Caesars Entertainment, Inc. - Quarter Report: 2024 June (Form 10-Q)

Basic income (loss) per share$()$ $()$ 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 condensed financial statements.

Table of Contents

CAESARS ENTERTAINMENT, INC.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)


	Three Months Ended June 30,			Six Months Ended June 30,
(In millions)	2024		2023	2024		2023
Net income (loss)	$	()	$	$	()	$
Foreign currency translation adjustments			()
Other				()
Other comprehensive income (loss), net of tax				()
Comprehensive income (loss)	()			()
Comprehensive income attributable to noncontrolling interests	()		()	()		()
Comprehensive income (loss) attributable to Caesars	$	()	$	$	()	$

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

Table of Contents

CAESARS ENTERTAINMENT, INC.

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

Caesars Stockholders’ Equity

Preferred Stock

Common Stock

Treasury Stock

(In millions)

Amount

Paid-in Capital

Accumulated Deficit

Accumulated Other Comprehensive Income (Loss)

Amount

Noncontrolling Interests

Total Stockholders’ Equity

Balance, December 31, 2023

()

Stock-based compensation

—

Net income (loss)

—

()

—

()

Other comprehensive loss, net of tax

—

()

—

()

Shares withheld related to net share settlement of stock awards

—

()

—

()

Balance, March 31, 2024

()

Stock-based compensation

—

Net income (loss)

—

()

—

()

Shares withheld related to net share settlement of stock awards

—

()

—

()

Cancellation of shares issued

—

()

—

Transactions with noncontrolling interests

—

()

Balance, June 30, 2024

()

Balance, December 31, 2022

()

Stock-based compensation

—

Net loss

—

()

—

()

Other comprehensive income, net of tax

—

Shares withheld related to net share settlement of stock awards

—

()

—

()

Balance, March 31, 2023

()

Stock-based compensation

—

Net income

—

Shares withheld related to net share settlement of stock awards

—

()

—

()

Transactions with noncontrolling interests

—

Balance, June 30, 2023

()

Acquisition of gaming rights and trademarks ()

Proceeds from sale of property and equipment

Proceeds from the sale of investments Other Net cash used in investing activities()()CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from long-term debt and revolving credit facilities Repayments of long-term debt and revolving credit facilities()()Financing obligation payments()()Debt issuance and extinguishment costs()()Contributions from noncontrolling interest owners

Distributions to noncontrolling interest owners

()()Taxes paid related to net share settlement of equity awards()()Net cash used in financing activities()()Increase (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$ $ RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONSOLIDATED CONDENSED BALANCE SHEETS:Cash and cash equivalents$ $ Restricted cash

Restricted and escrow cash included in other long-term assets, net

Total cash, cash equivalents and restricted cash$ $

Table of Contents


	Six Months Ended June 30,
(In millions)	2024	2023
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash interest paid for debt	$	$
Cash interest paid for rent related to financing obligations
Income taxes paid, net
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Payables for capital expenditures
Acquisition of gaming rights and customer relationships

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

Table of Contents

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

The accompanying consolidated condensed financial statements include the accounts of Caesars Entertainment, Inc., a Delaware corporation, and its consolidated subsidiaries which may be referred to as the “Company,” “CEI,” “Caesars,” “we,” “our,” or “us” within these financial statements.

This Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”). Capitalized terms used but not defined in this Form 10-Q have the same meanings as in the 2023 Annual Report.

We also refer to (i) our Consolidated Condensed Financial Statements as our “Financial Statements,” (ii) our Consolidated Condensed Balance Sheets as our “Balance Sheets,” (iii) our Consolidated Condensed Statements of Operations and Consolidated Condensed Statements of Comprehensive Income (Loss) as our “Statements of Operations,” and (iv) our Consolidated Condensed Statements of Cash Flows as our “Statements of Cash Flows.”

Note 1.

domestic properties in states with approximately slot machines, video lottery terminals and e-tables, approximately table games and approximately hotel rooms as of June 30, 2024. In addition, the Company has other properties in North America that are authorized to use the brands and marks of Caesars Entertainment, Inc., as well as other non-gaming properties. The Company’s primary source of revenue is generated by its casino properties’ gaming operations, which includes retail and online sports betting and online gaming, and the Company utilizes its hotels, restaurants, bars, entertainment, racing, retail shops and other services to attract customers to its properties.

jurisdictions in North America, of which offer online sports betting, and operates iGaming in jurisdictions in North America as of June 30, 2024. On June 18, 2024, the Company completed the acquisition of the operations of WynnBET’s Michigan iGaming business and long-term extension of iGaming market access rights with the Sault Ste. Marie Tribe of Chippewa Indians. The Company expects to continue to grow its operations in the Caesars Digital segment as new jurisdictions legalize retail and online sports betting and iGaming.

Note 2.

Table of Contents

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

As of both June 30, 2024 and December 31, 2023, the Company held $ million in Level 1 securities.

As of June 30, 2024 and December 31, 2023, the Company did not hold any cash flow hedges or any derivative financial instruments for trading purposes.

Table of Contents

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Advertising costs for the three months ended June 30, 2024 and 2023 were $ million and $ million, respectively, and for the six months ended June 30, 2024 and 2023 totaled $ million and $ million, respectively, and are included within operating expenses.

$ $ $ Capitalized interest()()()()Interest income()()()()Total interest expense, net$ $ $ $

Note 3.

$ Buildings, riverboats, and leasehold and land improvements Furniture, fixtures, and equipment Construction in progress Total property and equipment Less: accumulated depreciation()()Total property and equipment, net$ $

A portion of our property and equipment is subject to various operating leases for which we are the lessor. Leased property includes our hotel rooms, convention space and retail space through various short-term and long-term operating leases.

$ $ $

Table of Contents

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Note 4.

reporting units with estimated fair values associated with trademarks, gaming rights and goodwill below their respective carrying values and recorded impairments.

During the three and six months ended June 30, 2024, the Company recognized impairment charges in our Regional segment related to trademarks, gaming rights and goodwill totaling $ million. During the three and six months ended months ended June 30, 2023, the Company did t realize an impairment.

$ $ Amortization expense()— — Acquisition of gaming rights and customer relationships Impairment ()()

Balances as of June 30, 2024

$ $ $ - years$ $()$ $ $()$ Gaming rights and other

- years

() () Trademarks

years

() () Reacquired rights

years

() () Technology

years

() () $ $() $ $() Non-amortizing intangible assets other than GoodwillTrademarks Gaming rights Caesars Rewards Total amortizing and non-amortizing intangible assets other than Goodwill, net$ $

Amortization expense with respect to intangible assets for the three months ended June 30, 2024 and 2023 totaled $ million and $ million, respectively, and for the six months ended June 30, 2024 and 2023 totaled $ million and $ million, respectively, which is included in Depreciation and amortization in the Statements of Operations.

Table of Contents

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

$ $ $ $ $

Note 5.

million on or around Caesars New Orleans. The capital investment involves the rebranding of the property to Caesars New Orleans which includes a renovation and full interior and exterior redesign, updated casino floor, new culinary experiences and a new -room hotel tower. As of June 30, 2024, the Company has met the capital investment requirements, and the project is expected to be completed in late 2024.

Sports Sponsorship/Partnership Obligations

The Company has agreements with certain professional sports leagues and teams, sporting event facilities and media companies for tickets, suites, advertising, marketing, promotional and sponsorship opportunities including communication with partner customer databases. Some of the agreements provide Caesars with exclusivity to access the aforementioned rights within the casino and/or sports betting category. As of June 30, 2024 and December 31, 2023, obligations related to these agreements were $ million and $ million, respectively, with contracts extending through 2040. These obligations include leasing of event suites that are generally considered short-term leases for which the Company does not record a right of use asset or lease liability. The Company recognizes expenses in the period services are received in accordance with the various agreements. In addition, assets or liabilities may be recorded related to the timing of payments as required by the respective agreement.

Self-Insurance

The Company is self-insured for workers compensation and other risk insurance, as well as health insurance and general liability. The Company’s total estimated self-insurance liability as of June 30, 2024 and December 31, 2023, was $ million and $ million, respectively, which is included in Accrued other liabilities in our Balance Sheets.

The assumptions utilized by our actuaries are subject to significant uncertainty and if outcomes differ from these assumptions or events develop or progress in a negative manner, the Company could experience a material adverse effect and additional liabilities may be recorded in the future.

Table of Contents

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Note 6.

$ $ CEI Term Loan A2028variable CVA Revolving Credit Facility2029variable CVA Delayed Draw Term Loan2029variable CEI Term Loan B2030variable CEI Term Loan B-12031variable CEI Senior Secured Notes due 20302030% CEI Senior Secured Notes due 20322032% CEI Senior Secured Notes due 2025N/AN/A CRC Senior Secured NotesN/AN/A Unsecured DebtCEI Senior Notes due 20272027% CEI Senior Notes due 20292029% Special Improvement District Bonds2037% Long-term notes and other payables Total debt Current portion of long-term debt()()()Deferred finance charges associated with the CEI Revolving Credit Facility ()()Long-term debt$ $ $ Unamortized discounts and deferred finance charges$ $ Fair value$ $ $ $ $ $ $ Estimated interest payments

Total debt service obligation (a)

$ $ $ $ $ $ $

____________________

(a)Debt principal payments are estimated amounts based on contractual maturity and scheduled repayment dates. Interest payments are estimated based on the forward-looking SOFR curve, where applicable. Actual payments may differ from these estimates.

Current Portion of Long-Term Debt

The current portion of long-term debt as of June 30, 2024 includes the principal payments on the term loans, other unsecured borrowings, and special improvement district bonds that are contractually due within 12 months. The Company may, from time to time, seek to repurchase or prepay its outstanding indebtedness. Any such purchases or repayments may be funded by existing cash balances or the incurrence of debt. The amount and timing of any repurchase will be based on business and market conditions, capital availability, compliance with debt covenants and other considerations.

Debt Discounts or Premiums and Deferred Finance Charges

Debt discounts or premiums and deferred finance charges incurred in connection with the issuance of debt are amortized to interest expense based on the related debt agreements primarily using the effective interest method. Unamortized discounts are written off and included in our gain or loss calculations to the extent we extinguish debt prior to the original maturity or scheduled payment dates.

Table of Contents

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

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 $ million and contains reserves of $ million which are available only for certain permitted uses.

On October 5, 2022, Caesars entered into an amendment to the CEI Credit Agreement pursuant to which the Company incurred a senior secured term loan in an aggregate principal amount of $ 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 % of the original aggregate principal amount of the CEI Term Loan A, with the balance payable at maturity.

Borrowings under the CEI Revolving Credit Facility and the CEI Term Loan A bear interest, paid at least quarterly, at a rate equal to, at the Company’s option, either (a) a forward-looking term rate based on Secured Overnight Financing Rate (“Term SOFR”) for the applicable interest period plus an adjustment of % per annum (“Adjusted Term SOFR”), subject to a floor of % 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 % per annum and (iii) the one-month Adjusted Term SOFR plus % per annum, in each case, plus an applicable margin. Such applicable margin is % per annum in the case of any Adjusted Term SOFR loan and % per annum in the case of any Base Rate loan, subject to % step-downs based on the Company’s net total leverage ratio. In addition, on a quarterly basis, the Company is required to pay each lender under the CEI Revolving Credit Facility a commitment fee in respect of any unused commitments under the CEI Revolving Credit Facility in the amount of % per annum of the principal amount of the unused commitments of such lender, subject to % step-downs based on the Company’s net total leverage ratio.

On February 6, 2023, Caesars entered into an Incremental Assumption Agreement No. 2 pursuant to which the Company incurred a new senior secured term loan facility in an aggregate principal amount of $ billion (the “CEI Term Loan B”) as a new term loan under the CEI Credit Agreement. The CEI Term Loan B requires scheduled quarterly principal payments in amounts equal to % of the original aggregate principal amount of the CEI Term Loan B, with the balance payable at maturity. Borrowings under the CEI Term Loan B, as amended, bear interest, paid at least quarterly, at a rate equal to, at the Company’s option, either (a) Term SOFR, subject to a floor of % or (b) the Base Rate, in each case, plus an applicable margin. Such applicable margin is % per annum in the case of any Term SOFR loan and % per annum in the case of any Base Rate loan. The CEI Term Loan B was issued at a price of % of the principal amount and will mature on February 6, 2030. On June 28, 2024, the Company made a voluntary repayment of $ million in aggregate principal amount of the CEI Term Loan B with cash on hand.

On February 6, 2024, the Company entered into an Incremental Assumption Agreement No. 3 pursuant to which the Company incurred a new senior secured incremental term loan in an aggregate principal amount of $ 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 % of the original aggregate principal amount of the CEI Term Loan B-1, with the balance payable at maturity. Borrowings under the CEI Term Loan B-1 bear interest, paid at least quarterly, at a rate equal to, at the Company’s option, either (a) Term SOFR, subject to a floor of % or (b) the Base Rate, in each case, plus an applicable margin. Such applicable margin is % per annum in the case of any Term SOFR loan and % per annum in the case of any Base Rate loan. The CEI Term Loan B-1 was issued at a price of % of the principal amount and will mature on February 6, 2031.

The net proceeds from the CEI Term Loan B-1 and the net proceeds from the issuance of the CEI Senior Secured Notes due 2032 (as described below), 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 % Senior Secured Notes due 2025 (the “CRC Senior Secured Notes”) and the %

Table of Contents

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

million of loss on early extinguishment of debt.

During the three and six months ended June 30, 2024, the Company utilized and fully repaid the CEI Revolving Credit Facility. Such activity is presented in the financing section in the Statements of Cash Flows. As of June 30, 2024, the Company had $ billion of available borrowing capacity under the CEI Revolving Credit Facility, after consideration of $ million in outstanding letters of credit, $ 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 (the “CVA Credit Agreement”), which provides for a senior secured first lien multi-draw term loan facility in an aggregate principal amount of $ million (the “CVA Delayed Draw Term Loan”) and a senior secured first lien revolving credit facility in an aggregate principal amount of $ million (the “CVA Revolving Credit Facility”), both maturing on April 26, 2029.

The CVA Delayed Draw Term Loan requires quarterly principal payments commencing on the last day of the first full fiscal quarter following the opening date of the permanent facility of Caesars Virginia. 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 $ million letter of credit sub-facility. As of June 30, 2024, there was $ million utilized under the CVA Delayed Draw Term Loan and $ million of available borrowing capacity under the CVA Revolving Credit Facility.

CEI Senior Secured Notes due 2030

On February 6, 2023, the Company issued $ billion in aggregate principal amount of % senior secured notes (the “CEI Senior Secured Notes due 2030”) pursuant to an indenture by and among the Company, the subsidiary guarantors party thereto from time to time, U.S. Bank Trust Company, National Association, as trustee, and U.S. Bank National Association, as collateral agent. The CEI Senior Secured Notes due 2030 rank equally with all existing and future first-priority lien obligations of the Company and the subsidiary guarantors. The CEI Senior Secured Notes due 2030 will mature on February 15, 2030, with interest payable semi-annually on February 15 and August 15 of each year.

CEI Senior Secured Notes due 2032

On February 6, 2024, the Company issued $ billion in aggregate principal amount of % 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, commencing August 15, 2024.

CEI Senior Secured Notes due 2025

On July 6, 2020, Colt Merger Sub, Inc. (the “Escrow Issuer”) issued $ billion in aggregate principal amount of the CEI Senior Secured Notes due 2025 pursuant to an indenture dated July 6, 2020, by and among the Escrow Issuer, U.S. Bank National Association, as trustee, and U.S. Bank National Association, as collateral agent. The CEI Senior Secured Notes due 2025 ranked equally with all existing and future first-priority lien obligations of the Company and the subsidiary guarantors. The CEI Senior Secured Notes due 2025 were scheduled to mature on July 1, 2025, with interest payable semi-annually on January 1 and July 1 of each year. On April 5, 2023, the Company purchased $ million in principal amount of the CEI Senior Secured Notes due 2025. On February 6, 2024, the Company fully tendered, redeemed, repurchased, defeased, and/or satisfied and discharged any and all of the principal amounts, including accrued and unpaid interest, related expenses and fees.

CRC Senior Secured Notes due 2025

On July 6, 2020, the Escrow Issuer issued $ billion in aggregate principal amount of the CRC Senior Secured Notes due 2025 pursuant to an indenture, dated July 6, 2020, by and among the Escrow Issuer, U.S. Bank National Association, as trustee and 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 6, 2024, the Company fully tendered, redeemed, repurchased, defeased, and/or satisfied and discharged any and all of the principal amounts, including accrued and unpaid interest, related expenses and fees.

Table of Contents

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

billion in aggregate principal amount of % 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.

CEI Senior Notes due 2029

On September 24, 2021, the Company issued $ billion in aggregate principal amount of % 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.

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, and the CEI Senior Notes due 2029 contain covenants which are standard and customary for these types of agreements. These include negative covenants, which, subject to certain exceptions and baskets, limit the Company’s and its subsidiaries’ ability to (among other items) incur additional indebtedness, make investments, make restricted payments, including dividends, grant liens, sell assets and make acquisitions.

The CEI Revolving Credit Facility and the CEI Term Loan A include a maximum net total leverage ratio financial covenant of :1 until December 31, 2024 and :1 from and after December 31, 2024. In addition, the CEI Revolving Credit Facility and the CEI Term Loan A include a minimum fixed charge coverage ratio financial covenant of :1 until December 31, 2024 and :1 from and after December 31, 2024. 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 June 30, 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 after the first full quarter following the opening of the permanent facility of Caesars Virginia.

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 and the CEI Senior Notes due 2029 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.

Note 7.

Table of Contents

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

$ $ $ $()$ Food and beverage Hotel Other Net revenues$ $ $ $ $()$

Three Months Ended June 30, 2023

(In millions)

Las Vegas

Regional

Caesars Digital

Managed and Branded

Corporate and Other

Total

Casino

()

Food and beverage

Hotel

Other

Net revenues

Six Months Ended June 30, 2024

(In millions)

Las Vegas

Regional

Caesars Digital

Managed and Branded

Corporate and Other

Total

Casino

()

Food and beverage

Hotel

Other

Net revenues

()

Six Months Ended June 30, 2023

(In millions)

Las Vegas

Regional

Caesars Digital

Managed and Branded

Corporate and Other

Total

Casino

()

Food and beverage

Hotel

Other

Net revenues

$ Food and beverage and hotel Other Accounts receivable, net$ $

Contract and Contract-Related Liabilities

The Company records contract or contract-related liabilities related to differences between the timing of cash receipts from the customer and the recognition of revenue. The Company generally has three types of liabilities related to contracts with customers: (1) outstanding chip liability, which represents the amounts owed in exchange for gaming chips held by customers, (2) Caesars Rewards player loyalty program obligations, which represent the deferred allocation of revenue relating to reward credits granted to Caesars Rewards members based on certain types of customer spend, including online and retail gaming, hotel, dining, retail shopping, and player loyalty program incentives earned, and (3) customer deposits and other deferred revenue, which primarily represents funds deposited by customers related to gaming play and advance payments received for goods and services yet to be provided (such as advance ticket sales, deposits on rooms and convention space, unpaid wagers, iGaming deposits, or future sports bets). These liabilities are generally expected to be recognized as revenue within one year of being purchased, earned, or deposited and are recorded within Accrued other liabilities on the Company’s Balance Sheets.

Table of Contents

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

$ $ $ $ $ Balance at June 30 Increase / (decrease)$()$ $ $ $()$

Lease Revenue

Lodging Arrangements

Lodging arrangements are considered short-term and generally consist of lease and nonlease components. The lease component is the predominant component of the arrangement and consists of the fees charged for lodging. The nonlease components primarily consist of resort fees and other miscellaneous items. As the timing and pattern of transfer of both the lease and nonlease components are over the course of the lease term, we have elected to combine the revenue generated from lease and nonlease components into a single lease component based on the predominant component in the arrangement. During the three months ended June 30, 2024 and 2023, we recognized lease revenue of approximately $ million and $ million, respectively, and during the six months ended June 30, 2024 and 2023, we recognized approximately $ billion for both periods, which is included in Hotel revenues in the Statements of Operations.

Conventions

Convention arrangements are considered short-term and generally consist of lease and nonlease components. The lease component is the predominant component of the arrangement and consists of fees charged for the use of meeting space. The nonlease components primarily consist of food and beverage and audio/visual services. Revenue from conventions is included in Food and beverage revenue in the Statements of Operations and during the three months ended June 30, 2024 and 2023, lease revenue related to conventions was approximately $ million for both periods, and during the six months ended June 30, 2024 and 2023, lease revenue related to conventions was approximately $ million and $ million, respectively.

Real Estate Operating Leases

Real estate lease revenue is included in Other revenue in the Statements of Operations. During the three months ended June 30, 2024 and 2023, we recognized approximately $ million and $ million, respectively, and during the six months ended June 30, 2024 and 2023, we recognized approximately $ million and $ million, respectively, of real estate lease revenue.

Real estate lease revenue includes $ million and $ million of variable rental income for the three months ended June 30, 2024 and 2023, respectively, and $ million and $ million for the six months ended June 30, 2024 and 2023, respectively.

Table of Contents

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Note 8.

)$ $()$ Shares outstanding:Weighted average shares outstanding – basic Effect of dilutive securities:Stock-based compensation awards Weighted average shares outstanding – diluted Net income (loss) per common share attributable to common stockholders – basic:$()$ $()$ Net income (loss) per common share attributable to common stockholders – diluted:$()$ $()$

For a period in which the Company generated a net loss from continuing operations, the Weighted average shares outstanding - basic was used in calculating Diluted loss per share because using diluted shares would have been anti-dilutive to loss per share.

Total anti-dilutive common stock

Note 9.

million shares, plus the number of shares available for issuance under the 2015 Plan on the date the Company’s stockholders approved the amendment.

Total stock-based compensation expense in the accompanying Statements of Operations totaled $ million and $ million during the three months ended June 30, 2024 and 2023, respectively, and $ million and $ million during the six months ended June 30, 2024 and 2023, respectively. These amounts are included in Corporate expense in the Company’s Statements of Operations.

2015 Equity Incentive Plan (“2015 Plan”)

During the six months ended June 30, 2024, as part of the annual incentive program, the Company granted million RSUs to eligible participants with an aggregate fair value of $ million and a ratable vesting period of one to . Each RSU represents the right to receive payment in respect of share of the Company’s Common Stock.

Table of Contents

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

thousand PSUs that are scheduled to cliff vest over a period of one to . 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 and service conditions. The fair value of the PSUs is based on the market price of our common stock when a mutual understanding of the key terms and conditions of the awards between the Company and recipient is achieved. The awards are remeasured each period until such an understanding is reached. The aggregate value of PSUs granted during the year was $ million as of June 30, 2024.

In addition, during the six months ended June 30, 2024, the Company granted thousand MSUs that are scheduled to cliff vest over a period of one to . On the vesting date, recipients will receive between % and % of the target number of MSUs granted, in the form of Company Common Stock, based on the achievement of specified market and service conditions. 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. The aggregate value of MSUs granted during the six months ended June 30, 2024 was $ million.

During the six months ended June 30, 2024, there were grants of stock options. In addition, during the six months ended June 30, 2024, thousand, thousand and thousand of RSUs, PSUs and MSUs, respectively, vested under the 2015 Plan.

Outstanding at End of Period

$ $ Performance stock units Market-based stock units

____________________

(a)Represents the weighted-average grant date fair value for RSUs, weighted-average grant date fair value for PSUs where the grant date has been achieved, the price of CEI common stock as of the balance sheet date for PSUs where a grant date has not been achieved, and the grant date fair value of the MSUs determined using the Monte-Carlo simulation model.

Accumulated Other Comprehensive Income (Loss)

$()$()$ Other comprehensive income before reclassifications Total other comprehensive income, net of tax

Balances as of March 31, 2023

$ $ $ $ Other comprehensive income (loss) before reclassifications () Total other comprehensive income (loss), net of tax ()

Balances as of June 30, 2023

$ $ $ $

Balances as of December 31, 2023

$ $ $ $ Other comprehensive loss before reclassifications ()()Total other comprehensive loss, net of tax ()()

Balances as of March 31, 2024

$ $ $ $

Other comprehensive income (loss) before reclassifications

Total other comprehensive income (loss), net of tax

Balances as of June 30, 2024

$ $ $ $

Table of Contents

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

million common stock repurchase program (the “Share Repurchase Program”) pursuant to which the Company may, from time to time, repurchase shares of common stock on the open market (either with or without a 10b5-1 plan) or through privately negotiated transactions. The Share Repurchase Program has no time limit and may be suspended or discontinued at any time without notice. There is no minimum number of shares of common stock that the Company is required to repurchase under the Share Repurchase Program.

As of June 30, 2024, the Company has acquired shares of common stock under the Share Repurchase Program at an aggregate value of $ million and an average of $ per share. shares were repurchased during the six months ended June 30, 2024 and 2023.

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 six months ended June 30, 2024, the shares were released from escrow and returned to the Company following an update to the estimated disputed claims liability.

Note 10.

)$ $()$()Benefit (provision) for income taxes() () Effective tax rate()%*()%*

____________________

* Not meaningful.

The Company classifies accruals for uncertain tax positions within Other long-term liabilities on the Balance Sheets, separate from any related income tax payable or deferred income taxes. 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.

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.

The income tax provision for the three and six months ended June 30, 2024 differed from the expected income tax benefit based on the federal tax rate of 21% primarily due to an increase in federal and state valuation allowances against the deferred tax assets for excess business interest expense.

The income tax benefit for the three and six months ended June 30, 2023 differed from the expected income tax benefit based on the federal tax rate of 21% primarily due to the partial release of federal and state valuation allowances.

Table of Contents

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Note 11.

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 June 30, 2024 and December 31, 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 the Eastern Band of Cherokee Indians (“EBCI”) and an additional minority partner, to construct, own and operate a gaming facility in Danville, Virginia (“Caesars Virginia”). Caesars Virginia opened in a temporary facility on May 15, 2023 which will be replaced by a permanent facility that is currently under construction and is estimated to open in December 2024. As the managing member, the Company will operate the business and manage the development, construction, financing, marketing, leasing, maintenance and day-to-day operation of the various phases of the project. While the Company holds a % variable interest in the joint venture, it is the primary beneficiary; as such, the joint venture’s operations are included in the Financial Statements, with a minority interest recorded reflecting the operations attributed to the other partners. The Company participates ratably, based on ownership percentage, with the partners in the profits and losses of the joint venture. During the three months ended June 30, 2024, the Company made distributions totaling $ million to EBCI and the other minority partner.

Pompano Joint Venture

In April 2018, the Company entered into a joint venture with Cordish Companies (“Cordish”) to plan and develop a mixed-use entertainment and hospitality destination expected to be located on unused land adjacent to the casino and racetrack at the Company’s Pompano property. As the managing member, Cordish will operate the business and manage the development, construction, financing, marketing, leasing, maintenance and day-to-day operation of the various phases of the project. Additionally, Cordish will be responsible for the development of the master plan for the project with the Company’s input and will submit it for the Company’s review and approval. While the Company holds a % 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 Sheet. 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.

Since inception of the joint venture, the Company has contributed a total of $ million in cash and approximately acres of land with a total fair value of $ million. The Company has no further obligation to contribute additional real estate or cash. During the year ended December 31, 2023, the Company recorded $ million of income related to the investment, primarily due to the joint venture’s gain on the sale of a land parcel. As of both June 30, 2024 and December 31, 2023, the Company’s investment in the joint venture was $ million and is recorded in Investments in and advances to unconsolidated affiliates on the Balance Sheets.

Table of Contents

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Note 12.

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 and Note 4 for a discussion of any impairment of intangible assets or long-lived assets related to certain segments, when applicable.

Certain of our properties operate off-track betting locations, including Harrah’s Hoosier Park Racing & Casino, which operates Winner’s Circle Indianapolis and Winner’s Circle New Haven, and Horseshoe Indianapolis, which operates Winner’s Circle Clarksville. The LINQ Promenade is an open-air dining, entertainment, and retail promenade located on the east side of the Las Vegas Strip next to The LINQ Hotel & Casino (the “LINQ”) that features the High Roller, a -foot observation wheel, and the Fly LINQ Zipline attraction. We also own the CAESARS FORUM convention center, which 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.

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.

Table of Contents

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

reportable segments, in addition to Corporate and Other:


	Three Months Ended June 30,		Six Months Ended June 30,
(In millions)	2024	2023	2024	2023
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	()	()	()	()

Reconciliation of Net Income (Loss) Attributable to Caesars to Adjusted EBITDA by Segment

Adjusted EBITDA is presented as a measure of the Company’s performance. Adjusted EBITDA is defined as revenues less certain operating expenses and is comprised of net income (loss) before (i) interest income and interest expense, net of interest capitalized, (ii) income tax (benefit) provision, (iii) depreciation and amortization, and (iv) certain items that we do not consider indicative of our ongoing operating performance at an operating property level.

In evaluating Adjusted EBITDA you should be aware that, in the future, we may incur expenses that are the same or similar to some of the adjustments in this presentation. The presentation of Adjusted EBITDA should not be construed as an inference that future results will be unaffected by unusual or unexpected items.

Adjusted EBITDA is a financial measure commonly used in our industry and should not be construed as an alternative to net income (loss) as an indicator of operating performance or as an alternative to cash flow provided by operating activities as a measure of liquidity (as determined in accordance with GAAP). Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies within the industry. Adjusted EBITDA is included because management uses Adjusted EBITDA to measure performance and allocate resources, and believes that Adjusted EBITDA provides investors with additional information consistent with that used by management.

Table of Contents

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

)$ $()$ Net income attributable to noncontrolling interests

(Benefit) provision for income taxes (a)

() ()

Other (income) loss (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 during the three and six months ended June 30, 2023 includes the release of $ million of valuation allowance against deferred tax assets.

(b)Other (income) loss for the six months ended June 30, 2024 primarily represents a change in estimate of our disputed claims liability.

(c)Impairment charges for the three and six months ended June 30, 2024 primarily includes impairment within our Regional segment as a result of a decrease in projected future cash flows at certain properties primarily due to localized competition.

$ 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.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial condition and operating results of Caesars Entertainment, Inc., a Delaware corporation, and its consolidated subsidiaries, which may be referred to as the “Company,” “CEI,” “Caesars,” “we,” “our,” or “us,” for the three and six months ended June 30, 2024 and 2023 should be read in conjunction with the unaudited consolidated condensed financial statements and the notes thereto and other financial information included elsewhere in this Form 10-Q as well as our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”). Capitalized terms used but not defined in this Form 10-Q have the same meanings as in the 2023 Annual Report.

We refer to (i) our Consolidated Condensed Financial Statements as our “Financial Statements,” (ii) our Consolidated Condensed Balance Sheets as our “Balance Sheets,” (iii) our Consolidated Condensed Statements of Operations and Consolidated Condensed Statements of Comprehensive Income (Loss) as our “Statements of Operations,” and (iv) our Consolidated Condensed Statements of Cash Flows as our “Statements of Cash Flows.” References to numbered “Notes” refer to “Notes to Consolidated Condensed Financial Statements” included in Item 1, “Unaudited Financial Statements,” unless otherwise noted.

The statements in this discussion regarding our expectations of our future performance, liquidity and capital resources, and other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties. Our actual results may differ materially from those contained in or implied by any forward-looking statements. See “Cautionary Statements Regarding Forward-Looking Information” in this report.

Objective

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to be a narrative explanation of the financial statements and other statistical data that should be read in conjunction with the accompanying financial statements to enhance an investor’s understanding of our financial condition, changes in financial condition and results of operations. Our objectives are: (i) to provide a narrative explanation of our financial statements that will enable investors to see the Company through the eyes of management; (ii) to enhance the overall financial disclosure and provide the context within which financial information should be analyzed; and (iii) to provide information about the quality of, and potential variability of, our earnings and cash flows so that investors can ascertain the likelihood of whether past performance is indicative of future performance.

Overview

We are a geographically diversified gaming and hospitality company that was founded in 1973 by the Carano family with the opening of the Eldorado Hotel Casino in Reno, Nevada. Beginning in 2005, we grew through a series of acquisitions, including the acquisition of MTR Gaming Group, Inc. in 2014, Isle of Capri Casinos, Inc. in 2017, Tropicana Entertainment, Inc. in 2018, Caesars Entertainment Corporation in 2020 and William Hill PLC in 2021. Our ticker symbol on the NASDAQ Stock Market is “CZR.”

We own, lease, brand or manage an aggregate of 53 domestic properties in 18 states with approximately 51,000 slot machines, video lottery terminals and e-tables, approximately 2,800 table games and approximately 44,900 hotel rooms as of June 30, 2024. In addition, we have other properties in North America that are authorized to use the brands and marks of Caesars Entertainment, Inc. Our primary source of revenue is generated by our casino properties’ gaming operations, our retail and online sports betting and online gaming, and we utilize our hotels, restaurants, bars, entertainment, racing, retail shops and other services to attract customers to our properties.

As of June 30, 2024, we owned 22 of our casinos and leased 24 casinos in the U.S. We lease 18 casinos from VICI Properties L.P., a Delaware limited partnership (“VICI”), pursuant to a regional lease, a Las Vegas lease and a Joliet lease (the “VICI Leases”). In addition, we lease six casinos from GLP Capital, L.P., the operating partnership of Gaming and Leisure Properties, Inc. (“GLPI”) pursuant to a Master Lease (as amended, the “GLPI Master Lease”) and a Lumière lease associated with our Horseshoe St. Louis property (together with the GLPI Master Lease, the “GLPI Leases”).

Table of Contents

We operate and conduct retail and online sports wagering across 32 jurisdictions in North America, 26 of which offer online sports betting. Additionally, we operate iGaming in five jurisdictions in North America. The map below illustrates Caesars Digital’s presence as of June 30, 2024:

In 2022, we partnered with NYRABets LLC, the official online wagering platform of the New York Racing Association, Inc., and have launched the Caesars Racebook app within 21 states as of June 30, 2024. The Caesars Racebook app provides access for pari-mutuel wagering at over 300 racetracks around the world as well as livestreaming of races. Wagers placed can earn credits towards our Caesars Rewards loyalty program or points which can be redeemed for free wagering credits.

We are also in the process of expanding our Caesars Digital footprint into other states in the near term with our Caesars Sportsbook, Caesars Racebook and iGaming mobile apps as jurisdictions legalize or provide necessary approvals. No customers under 21 years old are allowed to wager on any of our Caesars Sportsbook, Caesars Racebook and iGaming mobile apps.

Investments and Partnerships

Pompano Joint Venture

In April 2018, we entered into a joint venture with Cordish Companies (“Cordish”) to plan and develop a mixed-use entertainment and hospitality destination expected to be located on unused land adjacent to the casino and racetrack at our 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 our input and will submit it for our review and approval. While we hold a 50% variable interest in the joint venture, we are not the primary beneficiary; as such, the investment

Table of Contents

in the joint venture is accounted for using the equity method. We participate 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.

We have contributed a total of $7 million in cash and approximately 209 acres of land with a total fair value of $69 million. We have no further obligation to contribute additional real estate or cash. During the year ended December 31, 2023, we recorded $64 million of income related to the investment, primarily due to the joint venture’s gain on the sale of a land parcel. As of both June 30, 2024 and December 31, 2023, our investment in the joint venture was $147 million and is recorded in Investments in and advances to unconsolidated affiliates on the Balance Sheets.

Reportable Segments

Segment results in this MD&A are presented consistent with the way our management reviews operating results, assesses performance and makes decisions on a “significant market” basis. Management views each of the Company’s casinos as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, and their management and reporting structure. Our principal operating activities occur in four reportable segments: (1) Las Vegas, (2) Regional, (3) Caesars Digital, and (4) Managed and Branded, in addition to Corporate and Other.

Presentation of Financial Information

The presentation of financial information herein for the periods after our completed divestiture of Rio All-Suite Hotel & Casino (“Rio”) at the end of the third quarter of 2023 is not fully comparable to the periods prior to such divestiture.

This MD&A is intended to provide information to assist in better understanding and evaluating our financial condition and results of operations. Our historical operating results may not be indicative of our future results of operations because of the factor described in the preceding paragraph and the changing competitive landscape in each of our markets, including changes in market and societal trends, as well as by factors discussed elsewhere herein. We recommend that you read this MD&A in conjunction with our unaudited Financial Statements and the notes to those statements included in this Quarterly Report on Form 10-Q.

Key Performance Metrics

Our primary source of revenue is generated by our gaming operations, our retail and online sports betting, as well as our online gaming. Additionally, we utilize our hotels, restaurants, bars, entertainment venues, retail shops, racing and other services to attract customers to our properties. Our operating results are highly dependent on the volume and quality of customers staying at, or visiting, our properties and using our sports betting and iGaming applications.

Key performance metrics include volume indicators such as drop or handle, which refer to amounts wagered by our customers. The amount of volume we retain, which is not fully controllable by us, is recognized as casino revenues and is referred to as our win or hold. Slot win percentage is typically in the range of approximately 9% to 11% of slot handle for both the Las Vegas and Regional segments. Table games hold percentage is typically in the range of approximately 16% to 23% of table games drop in both the Las Vegas and Regional segments. Sports betting hold is typically in the range of 5% to 10% and iGaming hold typically ranges from 3% to 5%. In addition, hotel occupancy, which is the average percentage of available hotel rooms occupied during a period, is a key indicator for our hotel business in the Las Vegas segment. See “Results of Operations” section below. Complimentary and discounted rooms are treated as occupied rooms in our calculation of hotel occupancy. The key metrics we utilize to measure our profitability and performance are Adjusted EBITDA and Adjusted EBITDA margin.

Table of Contents

Significant Factors Impacting Financial Results

The following summary highlights the significant factors impacting our financial results for the three and six months ended June 30, 2024 and 2023:

•New Developments – During the construction of the permanent facilities for Caesars Virginia and Harrah’s Columbus Nebraska, we opened temporary gaming facilities during the second quarter of 2023. Caesars Virginia’s temporary facility opened on May 15, 2023, and the permanent facility is scheduled to open in December 2024. Harrah’s Columbus Nebraska’s temporary facility was open from June 12, 2023, through March 20, 2024, closing in anticipation of the permanent facility which opened on May 17, 2024, following weeks of construction disruption due to weather.

•Caesars Sportsbook, Caesars Racebook and iGaming mobile apps – We continue to launch Caesars Sportsbook and Caesars Racebook in new jurisdictions, and our online and mobile iGaming application, Caesars Palace Online Casino, launched in the summer of 2023. As new states and jurisdictions have legalized sports betting, we have made varying degrees of upfront investments which have been executed through marketing campaigns and promotional incentives to acquire new customers and establish our presence in the new state or jurisdiction. We adjust our level of investment during the launch period in new jurisdictions based, in part, on prior experience and do not expect such investment to continue at elevated levels subsequent to the initial launch periods. Furthermore, on June 18, 2024, we completed the acquisition of the operations of WynnBET’s Michigan iGaming business and long-term extension of iGaming market access rights with the Sault Ste. Marie Tribe of Chippewa Indians.

•Debt Transactions – During the six months ended June 30, 2024 and 2023, we refinanced $4.4 billion of debt in both periods. In April 2024, Caesars Virginia, LLC entered into a new $425 million Caesars Virginia Delayed Draw Term Loan and Revolving Credit Facility and utilized $120 million as of June 30, 2024. In addition, we amended the CEI Credit Agreement and reduced the interest rate margin on the CEI Term Loan B in May 2024. We made a voluntary principal repayment of $100 million on our CEI Term Loan B in June 2024. See Liquidity and Capital Resources below for more detail related to 2024 transactions. As a result of these transactions, we recorded loss on early extinguishment of debt on the Statements of Operations of $3 million for the three months ended June 30, 2024 and $51 million and $197 million for the six months ended June 30, 2024 and 2023, respectively.

•Economic Factors Impacting Discretionary Spending – Gaming and other leisure activities we offer represent discretionary expenditures which may be sensitive to economic downturns which impacts the behavior among the components of our customer mix differently. We also monitor recent trends, including higher inflation, interest rates, and global hostilities, and the related effects on travel, our customers, and our operations.

•Impairment Charges – Primarily due to localized competition within certain markets in the Regional segment, resulting in decreased projected future cash flows at certain properties, the Company recognized impairments of certain intangible assets. The Company identified trademarks, gaming rights and goodwill at three reporting units with estimated fair values below their respective carrying values. During the three and six months ended June 30, 2024, the Company recognized impairment charges totaling $118 million. During the three and six months ended June 30, 2023, the Company did not realize an impairment.

Table of Contents

Results of Operations

The following table highlights the results of our operations:


	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2024			2023			2024			2023
Net revenues:
Las Vegas	$	1,101		$	1,128		$	2,129		$	2,259
Regional	1,385			1,461			2,750			2,850
Caesars Digital	276			216			558			454
Managed and Branded	70			72			138			141
Corporate and Other (a)	(2)			2			(3)			5
Total	$	2,830		$	2,879		$	5,572		$	5,709

Net income (loss)	$	(102)		$	928		$	(244)		$	792

Adjusted EBITDA (b):
Las Vegas	$	514		$	512		$	954		$	1,045
Regional	469			508			902			956
Caesars Digital	40			11			45			7
Managed and Branded	17			19			35			38
Corporate and Other (a)	(40)			(43)			(83)			(81)
Total	$	1,000		$	1,007		$	1,853		$	1,965

Net income (loss) margin	(3.6)		%	32.2		%	(4.4)		%	13.9		%
Adjusted EBITDA margin	35.3		%	35.0		%	33.3		%	34.4		%

____________________

(a)Corporate and Other includes revenues related to certain licensing arrangements and various revenue sharing agreements and includes eliminations of transactions among segments to reconcile to the Company’s consolidated results. Corporate and Other Adjusted EBITDA includes corporate overhead costs, which consist of certain expenses, such as: payroll, professional fees and other general and administrative expenses.

(b)See the “Supplemental Unaudited Presentation of Consolidated Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) for the three and six months ended June 30, 2024 and 2023” discussion later in this MD&A for a definition of Adjusted EBITDA and a reconciliation of net income (loss) to Adjusted EBITDA.

Consolidated comparison of the three and six months ended June 30, 2024 and 2023

Net Revenues

Net revenues were as follows:


	Three Months Ended June 30,						Percent Change		Six Months Ended June 30,						Percent Change
(Dollars in millions)	2024		2023		Variance				2024		2023		Variance

Casino	$	1,557	$	1,584	$	(27)	(1.7)	%	$	3,092	$	3,169	$	(77)	(2.4)	%
Food and beverage	435		435		—		—	%	857		862		(5)		(0.6)	%
Hotel	514		525		(11)		(2.1)	%	1,007		1,028		(21)		(2.0)	%
Other	324		335		(11)		(3.3)	%	616		650		(34)		(5.2)	%
Net revenues	$	2,830	$	2,879	$	(49)	(1.7)	%	$	5,572	$	5,709	$	(137)	(2.4)	%

For the three months ended June 30, 2024, as compared to the same prior year period, consolidated net revenues decreased primarily due to continued headwinds in our Regional segment as a result of increased competition in certain markets and construction disruption from renovation projects at certain of our properties. The Las Vegas segment continues to generate high hotel occupancy, improved room rates and improved table games hold in the second quarter of 2024. Caesars Digital continues to generate strong revenue growth driven by improved sports betting hold and increases in both iGaming handle and iGaming hold.

Table of Contents

Consolidated net revenues decreased for the six months ended June 30, 2024, as compared to the same prior year period, due to a decline in casino revenues in our Las Vegas segment primarily driven by the decrease in gaming volume associated with the divestiture of Rio at the end of the third quarter of 2023. The Regional segment was negatively impacted by inclement weather in several of our property locations during the first quarter of 2024, the continued impact of competition associated with new casino resorts opening in some of our regional markets, and construction disruption from renovation projects at certain of our properties during the first half of 2024. These results were partially offset by net revenues generated from the opening of our temporary gaming facilities at Caesars Virginia and Harrah’s Columbus Nebraska during the second quarter of 2023, followed by the permanent facility of Harrah’s Columbus Nebraska in May 2024. Furthermore, Caesars Digital delivered strong revenue growth driven by higher hold in sports betting and a significant increase in iGaming volumes coupled with improved hold.

Operating Expenses

Operating expenses were as follows:


	Three Months Ended June 30,						Percent Change		Six Months Ended June 30,						Percent Change
(Dollars in millions)	2024		2023		Variance				2024		2023		Variance
Casino	$	817	$	817	$	—	—	%	$	1,669	$	1,645	$	24	1.5	%
Food and beverage	266		258		8		3.1	%	529		509		20		3.9	%
Hotel	139		143		(4)		(2.8)	%	276		280		(4)		(1.4)	%
Other	100		111		(11)		(9.9)	%	194		218		(24)		(11.0)	%
General and administrative	465		499		(34)		(6.8)	%	965		1,008		(43)		(4.3)	%
Corporate	80		86		(6)		(7.0)	%	158		165		(7)		(4.2)	%
Impairment charges	118		—		118		*		118		—		118		*
Depreciation and amortization	326		323		3		0.9	%	653		623		30		4.8	%
Transaction and other costs, net	13		33		(20)		(60.6)	%	19		49		(30)		(61.2)	%
Total operating expenses	$	2,324	$	2,270	$	54	2.4	%	$	4,581	$	4,497	$	84	1.9	%

____________________

* Not meaningful.

Casino expenses consist principally of salaries and wages associated with our gaming operations, gaming taxes and marketing and advertising costs attributable to our Caesars Digital segment. Food and beverage expenses consist principally of salaries and wages and costs of goods sold associated with our food and beverage operations. Hotel expenses consist principally of salaries, wages and supplies associated with our hotel operations. Other expenses consist principally of salaries and wages, costs of goods sold associated with our retail operations, entertainment costs, including professional talent fees, and other operations.

Casino expenses increased for the six months ended June 30, 2024, as compared to the same prior year period, in connection with higher gaming taxes and software costs associated with increased revenues in our Caesars Digital segment, offset in part by lower gaming revenues in our Regional segment. We continue to strategically manage our marketing and advertising spend to reduce our casino expenses related to our Caesars Digital segment. Food and beverage expenses have increased mainly due to higher union and non-union wages in addition to increased employee head count in our Las Vegas segment associated with new food and beverage offerings. We continue to focus on labor efficiencies to manage increased labor costs.

General and administrative expenses include items such as information technology, facility maintenance, utilities, property and liability insurance, expenses for administrative departments such as accounting, compliance, purchasing, human resources, legal, internal audit, property taxes and marketing expenses indirectly related to our gaming and non-gaming operations. General and administrative expenses decreased for the three and six months ended June 30, 2024, as compared to the same prior year periods, due to lower general advertising expenses and reduced rent expense related to the Rio which was divested at the end of the third quarter of 2023.

Corporate expenses include unallocated expenses such as payroll, inclusive of the annual bonus, stock-based compensation, professional fees, and other various expenses not directly related to the Company’s operations.

Impairment charges were recorded within our Regional segment in June 2024 as a result of a decrease in projected future cash flows at certain properties primarily due to localized competition.

Depreciation and amortization expenses increased for the three and six months ended June 30, 2024 as compared to the same prior year period primarily related to recently completed construction projects.

Table of Contents

Transaction and other costs, net for the three and six months ended June 30, 2024 primarily includes non-cash losses on the write down and disposal of assets and non-cash changes in equity method investments. Transaction and other costs, net for the three and six months ended June 30, 2023 primarily includes pre-opening costs in connection with new property openings, professional services for integration activities and non-cash changes in equity method investments.

Other income (expenses)

Other income (expenses) were as follows:


	Three Months Ended June 30,						Percent Change		Six Months Ended June 30,						Percent Change
(Dollars in millions)	2024		2023		Variance				2024		2023		Variance
Interest expense, net	$	(594)	$	(586)	$	(8)	(1.4)	%	$	(1,184)	$	(1,180)	$	(4)	(0.3)	%
Loss on extinguishment of debt	(3)		—		(3)		*		(51)		(197)		146		74.1	%
Other income (loss)	(1)		3		(4)		*		25		6		19		*
Benefit (provision) for income taxes	(10)		902		(912)		*		(25)		951		(976)		*

____________________

* Not meaningful.

Interest expense, net increased for the three and six months ended June 30, 2024, as compared to the same prior year period primarily due to the annual rent escalator associated with our VICI Leases. Interest expense associated with our debt instruments is also slightly higher due to our debt mix, partially offset by our continuing efforts to reduce outstanding debt. An increase in capitalized interest resulting from ongoing construction projects, including our new developments, has also offset the increase in total interest expense.

For the six months ended June 30, 2024, loss on extinguishment of debt was primarily related to the prepayments of the CEI Senior Secured Notes due 2025 and the Caesars Resort Collection (“CRC”) Senior Secured Notes and the partial prepayment of the CEI Term Loan B. For the six months ended June 30, 2023, loss on extinguishment of debt was primarily related to the prepayments of the CRC Term Loan and the CRC Incremental Term Loan.

Other income (loss) for the six months ended June 30, 2024 primarily represents a change in estimate of our disputed claims liability.

Table of Contents

Segment comparison of the three and six months ended June 30, 2024 and 2023

Las Vegas Segment


	Three Months Ended June 30,								Percent Change		Six Months Ended June 30,								Percent Change
(Dollars in millions)	2024			2023			Variance				2024			2023			Variance
Net revenues:
Casino	$	296		$	313		$	(17)	(5.4)	%	$	535		$	622		$	(87)	(14.0)	%
Food and beverage	296			293			3		1.0	%	583			583			—		—	%
Hotel	357			353			4		1.1	%	719			726			(7)		(1.0)	%
Other	152			169			(17)		(10.1)	%	292			328			(36)		(11.0)	%
Net revenues	$	1,101		$	1,128		$	(27)	(2.4)	%	$	2,129		$	2,259		$	(130)	(5.8)	%

Table games drop (a)	$	779		$	817		$	(38)	(4.7)	%	$	1,621		$	1,756		$	(135)	(7.7)	%
Table games hold %	21.9		%	20.8		%			1.1 pts		20.0		%	21.5		%			(1.5) pts
Slot handle (a)	$	2,583		$	2,743		$	(160)	(5.8)	%	$	5,132		$	5,492		$	(360)	(6.6)	%

Hotel occupancy	98.7		%	97.6		%			1.1 pts		98.2		%	96.5		%			1.7 pts

Adjusted EBITDA	$	514		$	512		$	2	0.4	%	$	954		$	1,045		$	(91)	(8.7)	%
Adjusted EBITDA margin	46.7		%	45.4		%			1.3 pts		44.8		%	46.3		%			(1.5) pts

Net income attributable to Caesars	$	272		$	261		$	11	4.2	%	$	470		$	554		$	(84)	(15.2)	%

____________________

(a)Prior year gaming volumes include Rio’s table games drop of $23 million and $50 million for the three and six months ended June 30, 2023, respectively, and slot handle of $111 million and $244 million for the three and six months ended June 30, 2023, respectively.

For the three months ended June 30, 2024, as compared to the same prior year period, our Las Vegas segment’s net income, Adjusted EBITDA and Adjusted EBITDA margin increased slightly as a result of improved hotel occupancy and higher room rates and table games hold. Increased labor costs and the divestiture of Rio at the end of the third quarter of 2023 partially offset these increases and contributed to lower gaming volumes and casino revenue. However, a decrease in rent associated with Rio provided a benefit to net income, Adjusted EBITDA and Adjusted EBITDA margin. New food and beverage offerings also contributed to improved net revenue and Adjusted EBITDA.

Our Las Vegas segment’s net revenues, net income, Adjusted EBITDA and Adjusted EBITDA margin decreased for the six months ended June 30, 2024, as compared to the same prior year period. Net revenues were negatively impacted by lower casino volumes associated with the divestiture of Rio. The Las Vegas segment was also negatively impacted by higher operating costs associated with (a) higher union and non-union wages, (b) increased employee head count associated with new food and beverage offerings and (c) increased promotional costs associated with special events held over the Super Bowl weekend.

For the three and six months ended June 30, 2024, slot win percentage in the Las Vegas segment was within our typical range.

Table of Contents

Regional Segment


	Three Months Ended June 30,								Percent Change		Six Months Ended June 30,								Percent Change
(Dollars in millions)	2024			2023			Variance				2024			2023			Variance
Net revenues:
Casino	$	1,017		$	1,078		$	(61)	(5.7)	%	$	2,048		$	2,136		$	(88)	(4.1)	%
Food and beverage	139			142			(3)		(2.1)	%	274			279			(5)		(1.8)	%
Hotel	157			172			(15)		(8.7)	%	288			302			(14)		(4.6)	%
Other	72			69			3		4.3	%	140			133			7		5.3	%
Net revenues	$	1,385		$	1,461		$	(76)	(5.2)	%	$	2,750		$	2,850		$	(100)	(3.5)	%

Table games drop	$	965		$	1,009		$	(44)	(4.4)	%	$	1,980		$	2,022		$	(42)	(2.1)	%
Table games hold %	21.1		%	22.4		%			(1.3) pts		21.2		%	22.0		%			(0.8) pts
Slot handle	$	10,186		$	10,821		$	(635)	(5.9)	%	$	20,402		$	21,373		$	(971)	(4.5)	%

Adjusted EBITDA	$	469		$	508		$	(39)	(7.7)	%	$	902		$	956		$	(54)	(5.6)	%
Adjusted EBITDA margin	33.9		%	34.8		%			(0.9) pts		32.8		%	33.5		%			(0.7) pts

Net income (loss) attributable to Caesars	$	(51)		$	124		$	(175)	*		$	(10)		$	199		$	(209)	*

____________________

* Not meaningful.

Our Regional segment’s net revenues decreased for the three and six months ended June 30, 2024, as compared to the same prior year period, primarily due to inclement weather in several of our regional property locations that negatively impacted visitor volume in the first quarter of 2024. Additionally, the continued impact of competition associated with new casino resorts opening in some of our regional markets and ongoing construction disruption from renovation projects at certain of our properties within the segment contributed to the decline in net revenues. The Regional segment has also experienced declines in gaming volume resulting from a shift in customer mix as our higher rated play has remained steady with some growth, partially offset by a reduction in unrated play. Moreover, Regional hotel revenues benefited from a national tournament that drove visitation to the northern Nevada region in the second quarter of 2023. The impact of these unfavorable factors were partially offset by the incremental revenues attributable to our temporary gaming facilities at Caesars Virginia and Harrah’s Columbus Nebraska that opened during the second quarter in 2023. The permanent facility of Harrah’s Columbus Nebraska opened in May 2024 following the closure of the temporary facility in March 2024.

As a result of the continued headwinds in the Regional segment impacting certain of our properties, we recorded impairments totaling $118 million during the six months ended June 30, 2024.

Slot win percentage in the Regional segment for the three and six months ended June 30, 2024 was within our typical range.

Table of Contents

Caesars Digital Segment


	Three Months Ended June 30,								Percent Change		Six Months Ended June 30,								Percent Change
(Dollars in millions)	2024			2023			Variance				2024			2023			Variance
Net revenues:
Casino (a)	$	246		$	194		$	52	26.8	%	$	512		$	413		$	99	24.0	%


Other	30			22			8		36.4	%	46			41			5		12.2	%
Net revenues	$	276		$	216		$	60	27.8	%	$	558		$	454		$	104	22.9	%

Sports betting handle (b)	$	2,500		$	2,492		$	8	0.3	%	$	5,879		$	5,893		$	(14)	(0.2)	%
Sports betting hold %	7.2		%	6.4		%			0.8 pts		6.9		%	6.3		%			0.6 pts

iGaming handle	$	3,537		$	2,656		$	881	33.2	%	$	7,035		$	5,070		$	1,965	38.8	%
iGaming hold %	3.3		%	3.0		%			0.3 pts		3.3		%	3.0		%			0.3 pts

Adjusted EBITDA	$	40		$	11		$	29	*		$	45		$	7		$	38	*
Adjusted EBITDA margin	14.5		%	5.1		%			9.4 pts		8.1		%	1.5		%			6.6 pts

Net income (loss) attributable to Caesars	$	4		$	(22)		$	26	*		$	(30)		$	(54)		$	24	44.4	%

____________________

* Not meaningful.

(a)Includes total promotional and complimentary incentives related to sports betting, iGaming, and poker of $62 million and $55 million for the three months ended June 30, 2024 and 2023, respectively, and $148 million and $132 million for the six months ended June 30, 2024 and 2023, respectively. Promotional and complimentary incentives for poker were $3 million for both the three months ended June 30, 2024 and 2023 and $6 million and $7 million for the six months ended June 30, 2024 and 2023, respectively.

(b)Caesars Digital generated an additional $199 million and $212 million of sports betting handle for the three months ended June 30, 2024 and 2023, respectively, and $478 million and $540 million for the six months ended June 30, 2024 and 2023, respectively, which is not included in this table, for select wholly-owned and third-party operations for which Caesars Digital provides services and we receive all, or a share of, the net profits. Hold related to these operations was 9.4% and 10.9%, for the three months ended June 30, 2024 and 2023, respectively, and 9.6% and 10.6% for the six months ended June 30, 2024 and 2023, respectively. Sports betting handle includes $11 million and $12 million for the three months ended June 30, 2024 and 2023, respectively, and $22 million and $24 million for the six months ended June 30, 2024 and 2023, respectively, related to horse racing and pari-mutuel wagers.

Caesars Digital reflects the operations for retail and online sports betting, iGaming, poker, and horse racing, which includes our Caesars Sportsbook, Caesars Racebook and iGaming mobile apps.

Caesars Digital’s net revenues, net income (loss), Adjusted EBITDA, and Adjusted EBITDA margin improved significantly for the three and six months ended June 30, 2024, as compared to the same prior year period, primarily due to higher iGaming handle and iGaming hold coupled with improved sports betting hold. Sports betting hold improved for the three and six months ended June 30, 2024 compared to prior year, reflecting the benefit of continued investment in our sports betting platform.

As sports betting and online casinos expand through increased state or jurisdictional legalization, new product launches, and customer adoption, variations in hold percentages and increases in promotional and marketing expenses in highly competitive markets during promotional periods may negatively impact Caesars Digital’s net revenues, net income, Adjusted EBITDA and Adjusted EBITDA margin in comparison to current or prior periods.

Sports betting and iGaming hold percentages in the Caesars Digital segment for the three and six months ended June 30, 2024 were within our typical range.

Table of Contents

Managed and Branded Segment


	Three Months Ended June 30,								Percent Change		Six Months Ended June 30,								Percent Change
(Dollars in millions)	2024			2023			Variance				2024			2023			Variance
Net revenues:

Other	$	70		$	72		$	(2)	(2.8)	%	$	138		$	141		$	(3)	(2.1)	%
Net revenues	$	70		$	72		$	(2)	(2.8)	%	$	138		$	141		$	(3)	(2.1)	%

Adjusted EBITDA	$	17		$	19		$	(2)	(10.5)	%	$	35		$	38		$	(3)	(7.9)	%
Adjusted EBITDA margin	24.3		%	26.4		%			(2.1) pts		25.4		%	27.0		%			(1.6) pts

Net income attributable to Caesars	$	17		$	19		$	(2)	(10.5)	%	$	35		$	38		$	(3)	(7.9)	%

We manage several properties and license rights to the use of certain 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.


	Three Months Ended June 30,						Percent Change		Six Months Ended June 30,						Percent Change
(Dollars in millions)	2024		2023		Variance				2024		2023		Variance
Reimbursable management revenue	$	53	$	53	$	—	—	%	$	103	$	103	$	—	—	%
Reimbursable management cost	53		53		—		—	%	103		103		—		—	%

Corporate & Other


	Three Months Ended June 30,						Percent Change		Six Months Ended June 30,						Percent Change
(Dollars in millions)	2024		2023		Variance				2024		2023		Variance
Net revenues:
Casino	$	(2)	$	(1)	$	(1)	(100.0)	%	$	(3)	$	(2)	$	(1)	(50.0)	%


Other	—		3		(3)		(100.0)	%	—		7		(7)		(100.0)	%
Net revenues	$	(2)	$	2	$	(4)	*		$	(3)	$	5	$	(8)	*

Adjusted EBITDA	$	(40)	$	(43)	$	3	7.0	%	$	(83)	$	(81)	$	(2)	(2.5)	%

____________________

* Not meaningful.

Supplemental Unaudited Presentation of Consolidated Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) for the Three and Six Months Ended June 30, 2024 and 2023

Adjusted EBITDA (described below), a non-GAAP financial measure, has been presented as a supplemental disclosure because it is a widely used measure of performance and basis for valuation of companies in our industry and we believe that this non-GAAP supplemental information will be helpful in understanding our ongoing operating results. Management has historically used Adjusted EBITDA when evaluating operating performance because we believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide a full understanding of our core operating results and as a means to evaluate period-to-period results. Adjusted EBITDA represents net income (loss) before interest income or interest expense net of interest capitalized, (benefit) provision for income taxes, depreciation and amortization, stock-based compensation expense, (gain) loss on extinguishment of debt, impairment charges, other (income) loss, net income (loss) attributable to noncontrolling interests, transaction costs associated with our acquisitions, developments, and divestitures, and non-cash changes in equity method investments. Adjusted EBITDA also excludes the expense associated with certain of our leases as these transactions were accounted for as financing obligations and the associated expense is included in interest expense. Adjusted EBITDA is not a measure of performance or liquidity calculated in accordance with accounting principles generally accepted in the United States (“GAAP”). Adjusted EBITDA is unaudited and should not be considered an alternative to, or more meaningful than, net income (loss) as an indicator of our operating performance. Uses of cash flows that are not reflected in Adjusted EBITDA include capital expenditures, interest payments, income taxes, debt principal repayments, and payments under our leases with

Table of Contents

affiliates of VICI Properties Inc. and GLPI, which can be significant. As a result, Adjusted EBITDA should not be considered as a measure of our liquidity. Other companies that provide EBITDA information may calculate Adjusted EBITDA differently than we do. The definition of Adjusted EBITDA may not be the same as the definitions used in any of our debt agreements.

The following tables summarizes our Adjusted EBITDA for the three and six months ended June 30, 2024 and 2023, respectively, in addition to reconciling net income (loss) to Adjusted EBITDA in accordance with GAAP (unaudited):


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2024		2023		2024		2023
Net income (loss) attributable to Caesars	$	(122)	$	920	$	(280)	$	784
Net income attributable to noncontrolling interests	20		8		36		8

______________________


†						Denotes a management contract or compensatory plan or arrangement.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities and 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.

Date: July 30, 2024			/s/ Thomas R. Reeg
			Thomas R. Reeg Chief Executive Officer (Principal Executive Officer)

Date: July 30, 2024			/s/ Bret Yunker
			Bret Yunker Chief Financial Officer (Principal Financial Officer)

Table of Contents

Caesars Entertainment, Inc. - Quarter Report: 2024 June (Form 10-Q)

Similar companies