9,090 | | | $ | 89 | |
Under the applicable accounting standards, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The accounting standards also provide guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and disclosure requirements for uncertain tax positions.
Goodwill and Other Indefinite-lived Intangible Assets
Assessing goodwill and indefinite-lived intangible assets for impairment is a process that requires significant judgment and involves detailed qualitative and quantitative business-specific analysis and many individual assumptions which fluctuate between assessments.
We determine the estimated fair value of each reporting unit based on a combination of 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. We also evaluate the aggregate fair value of all of our reporting units and other non-operating assets in comparison to our aggregate debt and equity market capitalization at the test date. EBITDA multiples and discounted cash flows are common measures used to value businesses in our industry.
We determine the fair value of our indefinite-lived intangible assets using either the relief from royalty method or the excess earnings method under the income approach or a replacement cost market approach. The determination of fair value of our reporting units and indefinite-lived intangible assets requires management to make significant assumptions and estimates around the forecasts as well as the selection of discount rates and valuation multiples. Changes in these estimates could have a significant impact on the fair value of our reporting units, intangible assets and result in potential impairment.
Forecasts and the determination of appropriate discount rates and valuation multiples used to determine the fair value of our reporting units and indefinite-lived intangible assets involves significant assumptions and estimates. Assumptions include those used to assess effects of changes in the competitive environment, capital projects and new developments which may not be realized at the projected rate.
We completed our annual impairment tests as of October 1, 2024. As a result, we recognized impairment charges in our Regional and Las Vegas segments. Our Regional segment’s impairments were due to a decrease in projected future cash flows at certain regional properties primarily due to localized competition within certain markets. We identified six reporting units in the Regional segment with estimated fair values associated with trademarks, gaming rights and goodwill below their respective carrying values and recorded impairments. This resulted in trademark impairment of $15 million, gaming rights impairment of $73 million and goodwill impairment of $182 million within the segment. Impairment charges of $32 million to a trademark were also recorded due to the performance of our smallest brand in the Las Vegas segment.
As of October 1, 2024, four reporting units in the Regional segment and one reporting unit in the Las Vegas segment with goodwill totaling $1.2 billion had fair values that did not significantly exceed their respective carrying values. In addition, we identified one trademark totaling $22 million in the Regional segment that did not significantly exceed its carrying value. The reporting units and indefinite lived intangible assets with carrying values that do not significantly exceed their estimated fair values are primarily assets acquired in the Merger when our discount rate was approximately 9.5%. The discount rate used in our annual impairment testing as of October 1, 2024 was approximately 10.0%. To the extent gaming volumes deteriorate in the near future, discount rates increase significantly, or we do not meet our projected performance, we may recognize further impairments, and such impairments could be material. The discount rate represents the most sensitive input in our estimates and an increase of 1% to the discount rate would result in additional impairments of approximately $130 million on the assets that do not significantly exceed their carrying values. In addition, $1.0 billion of goodwill within our Regional segment and $462 million in our Las Vegas segment are associated with reporting units with zero or negative carrying values. See Note 5 for additional information. Long-Lived Assets
We have significant capital invested in our long-lived assets, and judgments are made in determining the estimated useful lives of assets, salvage values to be assigned to assets, and if or when an asset has been impaired. The accuracy of these estimates affects the amount of depreciation and amortization expense recognized in our financial results and whether we have a gain or loss on the disposal of an asset. We assign lives to our assets based on our standard policy, which is established by management as representative of the useful life of each category of asset. We review the carrying value of our long-lived assets whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. The factors considered by management in performing this assessment include current operating results, trends and prospects, planned construction and renovation projects, as well as the effect of obsolescence, demand, competition, and other economic, legal, and regulatory factors. In estimating expected future cash flows for determining whether an asset is impaired, assets are grouped at the lowest level of identifiable cash flows, which, for most of our assets, is the individual property. See Note 4 for additional information. Allowance for Doubtful Accounts - Gaming
We reserve an estimated amount for gaming receivables that may not be collected to reduce the Company’s receivables to their net carrying amount. Methodologies for estimating the allowance for doubtful accounts range from specific reserves to various percentages applied to aged receivables. Historical collection rates and reasonable forecasts are considered, as are customer relationships, in determining specific reserves 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 allowance for doubtful accounts. As of December 31, 2024, a 5% increase or decrease to the allowance determined based on a percentage of aged receivables would change the reserve by approximately $15 million.
Self-Insurance Reserves
We are self-insured for various levels of general liability, employee medical insurance coverage and workers’ compensation coverage. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates for claims incurred but not yet reported. We utilize independent consultants to assist management in its determination
of estimated insurance liabilities. While the total cost of claims incurred depends on future developments, in managements’ opinion, recorded reserves are adequate to cover future claims payments. Self-insurance reserves for employee medical claims, workers’ compensations and general liability claims are included within Accrued other liabilities on the Balance Sheets.
The assumptions utilized by our actuaries are subject to significant uncertainty and if outcomes differ from these assumptions or events develop or progress in a negative manner, the Company could experience a material adverse effect and additional liabilities may be recorded in the future.
Litigation, Claims and Assessments
We utilize estimates for litigation, claims and assessments. These estimates are based on our knowledge and experience regarding current and past events, as well as assumptions about future events. If our assessment of such a matter should change, we may have to change the estimates, which may have an adverse effect on our financial position, results of operations or cash flows. Actual results could differ from these estimates.
Recently Issued Accounting Pronouncements
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. We are exposed to changes in interest rates primarily from variable rate long-term debt arrangements. We manage our interest rate risk by monitoring interest rates, including future projected rates, and adjusting our mix of fixed and variable rate borrowings.
Interest Rate Risk
As of December 31, 2024, the face value of long-term debt was $12.3 billion, including variable-rate long-term borrowings of $5.9 billion under the CEI Term Loans and the CVA Delayed Draw Term Loan. No amounts were outstanding under the CEI Revolving Credit Facility or the CVA Revolving Credit Facility.
The table below provides information as of December 31, 2024 about our fixed rate and variable rate financial instruments that are sensitive to changes in interest rates, including the cash flows associated with amortization and average interest rates. Principal amounts are used to calculate the payments to be exchanged under the related agreements and average variable rates are based on implied forward rates in the yield curve as of December 31, 2024 and should not be considered a predictor of actual future interest rates.
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| | Expected Maturity Date | | | | |
| (Dollars in millions) | | 2025 | | 2026 | | 2027 | | 2028 | | 2029 | | Thereafter | | Total | | Fair Value |
| Liabilities | | | | | | | | | | | | | | | | |
| Long-term debt | | | | | | | | | | | | | | | | |
| Fixed rate | | $ | 2 | | | $ | 2 | | | $ | 548 | | | $ | 2 | | | $ | 1,202 | | | $ | 4,634 | | | $ | 6,390 | | | $ | 6,329 | |
| Average interest rate | | 4.3 | % | | 4.3 | % | | 8.1 | % | | 4.3 | % | | 4.6 | % | | 6.6 | % | | 6.3 | % | | |
| Variable rate | | $ | 107 | | | $ | 107 | | | $ | 107 | | | $ | 637 | | | $ | 282 | | | $ | 4,664 | | | $ | 5,904 | | | $ | 5,938 | |
| Average interest rate | | 6.4 | % | | 6.2 | % | | 6.3 | % | | 6.0 | % | | 7.0 | % | | 6.4 | % | | 6.4 | % | | |
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Operating income | | | | | | | | |
| OTHER EXPENSE: | | | | | |
| Interest expense, net | () | | | () | | | () | |
| Loss on extinguishment of debt | () | | | () | | | () | |
| Other income | | | | | | | | |
| Total other expense | () | | | () | | | () | |
| Loss from continuing operations before income taxes | () | | | () | | | () | |
| Benefit (provision) for income taxes | () | | | | | | | |
Income (loss) from continuing operations, net of income taxes | () | | | | | | () | |
| Discontinued operations, net of income taxes | | | | | | | () | |
Net income (loss) | () | | | | | | () | |
| Net (income) loss attributable to noncontrolling interests | () | | | () | | | | |
Net income (loss) attributable to Caesars | $ | () | | | $ | | | | $ | () | |
Net income (loss) per share - basic and diluted: | | | | | |
Basic income (loss) per share from continuing operations | $ | () | | | $ | | | | $ | () | |
| Basic loss per share from discontinued operations | | | | | | | () | |
Basic income (loss) per share | $ | () | | | $ | | | | $ | () | |
Diluted income (loss) per share from continuing operations | $ | () | | | $ | | | | $ | () | |
| Diluted loss per share from discontinued operations | | | | | | | () | |
Diluted income (loss) per share | $ | () | | | $ | | | | $ | () | |
| Weighted average basic shares outstanding | | | | | | | | |
| Weighted average diluted shares outstanding | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
CAESARS ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
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| Years Ended December 31, |
| (In millions) | 2024 | | 2023 | | 2022 |
Net income (loss) | $ | () | | | $ | | | | $ | () | |
| Foreign currency translation adjustments | | | | | | | | |
| Change in fair market value of interest rate swaps, net of tax | | | | | | | | |
| Other | () | | | | | | | |
Other comprehensive income (loss), net of tax | () | | | | | | | |
Comprehensive income (loss) | () | | | | | | () | |
| Amounts attributable to noncontrolling interests: | | | | | |
| Net (income) loss attributable to noncontrolling interests | () | | | () | | | | |
| Foreign currency translation adjustments | | | | | | | | |
| Comprehensive (income) loss attributable to noncontrolling interests | () | | | () | | | | |
Comprehensive income (loss) attributable to Caesars | $ | () | | | $ | | | | $ | () | |
The accompanying notes are an integral part of these consolidated financial statements.
CAESARS ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
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| Caesars Stockholders' Equity | | | | |
| Preferred Stock | | Common Stock | | | | | | | | Treasury Stock | | | | |
| (In millions) | Shares | | Amount | | Shares | | Amount | | Additional Paid-in Capital | | Accumulated Deficit | | Accumulated Other Comprehensive Income (Loss) | | Amount | | Noncontrolling Interests | | Total Stockholders' Equity |
| Balance, January 1, 2022 | | | | $ | | | | | | | $ | | | | $ | | | | $ | () | | | $ | | | | $ | () | | | $ | | | | $ | | |
| Stock-based compensation | — | | | — | | | | | | — | | | | | | — | | | — | | | — | | | — | | | | |
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| Net loss | — | | | — | | | — | | | — | | | — | | | () | | | — | | | — | | | () | | | () | |
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| Other comprehensive income (loss), net of tax | — | | | — | | | — | | | — | | | — | | | — | | | | | | — | | | () | | | | |
| Shares withheld related to net share settlement of stock awards | — | | | — | | | — | | | — | | | () | | | — | | | — | | | — | | | — | | | () | |
Transactions with noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | () | | | () | |
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| Balance, December 31, 2022 | | | | | | | | | | | | | | | | () | | | | | | () | | | | | | | |
| Stock-based compensation | — | | | — | | | | | | — | | | | | | — | | | — | | | — | | | — | | | | |
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| Net income | — | | | — | | | — | | | — | | | — | | | | | | — | | | — | | | | | | | |
| Other comprehensive income, net of tax | — | | | — | | | — | | | — | | | — | | | — | | | | | | — | | | — | | | | |
| Shares withheld related to net share settlement of stock awards | — | | | — | | | — | | | — | | | () | | | — | | | — | | | — | | | — | | | () | |
| Transactions with noncontrolling interests | — | | | — | | | — | | | — | | | () | | | — | | | — | | | — | | | | | | | |
| Balance, December 31, 2023 | | | | | | | | | | | | | | | | () | | | | | | () | | | | | | | |
| Stock-based compensation | — | | | — | | | | | | — | | | | | | — | | | — | | | — | | | — | | | | |
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| Net income (loss) | — | | | — | | | — | | | — | | | — | | | () | | | — | | | — | | | | | | () | |
| Other comprehensive loss, net of tax | — | | | — | | | — | | | — | | | — | | | — | | | () | | | — | | | — | | | () | |
| Shares withheld related to net share settlement of stock awards | — | | | — | | | — | | | — | | | () | | | — | | | — | | | — | | | — | | | () | |
| Cancellation of shares issued | — | | | — | | | — | | | — | | | () | | | — | | | — | | | | | | — | | | | |
| Repurchase of common stock | — | | | — | | | () | | | — | | | () | | | — | | | — | | | | | | — | | | () | |
| Transactions with noncontrolling interests | — | | | — | | | — | | | — | | | | | | — | | | — | | | — | | | () | | | () | |
| Balance, December 31, 2024 | | | | $ | | | | | | | $ | | | | $ | | | | $ | () | | | $ | | | | $ | | | | $ | | | | $ | | |
The accompanying notes are an integral part of these consolidated financial statements.
CAESARS ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
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| Years Ended December 31, |
| (In millions) | 2024 | | 2023 | | 2022 |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | |
Net income (loss) | $ | () | | | $ | | | | $ | () | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | |
| Discontinued operations, net of income taxes | | | | | | | | |
| Depreciation and amortization | | | | | | | | |
| Amortization of deferred financing costs and discounts | | | | | | | | |
| Provision for doubtful accounts | | | | | | | | |
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| Loss on extinguishment of debt | | | | | | | | |
| Non-cash lease amortization | | | | | | | | |
| (Gain) loss on investments | () | | | () | | | | |
Stock-based compensation expense | | | | | | | | |
(Gain) loss on sale or disposal of property, equipment, trademark and businesses | () | | | | | | | |
| Impairment charges | | | | | | | | |
Deferred income taxes | | | | () | | | () | |
Gain on derivatives | | | | | | | () | |
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Other non-cash adjustments to net (income) loss | () | | | () | | | () | |
| Change in operating assets and liabilities: | | | | | |
| Accounts receivable | | | | () | | | () | |
| Prepaid expenses and other assets | () | | | | | | () | |
| Income taxes receivable and payable, net | () | | | () | | | () | |
| Accounts payable, accrued expenses and other liabilities | () | | | | | | () | |
| Other | | | | | | | | |
Net cash provided by operating activities | | | | | | | | |
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| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | |
Purchase of property and equipment | () | | | () | | | () | |
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| Acquisition of gaming rights and developed technology | () | | | () | | | () | |
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Proceeds from sale of property, equipment, trademark and businesses | | | | | | | | |
| Proceeds from the sale of investments | | | | | | | | |
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| Proceeds from insurance related to property damage | | | | | | | | |
| Distribution from unconsolidated affiliate | | | | | | | | |
| Investments in unconsolidated affiliates | | | | () | | | | |
| Other | | | | | | | () | |
| Net cash used in investing activities | () | | | () | | | () | |
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| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | |
| Proceeds from long-term debt and revolving credit facilities | | | | | | | | |
| Repayments of long-term debt and revolving credit facilities | () | | | () | | | () | |
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| Financing obligation payments | () | | | () | | | () | |
| Debt issuance and extinguishment costs | () | | | () | | | () | |
| Proceeds from issuance of common stock | | | | | | | | |
| Repurchase of common stock | () | | | | | | | |
| Taxes paid related to net share settlement of equity awards | () | | | () | | | () | |
| Payments to acquire ownership interest in subsidiary | | | | () | | | | |
Contributions from noncontrolling interest owners | | | | | | | | |
| Distributions to noncontrolling interest owners | () | | | () | | | () | |
Net cash used in financing activities | () | | | () | | | () | |
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| Years Ended December 31, |
| (In millions) | 2024 | | 2023 | | 2022 |
| CASH FLOWS FROM DISCONTINUED OPERATIONS: | | | | | |
| Cash flows from operating activities | | | | | | | () | |
| Cash flows from investing activities | | | | | | | | |
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| Net cash from discontinued operations | | | | | | | | |
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| Effect of foreign currency exchange rates on cash | | | | | | | () | |
Decrease in cash, cash equivalents and restricted cash | () | | | () | | | () | |
| Cash, cash equivalents and restricted cash, beginning of period | | | | | | | | |
| Cash, cash equivalents and restricted cash, end of period | $ | | | | $ | | | | $ | | |
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| RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONSOLIDATED BALANCE SHEETS: | | | | | |
| Cash and cash equivalents | $ | | | | $ | | | | $ | | |
| Restricted cash | | | | | | | | |
Restricted and escrow cash included in other long-term assets | | | | | | | | |
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| Depreciation Expense | | | | | |
| Years Ended December 31, |
| (In millions) | 2024 | | 2023 | | 2022 |
| Depreciation expense | $ | | | | $ | | | | $ | | |
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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.
CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
During the year ended December 31, 2023, the Company recognized impairment charges in our Regional segment. These impairments were primarily due to a decrease in projected future cash flows at certain regional properties due to increased competition. The Company identified reporting unit with an estimated fair value of the associated gaming rights below the carrying value and recorded an impairment of $ million. In addition, the Company identified reporting unit with an estimated fair value below its carrying value and we recorded an impairment of $ million to goodwill.
In December 2022, the Company recognized impairment charges in our Regional segment related to goodwill and gaming rights totaling $ million and $ million, respectively, due to an increase in the related discount rates, which represents the higher required cost of capital as a result of the macroeconomic environment and projected outlook.
CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| | $ | | | | $ | | | | $ | | | | $ | | |
| | | |
| Other | | | | | | | | | | | | | | |
Balance as of December 31, 2023 | | | | | | | | | | | | | | |
| Accumulated Impairment: | | | | | | | | | |
Balance as of January 1, 2023 | | | | () | | | | | | | | | () | |
| Impairment | | | | () | | | | | | | | | () | |
Balance as of December 31, 2023 | | | | () | | | | | | | | | () | |
Net carrying value, as of December 31, 2023 | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | | | |
| Gross Goodwill: | | | | | | | | | |
Balance as of January 1, 2024 | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| | | |
Other (a) | () | | | | | | | | | | | | () | |
Balance as of December 31, 2024 | | | | | | | | | | | | | | |
| Accumulated Impairment: | | | | | | | | | |
Balance as of January 1, 2024 | | | | () | | | | | | | | | () | |
| Impairment | | | | () | | | | | | | | | () | |
| | | |
Balance as of December 31, 2024 | | | | () | | | | | | | | | () | |
| | | |
Net carrying value, as of December 31, 2024 (b) | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
____________________
(a)Sale of the LINQ Promenade; see Note 3. (b)$ billion of goodwill within the Regional segment and $ million within the Las Vegas segment is associated with reporting units with zero or negative carrying value.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Changes in Carrying Amount of Intangible Assets Other than Goodwill |
| Amortizing | | Non-Amortizing | | Total |
| (In millions) | 2024 | | 2023 | | 2024 | | 2023 | | 2024 | | 2023 |
| Balance as of January 1 | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Impairment | | | | | | | () | | | () | | | () | | | () | |
| Amortization expense | () | | | () | | | — | | | — | | | () | | | () | |
| | | | | |
Acquisition of developed technology | | | | | | | | | | | | | | | | | |
Acquisition of gaming rights and customer relationships | | | | | | | | | | | | | | | | | |
| | | | | |
Other (a) | () | | | | | | () | | | | | | () | | | | |
| Balance as of December 31 | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
____________________
(a)Includes sale of the WSOP trademark, see Note 3.
CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| $ | | | | $ | () | | | $ | | | | $ | | | | $ | () | | | $ | | | | Gaming rights and other | - years | | | | | () | | | | | | | | | () | | | | |
| Trademarks | years | | | | | () | | | | | | | | | () | | | | |
| Reacquired rights | years | | | | | () | | | | | | | | | () | | | | |
| Technology | - years | | | | | () | | | | | | | | | () | | | | |
| | | $ | | | | $ | () | | | | | | $ | | | | $ | () | | | | |
| | | | | | | | | | | | | |
| Non-amortizing intangible assets | | | | | | | | | | | | |
| Trademarks | | | | | | | | | | | | | | | |
| Gaming rights | | | | | | | | | | | | | | | |
| Caesars Rewards | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Total amortizing and non-amortizing intangible assets, net | | $ | | | | | | | | $ | | |
Amortization expense with respect to intangible assets for the years ended December 31, 2024, 2023 and 2022 totaled $ million, $ million and $ million, respectively, which is included in Depreciation and amortization in the Statements of Operations.
| | $ | | | | $ | | | | $ | | | | $ | | | Note 6.
| | $ | | | | Accrued payroll and other related liabilities | | | | | |
| Accrued taxes | | | | | |
Self-insurance claims and reserves (See Note 8) | | | | | |
Operating lease liability (See Note 7) | | | | | |
| Accrued marketing | | | | | |
| Disputed claims liability | | | | | |
| Other accruals | | | | | |
| Total accrued other liabilities | $ | | | | $ | | |
Disputed Claims Liability
The disputed claims liability represented certain unsecured claims related to Caesars Entertainment Corporation’s bankruptcy assumed from the Merger.
Note 7.
to years. The Company’s lease agreements do not contain any material restrictive covenants, other than those described below.
CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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.
| | $ | | | |
| Liabilities: | | | | | | |
Current operating lease liabilities | | Accrued other liabilities | | | | | | |
|
Non-current operating lease liabilities | | Other long-term liabilities | | | | | | |
| | |
|
|
| Weighted Average Discount Rate | | % | | | % |
|
Debt Covenant Compliance
The CEI Revolving Credit Facility, the CEI Term Loan A, the CEI Term Loan B, the CEI Term Loan B-1 and the indentures governing the CEI Senior Secured Notes due 2030, the CEI Senior Secured Notes due 2032, the CEI Senior Notes due 2027, the CEI Senior Notes due 2029 and the CEI Senior Notes due 2032 contain covenants which are standard and customary for these types of agreements. These include negative covenants, which, subject to certain exceptions and baskets, limit the Company’s and its subsidiaries’ ability to (among other items) incur additional indebtedness, make investments, make restricted payments, including dividends, grant liens, sell assets and make acquisitions.
The CEI Revolving Credit Facility and the CEI Term Loan A include a maximum net total leverage ratio financial covenant of :1. In addition, the CEI Revolving Credit Facility and the CEI Term Loan A include a minimum fixed charge coverage ratio financial covenant of :1. From and after the repayment of the CEI Term Loan A, the financial covenants applicable to the CEI Revolving Credit Facility will be tested solely to the extent that certain testing conditions are satisfied. Failure to comply with such covenants could result in an acceleration of the maturity of indebtedness outstanding under the relevant debt document.
As of December 31, 2024, the Company was in compliance with all of the applicable financial covenants described above.
The CVA Revolving Credit Facility and the CVA Delayed Draw Term Loan contain covenants which are standard and customary for this type of agreement, including a maximum net total leverage ratio financial covenant of :1 and a minimum fixed charge coverage ratio financial covenant of :1. Caesars Virginia LLC’s compliance requirements commence starting March 31, 2025.
Guarantees
The CEI Revolving Credit Facility, the CEI Term Loan A, the CEI Term Loan B, the CEI Term Loan B-1 the CEI Senior Secured Notes due 2030 and the CEI Senior Secured Notes due 2032 are guaranteed on a senior secured basis by each existing and future material wholly-owned domestic subsidiary of the Company and are secured by substantially all of the existing and future property and assets of the Company and its subsidiary guarantors (subject to certain exceptions). The CEI Senior Notes due 2027, the CEI Senior Notes due 2029 and the CEI Senior Notes due 2032 are guaranteed on a senior unsecured basis by such subsidiaries.
The CVA Revolving Credit Facility and the CVA Delayed Draw Term Loan are secured by substantially all material assets of Caesars Virginia, LLC and any newly formed wholly-owned subsidiary of Caesars Virginia, LLC. CEI does not provide a guarantee of these facilities.
CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 10.
| | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | |
| Food and beverage | | | | | | | | | | | | | | | | | |
| Hotel | | | | | | | | | | | | | | | | | |
| Other | | | | | | | | | | | | | | | | | |
| | | | | |
| | | | | |
| Net revenues | $ | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2023 |
| (In millions) | Las Vegas | | Regional | | Caesars Digital | | Managed and Branded | | Corporate and Other | | Total |
| Casino | $ | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | |
| Food and beverage | | | | | | | | | | | | | | | | | |
| Hotel | | | | | | | | | | | | | | | | | |
| Other | | | | | | | | | | | | | | | | | |
| Net revenues | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | | | Food and beverage | | | | | | | | | | | | | | | | | |
| Hotel | | | | | | | | | | | | | | | | | |
| Other | | | | | | | | | | | | | | | | | |
| | | | | |
| | | | | |
| Net revenues | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
Accounts Receivable and Credit Risk
We issue credit to approved casino customers following investigations of creditworthiness. Business or economic conditions or other significant events could affect the collectability of these receivables. Accounts receivable are non-interest bearing and are initially recorded at cost.
Marker play represents a meaningful portion of our overall table games volume. We maintain strict controls over the issuance of markers and aggressively pursue collection from those customers who fail to pay their marker balances timely. These collection efforts include the mailing of statements and delinquency notices and the use of personal contacts, outside collection agencies and civil litigation. Markers are generally legally enforceable instruments in the United States. Markers are not legally enforceable instruments in some foreign countries, but the United States assets of foreign customers may be reached to satisfy judgments entered in the United States. We consider the likelihood and difficulty of enforceability, among other factors, when we issue credit to customers who are not residents of the United States.
Trade receivables, including casino and hotel receivables, are typically non-interest bearing. Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. Management believes that as of December 31, 2024 and 2023, significant concentrations of credit risk related to receivables existed.
Reserve for Uncollectible Accounts Receivable
An estimated allowance for doubtful accounts is maintained to reduce the Company’s receivables to their carrying amount, which approximates fair value. The allowance is estimated based on specific review of customer accounts, historical collection experience, customer relationships and reasonable forecasts which consider current economic and business conditions to reflect current expected credit loss. As with many estimates, management must make judgments about potential actions by third parties in establishing and evaluating our reserves for bad debts.
| | $ | | | | Food and beverage and hotel | | | | | |
| Other | | | | | |
| Accounts receivable, net | $ | | | | $ | | |
| | | | | | | | | | | | | | | | | |
| Allowance for Doubtful Accounts | | | | | |
| (In millions) | Contracts | | Other (a) | | Total |
Balance as of January 1, 2022 | $ | | | | $ | | | | $ | | |
| Provision for doubtful accounts | | | | | | | | |
| Write-offs less recoveries | () | | | () | | | () | |
Balance as of December 31, 2022 | | | | | | | | |
| Provision for doubtful accounts | | | | | | | | |
| Write-offs less recoveries | () | | | () | | | () | |
Balance as of December 31, 2023 | | | | | | | | |
| Provision for doubtful accounts | | | | | | | | |
| Write-offs less recoveries | () | | | () | | | () | |
Balance as of December 31, 2024 | $ | | | | $ | | | | $ | | |
____________________
(a)“Other” includes allowance associated with lease receivables under ASC 842. See Note 7 for further details.
CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | Balance at December 31 | | | | | | | | | | | | | | | | | |
| Increase (decrease) | $ | | | | $ | () | | | $ | () | | | $ | () | | | $ | () | | | $ | | |
Customer deposits and other deferred revenues decreased in 2024 primarily due to a reduction in both advanced ticket sales and gaming deposits.
Complimentaries
The Company offers discretionary coupons and other discretionary complimentaries to customers outside of the loyalty program such as matching deposits, free bets and free play. Such complimentaries are provided in conjunction with other revenue‑earning activities and are generally provided to encourage additional customer spending on those activities. Accordingly, the Company allocates a portion of the transaction price received from such customers to the complimentary goods and services. The Company performs this allocation based on the SSP of the underlying goods and services, which is determined based upon the weighted-average cash sales prices received for similar services at similar points during the year. The retail value of complimentary food, beverage, hotel rooms and other services provided to customers is recognized as a reduction of revenues for the department which issued the complimentary and revenue for the department redeemed. Complimentaries provided by third parties at the discretion and under the control of the Company are recorded as an expense when incurred.
The Company’s revenues included complimentaries and loyalty point redemptions totaling $ billion, $ billion and $ billion for the years ended December 31, 2024, 2023 and 2022, respectively.
Note 11.
For a period in which the Company generated a net loss from continuing operations attributable to Caesars, the weighted average shares outstanding - basic was used in calculating diluted loss per share because using diluted shares would have been anti-dilutive to loss per share.
CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| | $ | | | | $ | () | | | Discontinued operations, net of income taxes | | | | | | | () | |
Net income (loss) attributable to Caesars | $ | () | | | $ | | | | $ | () | |
| Shares outstanding: | | | | | |
| Weighted average shares outstanding – basic | | | | | | | | |
| Effect of dilutive securities: | | | | | |
| Stock-based compensation awards | | | | | | | | |
| Weighted average shares outstanding – diluted | | | | | | | | |
| | | | | |
Basic income (loss) per share from continuing operations | $ | () | | | $ | | | | $ | () | |
| Basic loss per share from discontinued operations | | | | | | | () | |
Net income (loss) per common share attributable to common stockholders – basic: | $ | () | | | $ | | | | $ | () | |
| | | | | |
Diluted income (loss) per share from continuing operations | $ | () | | | $ | | | | $ | () | |
| Diluted loss per share from discontinued operations | | | | | | | () | |
Net income (loss) per common share attributable to common stockholders – diluted: | $ | () | | | $ | | | | $ | () | |
| | | | | | | | Total anti-dilutive common stock | | | | | | | | |
Note 12.
million shares, plus the number of shares available for issuance under the 2015 Plan on the date the Company’s stockholders approved the amendment. As of December 31, 2024, the Company had approximately million shares available for grant under the 2015 Plan. Equity awards granted to employees and executive officers generally vest within one to 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 % to % 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.
CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Restricted Stock Unit Activity
During the year ended December 31, 2024, the Company granted RSUs to employees of the Company with an aggregate fair value of $ million. Each RSU represents the right to receive payment in respect of share of the Company’s Common Stock.
| | $ | | | Granted (b) | | | | | |
| Vested | () | | | | |
| Forfeited | () | | | | |
Unvested outstanding as of December 31, 2024 | | | | | |
____________________
(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 RSUs granted to non-employee members of the Board during the year ended December 31, 2024.
Performance Stock Unit Activity
During the year ended December 31, 2024, the Company granted PSUs to employees of the Company with an aggregate fair value of $ million as of December 31, 2024. On the vesting date, recipients will receive between % and % 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.
| | $ | | | | Granted | | | | | |
| Performance Adjustment | | | | |
| Vested | () | | | | |
| Forfeited | () | | | | |
Unvested outstanding as of December 31, 2024 | | | | | |
____________________
(a)This represents the weighted-average grant date fair value for PSUs where the grant date has been achieved or the price of our common stock as of the balance sheet date for PSUs where a grant date has not been achieved.
Market-Based Stock Unit Activity
During the year ended December 31, 2024, the Company granted MSUs to employees of the Company with an aggregate fair value of $ million. On the vesting date, recipients will receive between % and % 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.
CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| | $ | | | | Granted | | | | | |
| Performance Adjustment | () | | | |
| Vested | () | | | | |
| Forfeited | () | | | | |
Unvested outstanding as of December 31, 2024 | | | | | |
____________________
(a)Represents the grant date fair value determined using a Monte Carlo simulation model.
Stock Option Activity
There was no stock option activity during the year ended December 31, 2024.
| | | | | | | | Cash received for options exercised | $ | | | | $ | | | | $ | | |
| Aggregate intrinsic value of options exercised | $ | | | | $ | | | | $ | | |
|
|
Unrecognized Compensation Cost
As of December 31, 2024, the Company had $ million of unrecognized compensation expense, which is expected to be recognized over a weighted-average period of years.
Accumulated Other Comprehensive Income
| | $ | () | | | $ | () | | | $ | | |
| Other comprehensive income before reclassifications | | | | | | | | | | | |
| |
| Total other comprehensive income, net of tax | | | | | | | | | | | |
| Balances as of December 31, 2023 | $ | | | | $ | | | | $ | | | | $ | | |
| Other comprehensive loss before reclassifications | | | | | | | () | | | () | |
| |
| Total other comprehensive loss, net of tax | | | | | | | () | | | () | |
| Balances as of December 31, 2024 | $ | | | | $ | | | | $ | | | | $ | | |
Share Repurchase Program
On November 8, 2018, the Company announced that its Board of Directors authorized a $ million common stock repurchase program (the “2018 Share Repurchase Program”). For the year ended December 31, 2024, the Company acquired shares of common stock under the 2018 Share Repurchase Program at an aggregate value of $ million, excluding any applicable excise taxes, and an average of $ per share. In connection with these repurchases, including repurchases of $ million in 2018, the 2018 Share Repurchase Program was completed and all shares repurchased under the 2018 Share Repurchase Program were retired.
CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
shares were repurchased during the years ended December 31, 2023 or 2022.
Shares Held in Escrow
In connection with the settlement of convertible notes during 2021, the Company issued approximately thousand shares of common stock, at a fair value of approximately $ million. The shares were contributed to, and held in, an escrow trust which was recorded within Treasury stock. During the year ended December 31, 2024, the shares were released from escrow and returned to the Company following an update to the estimated disputed claims liability.
Note 13.
% of the first % as outlined per plan documents.The Company’s matching contribution expense totaled $ million, $ million and $ million for the years ended December 31, 2024, 2023 and 2022, respectively.
Defined-Benefit Plans
Scioto Downs sponsors a noncontributory defined-benefit plan covering all full-time employees meeting certain age and service requirements. On May 31, 2001, the plan was amended to freeze eligibility, accrual of years of service and benefits. As of December 31, 2024, the fair value of the plan assets and benefit obligation was $ million. We did not make cash contributions to the pension plan during 2024, 2023 and 2022.
In addition, the Company also sponsors a defined-benefit plan for certain Tropicana Atlantic City employees under a Variable Annuity Pension Plan. As of December 31, 2024, the fair value of the plan assets was $ million and benefit obligations totaled $ million. Contributions to the plan were $ million for each of the years ended December 31, 2024, 2023 and 2022, respectively.
Deferred Compensation Plans
CEI assumed active deferred compensation plans, the Caesars Entertainment Corporation Executive Supplemental Savings Plan III (“ESSP III”) and the Caesars Entertainment Corporation Outside Director Deferred Compensation Plan. These plans are unfunded, non-qualified deferred compensation plans. Payment obligations pursuant to the plans are unsecured general obligations of the Company and affiliates of the Company employing participants in the ESSP III. The liability as of December 31, 2024 and 2023 was $ million and $ million, respectively, which was recorded in Other long-term liabilities in the Balance Sheets.
As of December 31, 2024, certain current and former employees of Caesars, and our subsidiaries and affiliates, have balances under: (i) the Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan, (ii) the Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan II, (iii) the Park Place Entertainment Corporation Executive Deferred Compensation Plan, (iv) the Harrah’s Entertainment, Inc. Deferred Compensation Plan, and (v) the Harrah’s Entertainment, Inc. Executive Deferred Compensation Plan (collectively, the “existing deferred compensation plans”). These plans are deferred compensation plans that allowed certain employees an opportunity to save for retirement and other purposes. Each of the plans are now frozen and no longer accepting contributions. However, participants may still earn returns on existing plan balances based upon their selected investment alternatives, which are reflected in their deferral accounts. The total liability recorded in Other long-term liabilities in the Balance Sheets for these plans was $ million and $ million as of December 31, 2024 and 2023, respectively.
CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Multi-employer Pension Plans
The Company contributes to a number of multi-employer defined benefit pension plans under the terms of collective bargaining agreements that cover union-represented employees. The risks of participating in these multi-employer plans are different from a single-employer plan in the following respects:
i.Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers.
ii.If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
iii.If the Company chooses to stop participating in some of its multi-employer plans, the Company may be required to pay those plans an amount based on the underfunding of the plan, referred to as a “withdrawal liability.”
| | | No | | $ | | | | $ | | | | $ | | | | | | | Legacy Plan of the UNITE HERE Retirement Fund (d)(e) | | 82-0994119/ | | | | Yes | | | | | | | | | | | Various up to |
| Central Pension Fund of the IUOE & Participating Employers | | 36-6052390/ | | | | No | | | | | | | | | | | N/A | | |
| Western Conference of Teamsters Pension Plan | | 91-6145047/ | | | | No | | | | | | | | | | | N/A | |
|
| | |
| Painters IUPAT | | 52-6073909/ | | | | Yes | | | | | | | | | | | | |
|
| Other Funds | | | | | | | | | | | |
| Total Contributions | | $ | | | | $ | | | | $ | | | | | | |
____________________
(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 % of the total contributions for the plan year ended December 31, 2023 and as of the date the financial statements were issued, Forms 5500 were not available for the 2024 plan year.
(e)The HEREIU Pension Fund consists of two separate plans, the Legacy Plan of the HEREIU Pension Fund and the Adjustable Plan of the HEREIU Pension Fund. CEI makes a single contribution to the HEREIU Pension Fund, the Trustees of which allocate such contribution between the Legacy Plan and the Adjustable Plan. The contribution amount reflected to the Legacy Plan is the aggregate contribution made to the HEREIU Pension Fund before such allocation between the Legacy Plan and the Adjustable Plan of the HEREIU Pension Fund.
CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 14.
) | | $ | () | | | $ | () | | | Outside of the U.S. | | | | | | | | |
| $ | () | | | $ | () | | | $ | () | |
| | | | | | | | | | | | | | | | | |
Income Tax Provision (Benefit) from Continuing Operations | Years Ended December 31, |
| (In millions) | 2024 | | 2023 | | 2022 |
| United States | | | | | |
| Current | | | | | |
| Federal | $ | | | | $ | | | | $ | | |
| State & Local | | | | | | | | |
| Deferred | | | | | |
| Federal | | | | () | | | () | |
| State & Local | () | | | () | | | | |
| Outside of the U.S. | | | | | |
| Current | | | | | | | | |
| Deferred | () | | | | | | | |
| $ | | | | $ | () | | | $ | () | |
The following is an allocation of the total income tax provision (benefit) for the years ended December 31, 2024, 2023 and 2022:
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| (In millions) | 2024 | | 2023 | | 2022 |
| Income tax provision (benefit) applicable to: | | | | | |
Income from continuing operations | $ | | | | $ | () | | | $ | () | |
| Discontinued operations | | | | | | | () | |
| Additional paid-in capital | | | | () | | | | |
| Other comprehensive income | | | | | | | () | |
| | $ | () | | | $ | () | | | State and local income tax provision (benefit) | () | | | () | | | | |
| Nondeductible compensation and benefits | | | | | | | | |
| Goodwill impairment and write offs | | | | | | | | |
| Increase (decrease) in uncertain tax positions | | | | | | | () | |
| Change in tax rates from change in tax law before valuation allowance | | | | | | | | |
| Foreign taxes | | | | | | | | |
| Deferred tax adjustment related to William Hill acquisition | | | | | | | | |
| Minority interests | () | | | () | | | | |
| Valuation allowance | | | | () | | | () | |
| Tax credits | () | | | () | | | () | |
| Other | | | | | | | | |
| Reported income tax provision (benefit) | $ | | | | $ | () | | | $ | () | |
CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| | $ | | | | Excess business interest expense | | | | | |
| Credit carryforwards | | | | | |
| Financing obligation | | | | | |
| Long-term lease obligation | | | | | |
| Other | | | | | |
| | | | | |
| Deferred tax liabilities: | | | |
| Identified intangibles | () | | | () | |
|
| Fixed assets | () | | | () | |
| Right-of-use assets | () | | | () | |
| Other | () | | | () | |
| () | | | () | |
| Valuation allowance | () | | | () | |
| Net deferred tax liabilities | $ | () | | | $ | () | |
Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use existing deferred tax assets. During the second quarter of 2023, the Company evaluated its forecasted adjusted taxable income and objectively verifiable evidence and placed substantial weight on its 2022 and 2023 quarterly earnings, adjusted for non-recurring items, including the interest expense disallowed under current tax law. Accordingly, the Company determined it was more likely than not that a portion of the federal and state deferred tax assets will be realized and, as a result, during the second quarter of 2023, the Company reversed the valuation allowance related to these deferred tax assets and recorded an income tax benefit of $ million. The Company is still carrying a valuation allowance on certain federal and state deferred tax assets that are not more likely than not to be realized in the future. The Company has assessed the changes to the valuation allowance, including realization of the disallowed interest expense deferred tax asset, using the integrated approach.
million and $ billion, respectively, and federal general business tax credit and research tax credit carryforwards of $ million, which will expire on various dates as follows: | | | | | | | | | | | | | | | | | |
| Year of Expiration | Net Operating Losses | | Tax Credits |
| (In millions) | Federal | | States | | Federal |
| 2025-2029 | $ | | | | $ | | | | $ | | |
| 2030-2034 | | | | | | | | |
| 2035-2044 | | | | | | | | |
| Do not expire | | | | | | | | |
| $ | | | | $ | | | | $ | | |
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.
CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| | $ | | | | $ | | | |
|
| Sale of William Hill International | | | | | | | () | |
| Additions based on tax positions related to the current year | | | | | | | | |
| Additions for tax positions of prior years | | | | | | | | |
| Reductions for tax positions for prior years | () | | | () | | | () | |
|
| Expiration of statutes | | | | | | | () | |
| Balance as of end of year | $ | | | | $ | | | | $ | | |
We classify reserves for tax uncertainties within Other long-term liabilities in our Balance Sheets, separate from any related income tax payable, deferred tax asset, or deferred tax liability. Reserve amounts relate to any potential income tax liabilities resulting from uncertain tax positions as well as potential interest or penalties associated with those liabilities.
We accrue interest and penalties related to unrecognized tax benefits in income tax expense. During 2024, we decreased our unrecognized tax benefits by $ 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 $ million, primarily due to the noncash settlement of a state audit. During 2022, we decreased our unrecognized tax benefits by $ million, primarily due to the sale of William Hill International. There was an accrual for the payment of interest and penalties of $ million as of December 31, 2024 and accrual for the payment of interest and penalties as of December 31, 2023. Included in the balances of unrecognized tax benefits as of December 31, 2024 and December 31, 2023 was $ million and $ million, respectively, of unrecognized tax benefits that, if recognized, would impact the effective tax rate.
In 2021, the Organization for Economic Co-operation and Development (the “OECD”) established an Inclusive Framework on Base Erosion and Profit Shifting and agreed on a two-pillar solution (“Pillar Two”) to global taxation, focusing on global profit allocation and a 15% global minimum effective tax rate. The OECD issued Pillar Two model rules and continues to release guidance on these rules. While the US has not yet adopted the Pillar Two rules, various other countries around the world are enacting legislation. We will continue to analyze the law to determine potential impacts. We currently do not expect the Framework to have a material impact on our effective tax rate or our financial statements.
The Company, including its subsidiaries, files tax returns with federal, state and foreign jurisdictions. The Company does not have tax sharing agreements with the other members within the consolidated group. With few exceptions, the Company is no longer subject to US federal or state and local tax assessments by tax authorities for years before 2021. We believe that it is reasonably possible that the unrecognized tax benefits liability will not materially change within the next 12 months. Audit outcomes and the timing of audit settlements are subject to significant uncertainty. Although we believe that adequate provision has been made for such issues, there is the possibility that the ultimate resolution of such issues could have an adverse effect on our earnings. Conversely, if these issues are resolved favorably in the future, the related provision would be reduced, thus having a favorable impact on earnings.
Note 15.
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 % 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 $ million, paid monthly. Annual rent is subject to periodic rent escalations of to percent through the term of the lease. Commensurate with its interest, the trust receives directly from the Company approximately % of the rent paid by the Company. As of December 31, 2024 and 2023 there were amounts due to or from CSY.CVA Holdco, LLC
In May 2023, the Company entered into a joint venture, CVA Holdco, LLC, with EBCI and an additional minority partner, to construct, own and operate a gaming facility in Danville, Virginia (“Caesars Virginia”). Caesars Virginia opened in a temporary facility on May 15, 2023 followed by the completion of construction and opening of the permanent facility on December 17, 2024. As the managing member, the Company operates the business and has managed the development, construction, financing, marketing, leasing, maintenance and day-to-day operation of the various phases of the project. The Company holds a % 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
CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Pompano Joint Venture
In April 2018, the Company entered into a joint venture with Cordish Companies (“Cordish”) to plan and develop a mixed-use entertainment and hospitality destination expected to be located on unused land adjacent to the casino at the Company’s Pompano property. As the managing member, Cordish will operate the business and manage the development, construction, financing, marketing, leasing, maintenance and day-to-day operation of the various phases of the project. Additionally, Cordish will be responsible for the development of the master plan for the project with the Company’s input and will submit it for the Company’s review and approval. While the Company holds a % variable interest in the joint venture, it is not the primary beneficiary; as such, the investment in the joint venture is accounted for using the equity method and is recorded in Investment in and advances to unconsolidated affiliates on the Balance Sheets. The Company participates evenly with Cordish in the profits and losses of the joint venture, which are included in Transaction and other costs, net on the Statements of Operations.
| Contributions | | |
Equity in earnings | | |
Balance as of December 31, 2023 | | |
Distributions | () | |
Equity in earnings | | |
| Balance as of December 31, 2024 | $ | | |
Note 16.
reportable segments. The reportable segments are based on the similar characteristics of the operating segments with the way management assesses these results and allocates resources, which is a consolidated view that adjusts for the effect of certain transactions between these reportable segments within Caesars: (1) Las Vegas, (2) Regional, (3) Caesars Digital, and (4) Managed and Branded, in addition to Corporate and Other. See table below for a summary of these segments. Also, see Note 3, Note 4 and Note 5 for a discussion of the impairment of intangibles and long-lived assets related to certain segments.
CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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 -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 square feet conference center with square feet of flexible meeting space, of the largest pillarless ballrooms in the world and direct access to the LINQ. We also opened our first non-gaming hotel experience in the United States on March 6, 2024 at Caesars Republic Scottsdale featuring approximately hotel rooms, approximately square feet of event space and hotel amenities including, pools, bars, lounges, and celebrity partnered restaurants.
Corporate and Other includes certain unallocated corporate overhead costs and other adjustments, including eliminations of transactions among segments, to reconcile to the Company’s consolidated results.
The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer. The CODM assesses segment performance by using Adjusted EBITDA, which is defined and reconciled to net income (loss) below.
The CODM uses Adjusted EBITDA during the annual budgeting process and evaluates budget-to-actual variances on a regular basis to make decisions about the allocation of operating and capital resources. Annual incentive awards have historically been based on the achievement of Adjusted EBITDA as a primary metric as the Company believes it most accurately reflects our results and represents a key metric in our industry.
CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| (In millions) | 2024 | | 2023 | | 2022 |
| Las Vegas: | | | | | |
| Net revenues | $ | | | | $ | | | | $ | | |
| Adjusted EBITDA | | | | | | | | |
| Regional: | | | | | |
| Net revenues | | | | | | | | |
| Adjusted EBITDA | | | | | | | | |
| Caesars Digital: | | | | | |
| Net revenues | | | | | | | | |
| Adjusted EBITDA | | | | | | | () | |
| Managed and Branded: | | | | | |
| Net revenues | | | | | | | | |
| Adjusted EBITDA | | | | | | | | |
| Corporate and Other: | | | | | |
| Net revenues | () | | | | | | | |
| Adjusted EBITDA | () | | | () | | | () | |
Disaggregation of Certain Significant Expenses by Segment
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2024 |
| (In millions) | Las Vegas | | Regional | | Caesars Digital | | Managed and Branded | | Corporate and Other | | Total |
Net revenues | $ | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | |
| | | | | | | | | | | |
Gaming taxes | () | | | () | | | () | | | | | | | | | |
| | | | | |
Labor expense | () | | | () | | | | | | | | | | | | |
| | | | | | | | | | | |
Other segment expenses (b) | () | | | () | | | () | | | () | | | () | | | |
| | | | | | | | | | | |
Adjusted EBITDA | $ | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2023 |
| (In millions) | Las Vegas | | Regional | | Caesars Digital | | Managed and Branded | | Corporate and Other | | Total |
Net revenues | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | | | | | |
Gaming taxes | () | | | () | | | () | | | | | | | | | |
| | | | | |
Labor expense (a) | () | | | () | | | | | | | | | | | | |
| | | | | | | | | | | |
Other segment expenses (b) | () | | | () | | | () | | | () | | | () | | | |
| | | | | | | | | | | |
Adjusted EBITDA | $ | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | |
CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | | | | | | | | | | | |
Gaming taxes | () | | | () | | | () | | | | | | | | | |
| | | | | |
Labor expense (a) | () | | | () | | | | | | | | | | | | |
| | | | | | | | | | | |
Other segment expenses (b) | () | | | () | | | () | | | () | | | () | | | |
| | | | | | | | | | | |
Adjusted EBITDA | $ | | | | $ | | | | $ | () | | | $ | | | | $ | () | | | $ | | |
____________________(a)Labor expense for the Las Vegas segment includes $ million and $ million for the years ended December 31, 2023 and 2022, respectively, related to Rio-All Suite Hotel & Casino which was divested at the end of the third quarter of 2023.
(b)The ‘Other segment expenses’ category for each of our reportable segments primarily includes:
•Las Vegas and Regional Segments - Cost of sales associated with food, beverage and retail offerings; commission fees, talent fees and ticketing expenses associated with entertainment offerings; utility costs; costs of supplies; repairs and maintenance charges; professional fees; marketing and advertising expenses; software and licensing expenses; rental costs; and insurance expense.
•Caesars Digital - Labor costs directly associated with the operation and maintenance of the digital platforms; professional fees; marketing and advertising expenses; and software and licenses expenses.
•Managed and Branded - Reimbursable expenses which are primarily payroll costs associated with our managed properties.
•Corporate and Other - Unallocated corporate payroll and overhead costs.
Reconciliation of Net Income (Loss) Attributable to Caesars to Adjusted EBITDA by Segment
Adjusted EBITDA is presented as a measure of the Company’s performance. Adjusted EBITDA is defined as revenues less certain operating expenses and is composed of net income (loss) before (i) interest income and interest expense, net of interest capitalized, (ii) income tax (benefit) provision, (iii) depreciation and amortization, and (iv) certain items that we do not consider indicative of our ongoing operating performance at an operating property level.
In evaluating Adjusted EBITDA you should be aware that, in the future, we may incur expenses that are the same or similar to some of the adjustments in this presentation. The presentation of Adjusted EBITDA should not be construed as an inference that future results will be unaffected by unusual or unexpected items.
Adjusted EBITDA is a financial measure commonly used in our industry and should not be construed as an alternative to net income (loss) as an indicator of operating performance or as an alternative to cash flow provided by operating activities as a measure of liquidity (as determined in accordance with GAAP). Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies within the industry. Adjusted EBITDA is included because management uses Adjusted EBITDA to measure performance and allocate resources, and believes that Adjusted EBITDA provides investors with additional information consistent with that used by management.
CAESARS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| | $ | | | | $ | () | | | Net income (loss) attributable to noncontrolling interests | | | | | | | () | |
| Net loss from discontinued operations | | | | | | | | |
(Benefit) provision for income taxes (a) | | | | () | | | () | |
Other income (b) | () | | | () | | | () | |
| Loss on extinguishment of debt | | | | | | | | |
| Interest expense, net | | | | | | | | |
| Depreciation and amortization | | | | | | | | |
Impairment charges (c) | | | | | | | | |
Transaction costs and other, net (d) | () | | | | | | | |
| Stock-based compensation expense | | | | | | | | |
| Adjusted EBITDA | $ | | | | $ | | | | $ | | |
| | | | | |
| Adjusted EBITDA by Segment: | | | | | |
| Las Vegas | $ | | | | $ | | | | $ | | |
| Regional | | | | | | | | |
| Caesars Digital | | | | | | | () | |
| Managed and Branded | | | | | | | | |
| Corporate and Other | () | | | () | | | () | |
____________________
(a)Benefit for income taxes for the year ended December 31, 2023 includes the release of $ million of valuation allowance against deferred tax assets.
(b)Other income for the year ended December 31, 2024 primarily represents a change in estimate of our disputed claims liability.
(c)Impairment charges for the year ended December 31, 2024 include impairments within our Regional segment as a result of a decrease in projected future cash flows at certain properties primarily due to localized competition and an impairment to a trademark due to the performance of our smallest brand in the Las Vegas segment.
(d)Transaction costs and other, net primarily includes non-cash losses on the write down and disposal of assets, gains from the sales of the WSOP trademark and the LINQ Promenade, insurance proceeds from property damage, professional services for transaction and integration costs, various contract exit or termination costs, pre-opening costs in connection with new property openings and expansion projects at existing properties, and non-cash changes in equity method investments.
| | $ | | | | $ | | | | Regional | | | | | | | | |
| Caesars Digital | | | | | | | | |
|
| Corporate and Other | | | | | | | | |
Total | $ | | | | $ | | | | $ | | |
| | $ | | | | Regional | | | | | |
| Caesars Digital | | | | | |
Managed and Branded | | | | | |
Corporate and Other (a) | () | | | () | |
| Total | $ | | | | $ | | |
____________________
(a)Includes eliminations of transactions among segments, to reconcile to the Company’s consolidated results.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have established and maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports that we file under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, evaluated and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of December 31, 2024. Based on these evaluations, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures required by Rules 13a-15(e) and 15d-15(e) were effective as of December 31, 2024, at a reasonable assurance level.
Management’s Annual Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Exchange Act. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with US GAAP.
Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated and assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this Form 10-K Annual Report based upon the framework set forth in the Internal Control-Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. Based on their evaluation and assessment, they concluded that, as of December 31, 2024, our internal control over financial reporting was effective based on those criteria.
Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting as of December 31, 2024, which follows below.
Changes in Internal Control Over Financial Reporting
As of December 31, 2024, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Caesars Entertainment, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Caesars Entertainment, Inc., and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 25, 2025, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Las Vegas, Nevada
February 25, 2025
Item 9B. Other Information
Rule 10b5-1 Trading Plans
For the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) , modified or a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is hereby incorporated by reference to our definitive Proxy Statement for our Annual Meeting of Stockholders (our “Proxy Statement”) to be filed with the Securities and Exchange Commission no later than April 30, 2025, pursuant to Regulation 14A under the Securities Act.
We have adopted a code of ethics and business conduct applicable to all directors and employees, including the Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer. The code of ethics and business conduct is posted on our website, http://www.caesars.com/corporate (accessible through the “Governance” caption of the Investors page) and a printed copy will be delivered on request by writing to the Corporate Secretary at Caesars Entertainment, Inc., c/o Corporate Secretary, 100 West Liberty Street, 12th Floor, Reno, NV 89501. We intend to satisfy the disclosure requirement regarding certain amendments to, or waivers from, provisions of its code of business conduct and ethics by posting such information on our website.
We have an insider trading policy governing the purchase, sale and other dispositions of our securities that applies to our directors, officers, employees and other individuals associated with us. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Item 11. Executive Compensation
The information required by this Item is hereby incorporated by reference to our Proxy Statement, to be filed with the Securities and Exchange Commission no later than April 30, 2025, pursuant to Regulation 14A under the Securities Act.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain information required by this Item is hereby incorporated by reference to our Proxy Statement, to be filed with the Securities and Exchange Commission no later than April 30, 2025, pursuant to Regulation 14A under the Securities Act, and is incorporated herein by reference.
Equity Compensation Plan Information
We maintain long-term incentive plans which allow for granting stock-based compensation awards for directors, employees, officers, and consultants or advisers who render services to the Company or its subsidiaries, based on Company Common Stock, including stock options, restricted stock, restricted stock units (“RSUs”), performance stock units (“PSUs”), market-based performance stock units (“MSUs”), stock appreciation rights, and other stock-based awards or dividend equivalents. Forfeitures are recorded in the period in which they occur. See Note 12 for a description of our stock-based compensation plans. The following table sets forth information as of December 31, 2024, with respect to compensation plans under which equity securities that we have authorized for issuance.
| | | | | | | | | | | | | | | | | | | | |
| Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) | | Weighted average exercise price of outstanding options, warrants and rights (2) | | Number of securities remaining
available for future issuance under
equity compensation plans (excluding
securities reflected in column (a)) |
| | (a) | | (b) | | (c) |
| Equity compensation plans approved by security holders | | 4,162,071 | | | $ | — | | | 10,085,318 | |
|
|
|
|
|
|
| We have omitted schedules other than the ones listed above because they are not required or are not applicable, or the required information is shown in the financial statements or notes to the financial statements. |
| (a)(ii) Exhibits |
| | | | | | | | | | | | | | |
Exhibit Number | | Description of Exhibit | | Method of Filing |
| | | | |
| 2.1 | | | | Previously filed on Form 8-K filed on June 25, 2019. |
| | | | |
| 2.2 | | | | Previously filed on Form 8-K filed on August 16, 2019. |
| | | | |
| 3.1 | | | | Previously filed on Form 8-K filed on June 16, 2023. |
| | | | |
| 3.2 | | | | Previously filed on Form 8-K filed on August 1, 2022. |
| | | | |
| 4.1 | | | | Filed herewith. |
| | | | |
4.2 | | | | Previously filed on Form 8-K filed on July 7, 2020. |
| | | | |
4.3 | | First Supplemental Indenture, dated as of July 20, 2020, to Indenture (8.125% CEI Senior Notes due 2027), dated as of July 6, 2020, by and among Colt Merger Sub, Inc., Eldorado Resorts, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee. | | Previously filed on Form 8-K filed on July 21, 2020. |
| | | | |
4.4 | | | | Previously filed on Form 10-K filed on February 22, 2023. |
| | | | |
4.5 | | | | Previously filed on Form 10-K filed on February 20, 2024. |
| | | | |
4.6 | | | | Filed herewith. |
| | | | |
| 4.7 | | | | Previously filed on Form 8-K filed on September 27, 2021. |
| | | | |
| 4.8 | | | | Previously filed on Form 8-K filed on October 5, 2022. |
| | | | |
| 4.9 | | | | Previously filed on Form 10-K filed on February 20, 2024. |
| | | | |
4.10 | | | | Filed herewith. |
| | | | |
4.11 | | Indenture (7.00% Senior Secured Notes due 2030), dated as of February 6, 2023, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, and U.S. Bank National Association, as collateral agent. | | Previously filed on Form 8-K filed on February 6, 2023. |
| | | | |
4.12 | | First Supplemental Indenture (7.00% CEI Senior Secured Notes due 2030), dated as of March 24, 2023, to Indenture, dated as of February 6, 2023, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as Trustee, and U.S. Bank National Association, as Collateral Agent. | | Previously filed on Form 10-Q filed on May 3, 2023. |
| | | | |
4.13 | | Second Supplemental Indenture (7.00% CEI Senior Secured Notes due 2030), dated as of November 3, 2023, to Indenture, dated as of February 6, 2023, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as Trustee, and U.S. Bank National Association, as Collateral Agent. | | Previously filed on Form 10-K filed on February 20, 2024. |
| | | | |
4.14 | | Third Supplemental Indenture (7.00% CEI Senior Secured Notes due 2030), dated as of August 23, 2024, to Indenture, dated as of February 6, 2023, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as Trustee, and U.S. Bank National Association, as Collateral Agent. | | Filed herewith. |
| | | | |
4.15 | | Indenture (6.50% CEI Senior Secured Notes due 2032), dated as of February 6, 2024, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as Trustee, and U.S. Bank National Association, as Collateral Agent. | | Previously filed on Form 8-K filed on February 7, 2024. |
| | | | | | | | | | | | | | |
Exhibit Number | | Description of Exhibit | | Method of Filing |
| | | | |
4.16 | | First Supplemental Indenture (6.50% CEI Senior Secured Notes due 2032), dated as of March 1, 2024, to Indenture, dated as of February 6, 2024, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as Trustee, and U.S. Bank National Association, as Collateral Agent. | | Previously filed on Form 10-Q filed on April 30, 2024. |
| | | | |
4.17 | | Second Supplemental Indenture (6.50% CEI Senior Secured Notes due 2032), dated as of August 23, 2024, to Indenture, dated as of February 6, 2024, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as Trustee, and U.S. Bank National Association, as Collateral Agent. | | Filed herewith. |
| | | | |
4.18 | | | | Previously filed on Form 8-K filed on October 17, 2024. |
| | | | |
| 10.1 | | | | Previously filed on Form 8-K filed on July 21, 2020. |
| | | | |
| 10.2 | | | | Previously filed on Form 10-Q filed on November 9, 2020. |
| | | | |
| 10.3 | | | | Previously filed on Form 10-K on March 1, 2021. |
| | | | |
| 10.4 | | | | Previously filed on Form 10-Q on November 5, 2021. |
| | | | |
| 10.5 | | | | Previously filed on Form 10-K filed on February 24, 2022. |
| | | | |
| 10.6 | | | | Previously filed on Form 8-K filed on July 21, 2020. |
| | | | |
10.7** | | Fifth Amendment to Lease (Non-CPLV) (which includes a conformed copy of the Regional Lease through the Fifth Amendment), dated as of July 20, 2020, by and among the entities listed on Schedule A attached thereto, Harrah’s Atlantic City LLC, New Laughlin Owner LLC, Harrah’s New Orleans LLC, the entities listed on Schedule B attached thereto, Harrah’s Atlantic City Operating Company, LLC, Harrah’s Laughlin, LLC, Jazz Casino Company, L.L.C. and Propco TRS LLC. | | Previously filed on Form 8-K filed on July 21, 2020. |
| | | | |
| 10.8** | | | | Previously filed on Form 10-Q filed on November 9, 2020. |
| | | | |
| 10.9 | | | | Previously filed on Form 10-K on March 1, 2021. |
| | | | |
| 10.10 | | | | Previously filed on Form 10-Q on November 5, 2021. |
| | | | |
| 10.11 | | | | Previously filed on Form 10-K filed on February 24, 2022. |
| | | | |
| 10.12 | | | | Previously filed on Form 10-K filed on February 24, 2022. |
| | | | |
| 10.13 | | | | Previously filed on Form 10-Q filed on November 2, 2022. |
| | | | |
10.14 | | | | Previously filed on Form 10-Q filed on May 3, 2023. |
| | | | |
| | | | | | | | | | | | | | |
Exhibit Number | | Description of Exhibit | | Method of Filing |
10.15 | | | | Previously filed on Form 8-K filed on July 21, 2020. |
| | | | |
10.16** | | | | Previously filed on Form 8-K filed on July 21, 2020. |
| | | | |
10.17** | | | | Previously filed on Form 10-Q filed on November 9, 2020. |
| | | | |
10.18 | | | | Previously filed on Form10-K on March 1, 2021. |
| | | | |
| 10.19 | | | | Previously filed on Form 10-Q on November 5, 2021 |
| | | | |
| 10.20 | | | | Previously filed on Form 10-K filed on February 24, 2022. |
| | | | |
10.21 | | | | Previously filed on Form 8-K filed on July 21, 2020. |
| | | | |
10.22* | | | | Previously filed on Form 8-K filed on July 21, 2020. |
| | | | |
10.23 | | | | Previously filed on Form 8-K filed on July 21, 2020. |
| | | | |
10.24 | | Second Amendment to Golf Course Use Agreement, dated as of July 20, 2020, by and among Rio Secco LLC, Cascata LLC, Chariot Run LLC, Grand Bear LLC, Caesars Enterprise Services, LLC, CEOC, LLC and, solely for purposes of Section 2.1(c) thereof, Caesars License Company, LLC. | | Previously filed on Form 8-K filed on July 21, 2020. |
| | | | |
| 10.25* | | | | Previously filed on Form 8-K filed on July 21, 2020. |
| | | | |
| 10.26* | | | | Previously filed on Form 8-K filed on September 18, 2020. |
| | | | |
10.27 | | First Amendment to Third Amended and Restated Omnibus License and Enterprise Services Agreement, dated as of July 20, 2020, by and among Caesars Enterprise Services, LLC, CEOC, LLC, Caesars Resort Collection, LLC, Caesars License Company, LLC and Caesars World LLC (including as Exhibit A thereto a conformed copy of the Third Amended and Restated Omnibus License and Enterprise Services Agreement, dated as of December 26, 2018, as amended). | | Previously filed on Form 8-K filed by Caesars Holdings, Inc. on July 21, 2020. |
| | | | |
10.28 | | Credit Agreement, dated as of July 20, 2020, by and among Eldorado Resorts, Inc., the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent, and U.S. Bank National Association, as collateral agent. | | Previously filed on Form 8-K filed on July 21, 2020. |
| | | | |
10.29 | | | | Previously filed on Form 8-K filed on July 21, 2020. |
| | | | |
10.30 | | | | Previously filed on Form 8-K filed on November 10, 2021. |
| | | | |
10.31 | | | | Previously filed on Form 8-K filed on January 27, 2022. |
| | | | |
10.32 | | | | Previously filed on Form 8-K filed on October 5, 2022. |
| | | | |
10.33 | | | | Previously filed on Form 8-K filed on May 9, 2024. |
| | | | |
10.34 | | | | Previously filed on Form 8-K filed on November 25, 2024. |
| | | | |
| | | | | | | | | | | | | | |
Exhibit Number | | Description of Exhibit | | Method of Filing |
10.35* | | | | Previously filed on Form 8-K filed on February 6, 2023. |
| | | | |
10.36* | | | | Previously filed on Form 8-K filed on February 7, 2024. |
| | | | |
10.37 | | | | Previously filed on Form 8-K filed by Caesars Holdings, Inc. on October 13, 2017. |
| | | | |
10.38 | | | | Previously filed on Form 8-K filed by Caesars Holdings, Inc. on April 6, 2020. |
| | | | |
10.39 | | | | Previously filed on Form 8-K/A filed by Caesars Holdings, Inc. on April 14, 2020. |
| | | | |
10.40† | | | | Previously filed on Form S-8 filed by Caesars Holdings, Inc. on December 13, 2018. |
| | | | |
10.41† | | | | Previously filed on Form S-8 filed by Caesars Holdings, Inc. on December 13, 2018. |
| | | | |
10.42† | | | | Previously filed on Form 8-K filed on June 14, 2024. |
| | | | |
10.43† | | | | Previously filed on Form 10-Q filed on November 9, 2020. |
| | | | |
10.44† | | | | Filed herewith |
| | | | |
10.45† | | | | Filed herewith |
| | | | |
10.46† | | | | Filed herewith |
| | | | |
10.47† | | | | Filed herewith |
| | | | |
10.48† | | | | Previously filed on Form 10-Q filed on November 2, 2022. |
| | | | |
10.49† | | | | Previously filed on Form 10-Q filed on April 30, 2024. |
| | | | |
10.50† | | | | Filed herewith |
| | | | |
10.51† | | | | Previously filed on Form 10-Q filed on April 30, 2024. |
| | | | |
10.52† | | | | Previously filed on Form 10-Q filed on November 2, 2022. |
| | | | |
10.53† | | | | Previously filed on Form 10-Q filed on April 30, 2024. |
| | | | |
10.54† | | | | Previously filed on Form 8-K filed on March 1, 2022. |
| | | | |
10.55† | | | | Previously filed on Form 10-Q filed on November 2, 2022. |
| | | | |
| | | | | | | | | | | | | | |
Exhibit Number | | Description of Exhibit | | Method of Filing |
10.56† | | | | Previously filed on Form 10-Q filed on April 30, 2024. |
| | | | |
10.57† | | | | Previously filed on Form 10-Q filed on November 2, 2022. |
| | | | |
10.58† | | | | Previously filed on Form 10-Q filed on April 30, 2024. |
| | | | |
10.59 | | Amended and Restated Omnibus Amendment to Leases, dated as of October 27, 2020, by and among the entities listed on Schedule A attached thereto CPLV Property Owner LLC, Claudine Propco LLC, Harrah’s Joliet Landco LLC, CEOC, LLC, the entities listed on Schedule B attached thereto, Desert Palace LLC, Harrah’s Las Vegas, LLC, Des Plaines Development Limited Partnership and Propco TRS LLC. | | Previously filed on Form 10-Q filed on November 9, 2020. |
| | | | |
10.60 | | | | Previously filed on Form 10-K filed on February 20, 2024. |
| | | | |
14.1 | | | | Filed herewith. |
| | | | |
19.1 | | | | Filed herewith. |
| | | | |
21.1 | | | | Filed herewith. |
| | | | |
| 23.1 | | | | Filed herewith. |
| | | | |
| 31.1 | | | | Filed herewith. |
| | | | |
| 31.2 | | | | Filed herewith. |
| | | | |
| 32.1 | | | | Filed herewith. |
| | | | |
| 32.2 | | | | Filed herewith. |
| | | | |
97.1 | | | | Filed herewith. |
| | | | |
| 99.1 | | | | Filed herewith. |
| | | | |
| 101.1 | | Inline XBRL Instance Document | | Filed herewith. |
| | | | |
| 101.2 | | Inline XBRL Taxonomy Extension Schema Document | | Filed herewith. |
| | | | |
| 101.3 | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | Filed herewith. |
| | | | |
| 101.4 | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | Filed herewith. |
| | | | |
| 101.5 | | Inline XBRL Taxonomy Extension Label Linkbase Document | | Filed herewith. |
| | | | |
| 101.6 | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | Filed herewith. |
| | | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | Filed herewith. |
______________________
| | | | | | | | |
| † | | Denotes a management contract or compensatory plan or arrangement. |
| * | | Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. |
| ** | | Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because such information is (i) not material and (ii) could be competitively harmful if publicly disclosed. |
Item 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | |
| CAESARS ENTERTAINMENT, INC. |
| | |
| By: | /s/ Thomas R. Reeg |
| Dated: February 25, 2025 | | Thomas R. Reeg Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | | | |
| | | | |
| /s/ Thomas R. Reeg | | Chief Executive Officer (Principal Executive Officer) and Director | | February 25, 2025 |
| Thomas R. Reeg | | |
| | | | |
| /s/ Bret Yunker | | Chief Financial Officer (Principal Financial Officer) | | February 25, 2025 |
| Bret Yunker | | |
| | | | |
| /s/ Stephanie D. Lepori | | Chief Administrative and Accounting Officer (Principal Accounting Officer) | | February 25, 2025 |
| Stephanie D. Lepori | | |
| | | | |
| /s/ Gary L. Carano | | Executive Chairman of the Board | | February 25, 2025 |
| Gary L. Carano | | |
| | | | |
| /s/ Bonnie Biumi | | Director | | February 25, 2025 |
| Bonnie Biumi | | |
| | | | |
| /s/ Jan Jones Blackhurst | | Director | | February 25, 2025 |
| Jan Jones Blackhurst | | |
| | | | |
| /s/ Frank J. Fahrenkopf Jr. | | Director | | February 25, 2025 |
| Frank J. Fahrenkopf Jr. | | |
| | | | |
| /s/ Kim Harris Jones | | Director | | February 25, 2025 |
| Kim Harris Jones | | |
| | | | |
| /s/ Don Kornstein | | Director | | February 25, 2025 |
| Don Kornstein | | |
| | | | |
| /s/ Courtney Mather | | Director | | February 25, 2025 |
| Courtney Mather | | |
| | | | |
| /s/ Michael E. Pegram | | Director | | February 25, 2025 |
| Michael E. Pegram | | |
| | | | |
| /s/ David P. Tomick | | Director | | February 25, 2025 |
| David P. Tomick | | |
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