Our business is dependent on the quality and reputation of our Company and brands. Events beyond our control could affect the reputation of one or more of our properties, including our digital operations, or more generally impact our corporate or brand image. Other factors that could influence our reputation include the quality of the services we offer and our actions with regard to social issues such as diversity, human rights and support for local communities. Broad access to social media makes it easy for anyone to provide public feedback that can influence perceptions of us, our brands or our properties. It may be difficult to control or effectively manage negative publicity, regardless of whether it is accurate. Negative events and publicity could quickly and materially damage perceptions of us, our brands or our properties, which, in turn, could adversely impact our business, financial condition or results of operations through loss of customers, loss of business opportunities, lack of acceptance of our Company to operate in host communities, employee retention or recruiting difficulties or other difficulties.

•affecting our ability to renew gaming and other licenses necessary to conduct our business.

Our ability to service our current and future levels of indebtedness will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions, including the interest rate environment and financial, business, regulatory and other factors, some of which are beyond our control.

There is no assurance that we will generate cash flow from operations or that future debt or equity financings will be available to us to enable us to pay our indebtedness or to fund other needs and we may be forced to take actions such as reducing or delaying business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing debt, reducing or discontinuing dividends we may pay in the future, or seeking additional equity capital. These actions may not be effected on satisfactory terms, or at all. Any inability to generate sufficient cash flow or refinance our indebtedness on favorable terms could have a material adverse effect on our business, results of operations and financial condition. While we expect to refinance or replace our debt facilities when they mature, we cannot be sure that we will be able to obtain financing on commercially reasonable terms.

Despite our current indebtedness levels, we and our subsidiaries may still incur significant additional indebtedness. Incurring more indebtedness could increase the risks associated with our substantial ~~indebtedness~~

indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness, including additional secured indebtedness, and may enter into financing obligations similar to our leases with VICI and GLPI in the future. As of December 31, ~~2017,~~2023, we had ~~$291.6 million~~$2.1 billion of borrowing capacity under our CEI Revolving Credit Facility, after consideration of ~~$8.4~~$70 million in outstanding letters of credit ~~under~~and $46 million committed for regulatory purposes, and $40 million of other reserves which is only available for certain permitted uses. Further, our ~~New Credit Facility. Our~~ existing debt agreements currently permit, and we expect that agreements governing debt that we incur in the future will permit, us to incur certain other additional secured and unsecured debt. Further, we may incur other liabilities that do not constitute indebtedness. The risks that we face based on our outstanding indebtedness may intensify if we incur additional indebtedness or financing obligations in the future.

~~We may not be able~~

Our variable rate indebtedness exposes us to ~~generate sufficient cash~~interest rate volatility, which could cause our debt service obligations to ~~service all~~increase significantly.

Borrowings under certain of our facilities are at variable rates of interest and expose us to interest rate volatility. As of December 31, 2023, $3.2 billion of aggregate principal amount of our debt had variable rates. If interest rates increase, our debt service obligations on certain of our variable rate indebtedness will increase even though the amount borrowed remains the same.

A significant portion of our casinos are located on leased property. If we default on one or more leases, the applicable lessors could terminate the affected leases and we could lose possession of the affected casino.

We currently lease certain parcels of land on which a significant portion of our properties are located. As a ground lessee, we have the right to use the leased land; however, we do not hold fee ownership of the underlying land. Accordingly, we have no interest in the leased land or improvements thereon at the expiration of the ground leases. If our use of the land underlying our casino properties is disrupted permanently or for a significant period of time, then the value of our assets could be impaired and our business and operations could be adversely affected. Our leases provide that they may be ~~forced~~terminated for a number of reasons, including failure to ~~take~~pay rent, taxes or other ~~actions to satisfy~~payment obligations or the breach of other covenants contained in the leases. In particular, our ~~obligations under our indebtedness, which may not be successful~~

~~Our ability to make scheduled~~leases with VICI and GLPI require annual rent payments ~~on or to refinance our debt obligations depends on our financial condition and operating performance,~~of $1.3 billion in 2024, which is subject to ~~prevailing economic~~escalation annually, and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permitobligate us to ~~pay~~make specified minimum capital expenditures with respect to the ~~principal, premium, if any, and interest on our indebtedness.~~

leased properties. If our ~~cash flows~~business and ~~capital resources are insufficient~~properties fail to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. If our operating results and available cash are insufficient to meet our debt service obligations, we could face substantial liquidity problems and might begenerate sufficient earnings, the payments required to ~~dispose of material assets or operations to meet~~service the rent obligations under our ~~debt service~~leases with VICI and ~~other obligations. We may not be able to consummate those dispositions or to obtain the proceeds that we~~GLPI could ~~realize from them,~~materially and these proceeds may not be adequate to meet any debt service obligations then due. Additionally, the agreements governing our existing debt limit the use of the proceeds from any disposition; as a result, we may not be allowed, under these documents, to use proceeds from such dispositions to satisfy all current debt service obligations.

~~The agreements governing our debt impose significant operating and financial restrictions on us and our subsidiaries, which may prevent us from capitalizing on business opportunities~~

~~The agreements governing our existing debt impose significant operating and financial restrictions on us. These restrictions~~adversely limit our ability ~~among other things, to:~~

~~incur additional debt;~~

~~create liens or other encumbrances;~~

~~pay dividends or make other restricted payments;~~

~~agree~~ to ~~payment restrictions affecting our restricted subsidiaries;~~

~~prepay subordinated indebtedness;~~

~~make investments, loans or other guarantees;~~

~~sell or otherwise dispose of a portion of our assets; or~~

~~make acquisitions or merge or consolidate with another entity.~~

~~In addition, the credit agreement governing the New Credit Facility contains certain financial covenants, including minimum interest coverage ratio and maximum total leverage ratio covenants.~~

~~As a result of these covenants and restrictions, we are limited~~react to changes in ~~how we conduct~~ our business and make acquisitions and investments in our properties. If we ~~may be unable~~were to ~~raise additional debt~~default on any one or ~~equity financing to compete effectively~~more of these leases, the applicable lessors could terminate the affected leases and we could lose possession of the affected land and any improvements on the land, including the hotels and casinos. A termination of our ground leases or ~~to take advantage of new business opportunities. The restrictions caused by such covenants could also place us at a competitive disadvantage to less leveraged competitors.~~

~~A failure to comply~~our leases with ~~the covenants contained in the agreements governing our existing~~GLPI or ~~future indebtedness~~VICI could result in ~~an event of~~a default ~~which, if not cured or waived,~~under our debt agreements and could ~~result in the acceleration of the indebtedness and~~ have a material adverse effect on our business, financial condition and results of operations. IfFurther, in the event that any lessor of our ~~indebtedness were to be accelerated,~~leased properties, including GLPI or VICI, encounters financial, operational, regulatory or other challenges, there can be no assurance that such lessor will be able to comply with its obligations under the applicable lease.

Certain of our ~~assets would be sufficient~~leases, including our leases with VICI and GLPI, are “triple-net” leases. Accordingly, in addition to ~~repay such indebtedness in full. Moreover,~~rent, we are required to pay, among other things, the following: (1) lease payments to the underlying ground lessor for properties that are subject to ground leases; (2) facility maintenance costs; (3) all insurance premiums for insurance with respect to the leased properties and the business conducted on the leased properties; (4) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); and (5) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. We are responsible for incurring the costs described in the ~~event~~preceding sentence notwithstanding the fact that many of the benefits received in exchange for such ~~indebtedness~~costs shall in part accrue to the lessor

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as the owner of the associated facilities. In addition, we remain obligated for lease payments and other obligations under our leases with VICI and GLPI and other ground leases even if one or more of such leased facilities is ~~accelerated, there can be no assurance~~unprofitable or if we decide to withdraw from those locations. We could incur special charges relating to the closing of such facilities including lease termination costs, impairment charges and other special charges that would reduce our net income and could have a material adverse effect on our business, financial condition and results of operations.

Legal and Regulatory Risks

We are subject to extensive governmental regulation, taxation policies and licensing, and gaming authorities have significant control over our operations, which could have an adverse effect on our business.

Licensing Requirements. The ownership and operation of casino gaming, online betting and gaming, riverboat and horse racing facilities are subject to extensive federal, state and local regulation, and regulatory authorities at local, state and national levels have broad powers with respect to the licensing of gaming businesses. We currently hold all state and local licenses and related approvals necessary to conduct our present gaming operations, but we must periodically apply to renew many of our licenses and registrations. We cannot assure you that we will be able to ~~refinance it on acceptable terms,~~obtain such renewals. Any failure to maintain or ~~at all.~~

~~The market price of~~renew our ~~common stock could fluctuate significantly~~

The U.S. securities markets in general have experienced significant price fluctuations in recent years. The market price of our common stock may be volatile and subject to wide fluctuations. In addition, the trading volume of our common stock may fluctuate and cause significant price variations to occur. Some of the factors that could cause fluctuations in,existing licenses, registrations, permits or approvals would have a material adverse effect on ~~the stock price or trading volume of~~us. In addition, we are required to provide information relating to our ~~common stock include:~~

~~general market and economic conditions, including market conditions~~operations to various gaming regulatory agencies. A failure to provide accurate information could result in the ~~hotel~~imposition of fines or other penalties by the relevant regulatory authority. Furthermore, if additional laws or regulations are adopted or existing laws or regulations are amended or interpreted differently, these regulations could impose additional restrictions or costs that could have a significant adverse effect on us.

Gaming authorities with jurisdiction over our operations may, in their discretion, require the holder of any securities issued by us to file applications, be investigated, and ~~casino industries;~~

be found suitable to own our securities, and, if a holder is found unsuitable, we can be sanctioned, including the loss of approvals that are required for us to continue our gaming operations in the relevant jurisdictions, if such unsuitable person does not timely sell our securities. Our officers, directors and key employees are also subject to similar findings of unsuitability and the gaming authorities may require us to terminate the employment of any person who refuses to file appropriate applications. See “Item 1 - Gaming Licenses and Governmental Regulations” and Exhibit 99.1 for further description of the regulations to which we are subject. We may be required under applicable gaming laws and regulations to obtain approval of applicable gaming authorities to issue securities, incur debt and undertake other financing activities and our financing counterparties, including lenders, might be subject to various licensing and related approval procedures in the various jurisdictions in which we operate gaming facilities.

~~actual~~Compliance with Other Laws. We are also subject to a variety of other federal, state and local laws, rules, regulations and ordinances that apply to non-gaming businesses, including restrictions enacted in response to public health concerns such as pandemics, zoning, environmental, construction and land-use laws and regulations governing smoking and the serving of alcoholic beverages. Our operations have been and may again be adversely impacted by regulations enacted to limit the impact of public health concerns. In addition, legislation in various forms to ban indoor tobacco smoking has been enacted or ~~expected variations~~introduced in ~~operating results;~~

~~differences between actual~~many states and local jurisdictions, including several of the jurisdictions in which we operate. If additional restrictions are enacted in our jurisdictions, we could experience a significant decrease in gaming revenue and operating results at our properties and, ~~those expected by investors~~particularly if such restrictions are not applicable to all competitive facilities in that gaming market, our business could be materially adversely affected. The likelihood or outcome of similar legislation in other jurisdictions and ~~analysts;~~

~~changes in recommendations by securities analysts;~~

~~operations and stock performance of competitors;~~

~~accounting charges, including charges relating to the impairment of goodwill;~~

~~significant acquisitions or strategic alliances by us or by competitors;~~

~~sales of our common stock or other securities~~referendums in the future cannot be predicted, though any additional limitations on our operations would be expected to negatively impact our financial performance.

Regulations adopted by FINCEN require us to report currency transactions in excess of $10,000 occurring within a gaming day. U.S. Treasury Department regulations also require us to report certain suspicious activity, including ~~sales by~~any transaction that exceeds $5,000, if we know, suspect or have reason to believe that the transaction involves funds from illegal activity or is designed to evade federal regulations or reporting requirements. Substantial penalties can be imposed if we fail to comply with these regulations. FINCEN has recently increased its focus on gaming companies.

We are required to report certain customer’s gambling winnings via Form W-2G to comply with current Internal Revenue Service regulations. Should these regulations change, we would expect to incur additional costs to comply with the revised reporting requirements.

Taxation and Fees. In addition, gaming companies are generally subject to significant revenue-based taxes and fees in addition to normal federal, state and local income taxes, and such taxes and fees are subject to increase at any time. We pay substantial taxes and fees with respect to our ~~directors~~operations. Tax laws are dynamic and ~~officers~~subject to change as new laws are passed and new interpretations of the law are issued or ~~significant investors;~~

~~recruitment or departure of key personnel;~~

~~conditions and trends in~~applied, affecting the gaming industry. The large number of state and ~~entertainment industries;~~

local governments with significant current or projected budget deficits makes it more likely that those governments that currently permit gaming will seek to fund such deficits with new or increased gaming taxes and/or property taxes and worsening economic conditions

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~~changes in~~could intensify those efforts. Any material increase, or the ~~estimate~~adoption of ~~the~~additional taxes or fees, could have a material adverse effect on our future ~~size and~~financial results.

The growth of our ~~markets;~~online betting and

gaming business will depend on expansion of online betting and gaming into new jurisdictions and our ability to obtain required licenses.

~~changes~~Our ability to achieve growth in ~~reserves for professional liability claims.~~

~~We cannot assure you~~our online betting and gaming business will depend, in large part, upon expansion of online betting and gaming into new jurisdictions, the terms of regulations relating to online betting and gaming and our ability to obtain required licenses. Following the 2018 decision of the U.S. Supreme Court to overturn the federal ban on sports betting, a number of jurisdictions have legalized sports betting and online gaming and we expect that ~~the stock price of our common stock will not fluctuate or decline significantly~~additional jurisdictions may do so in the future. Our ability to further expand our sports betting and online operations is dependent on the adoption of regulations permitting such activities. However, the expansion of betting and online gaming in new jurisdictions is dependent on a number of factors that are beyond our control and there can be no assurances of when, or if, such regulations will be adopted or the terms of such regulations, including restrictions, tax rates and license fees and availability of such licenses to casino owners exclusively or at all.

We may not be able to protect the intellectual property rights we own or may be prevented from using intellectual property necessary for our business.

The development of intellectual property is part of our overall business strategy, and we regard our intellectual property to be an important element of our success. We rely primarily on trade secret, trademark, domain name, copyright, and contract law to protect the intellectual property and proprietary technology we own. We also actively pursue business opportunities in the United States and in international jurisdictions involving the licensing of our trademarks to third parties. It is possible that third parties may copy or otherwise obtain and use our intellectual property or proprietary technology without authorization or otherwise infringe on our rights. For example, while we have a policy of entering into confidentiality, intellectual property invention assignment, and/or non-competition and non-solicitation agreements or restrictions with our employees, independent contractors, and business partners, such agreements may not provide adequate protection or may be breached, or our proprietary technology may otherwise become available to or be independently developed by our competitors. In addition, the ~~stock~~laws of some foreign countries may not protect proprietary rights or intellectual property to as great an extent as do the laws of the United States. Despite our efforts to protect our proprietary rights, the unauthorized use or reproduction of our trademarks could diminish the value of our trademarks and our market acceptance, competitive advantages, or goodwill, which could adversely affect our business.

Our technology contains software modules licensed to us by third-party authors under “open source” licenses. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code. In addition, the public availability of such software may make it easier for others to compromise our technology and, under certain open source licenses, we could be required to release the source code of our proprietary software to the public. This would allow our competitors to create similar offerings with lower development effort and time and ultimately could result in ~~general can experience considerable price~~a loss of our competitive advantages.

Third parties have alleged and ~~volume fluctuations~~may in the future allege that we are infringing, misappropriating, or otherwise violating their intellectual property rights. Third parties may initiate litigation against us without warning or may send us letters or other communications that make allegations without initiating litigation. We may elect not to respond to these letters or other communications if we believe they are without merit, or we may attempt to resolve these disputes out of court by negotiating a license, but in either case it is possible that such disputes will ultimately result in litigation. Any such claims could interfere with our ability to use technology or intellectual property that is material to the operation of our business. Such claims may be ~~unrelated~~made by competitors seeking to obtain a competitive advantage or by other parties, such as entities that purchase intellectual property assets for the purpose of bringing infringement claims. We also periodically employ individuals who were previously employed by our ~~performance. If the market price of our common stock fluctuates significantly,~~competitors or potential competitors, and we may ~~become~~therefore be subject to claims that such employees have used or disclosed the ~~subject~~alleged trade secrets or other proprietary information of ~~securities class action~~their former employers.

We may have to rely on litigation ~~which may~~to enforce our intellectual property rights, protect our trade secrets, determine the validity and scope of the proprietary rights of others, or defend against claims of infringement or invalidity, including with respect to technology that we believe to be “open source.” Any such litigation could result in substantial costs and athe diversion of ~~management’s~~resources and the attention ~~and resources.~~

~~We have not historically paid dividends and~~of management. If unsuccessful, such litigation could result in the loss of important intellectual property rights, require us to pay substantial damages, subject us to injunctions that prevent us from using certain intellectual property, require us to make admissions that affect our reputation in the marketplace, or require us to enter into license agreements that may not ~~pay dividends~~be available on favorable terms, re-engineer our technology or discontinue or delay the provision of our offerings. Finally, even if we prevail in any litigation, the ~~future~~

remedy may not be commercially meaningful or fully compensate

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us for the harm we suffer or the costs we incur. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

We ~~do not currently~~rely on licenses to use the intellectual property rights of third parties which are incorporated into our products and services. Failure to renew or expand existing licenses may require us to modify, limit or discontinue certain offerings.

We rely on products, technologies and intellectual property that we license from third parties, for use in our business-to-business and business-to-consumers offerings. Certain of our offerings and services use intellectual property licensed from third parties and we expect that our future products will require the use of third-party intellectual property. The future success of our business may depend, in part, on our ability to ~~pay dividends on its common stock. Any determination to pay dividends~~obtain, retain and/or expand licenses for popular technologies and games in a competitive market. We cannot assure that third-party licenses that may be necessary or desirable for the ~~future~~operation of our products, or support for such licensed products and technologies, will be available to us on commercially reasonable terms, if at all. If we are unable to renew and/or expand existing licenses or obtain new licenses, including as a result of reluctance of third parties to subject themselves to regulatory review that may be required to operate as our supplier, we may be required to discontinue or limit our use of the ~~discretion~~products that include or incorporate the licensed intellectual property, which could adversely impact our business, results of operations and prospects.

We are or may become involved in legal proceedings that, if adversely adjudicated or settled, could impact our ~~board~~business and financial condition.

From time to time, we are named in lawsuits or other legal proceedings relating to our respective businesses. Some of ~~directors~~these matters involve commercial or contractual disputes, intellectual property claims, legal compliance, personal injury claims, and ~~will depend upon among other factors,~~employment claims. As with all legal proceedings, no assurances can be given as to the outcome of these matters. Moreover, legal proceedings can be expensive and time consuming, and we may not be successful in defending or prosecuting these lawsuits, which could result in settlements or damages that could significantly impact our ~~earnings, cash requirements,~~business, financial condition ~~requirements to comply with the covenants under its debt instruments, legal considerations,~~ and ~~other factors that our board~~results of directors deems relevant. In addition, the agreements governing our indebtedness restrict its ability to pay dividends. If we do not pay dividends, then the return on an investment in its common stock will depend entirely upon any future appreciation in its stock price. There is no guarantee that our common stock will appreciate in value or maintain its value.

operations.

~~Item 1B.~~

~~Unresolved Staff Comments.~~

Item 1B. Unresolved Staff Comments

None.

~~Item 2.~~

~~Properties.~~

~~Information relating~~

Item 1C. Cybersecurity

Risk management and strategy

We maintain a cybersecurity team responsible for the development and implementation of a program intended to protect the confidentiality, integrity and availability of our critical systems and information. A component of our program is a cybersecurity Incident Response Plan (“IRP”) which has been built by the team utilizing current and historical industry knowledge and experience.

Key elements of our risk management procedures and processes include:

•risk assessments to help mitigate material cybersecurity risks to our critical systems, information, services, and our broader enterprise IT environment;

•a team comprised of IT security, IT infrastructure, and IT compliance personnel principally responsible for directing (1) our cybersecurity risk assessment processes, (2) our security processes, and (3) our response to cybersecurity incidents;

•the use of external cybersecurity service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes;

•formal information security training program for all team members as well as supplemental training on specific matters such as phishing and email security best practices;

•a cybersecurity incident response plan and Security Operations Center (SOC) to respond to cybersecurity incidents;

•attack and response simulations at the technical level and execute tabletop response exercises at the management level;

•a third-party risk management process for service providers; and

•cybersecurity insurance to cover certain expenses in the event of a cybersecurity incident.

The cybersecurity team reports to the ~~location~~Chief Information Officer and ~~general characteristics~~in January 2024, we hired a Chief Information Security Officer (“CISO”) with significant experience in leading cybersecurity teams to assume the leadership of management’s responsibilities and governance discussed below.

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We evaluate our cybersecurity risk management processes and continue to integrate our procedures into our overall enterprise risk management program, which shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Incidents are investigated by the cybersecurity team as they are identified and may be resolved or escalated based upon the specific details and severity of each incident. Incidents are evaluated throughout the investigation and remediation processes and incidents determined to be insignificant may be resolved by the cybersecurity team without further escalation at that time. Incidents determined to be more severe, such as those that may have compromised the confidentiality, integrity and availability of our ~~properties~~critical systems and information, are escalated by the cybersecurity team to notify legal counsel, our Cybersecurity & Privacy Executive Steering Committee, our Board of Directors, or various regulators, as required.

Our cybersecurity team evaluates the risk profile of new third party service providers and maintains communication channels with key third party service providers to evaluate and respond to possible effects of incidents within a service provider’s organization. We rely on, and in certain cases require, our third parties to communicate such incidents timely.

As previously disclosed, on September 14, 2023, we announced that an unauthorized actor had gained access to our information technology network as a result of a social engineering attack on an outsourced IT support vendor used by the Company, and acquired a copy of, among other data, our loyalty program database (“Data Incident”). After detecting suspicious activity in our information technology network, we activated our IRP, which included containment measures, and commenced an investigation of the incident. We also notified law enforcement and state gaming regulators, engaged legal counsel and other third-party incident response and cybersecurity professionals, as well as forensic professionals.

We have received, and continue to pursue, reimbursements from insurance carriers for costs incurred as a result of the Data Incident. Based on our assessment, the incident has not had a material impact, and we do not believe the incident has materially affected or will materially affect us, including our operations, business strategy, results of operations, or financial condition.

As a result of the Data Incident, numerous putative class action lawsuits have been filed against us purporting to represent various classes of persons whose personal information was affected by the Data Incident. These class actions assert a variety of common law and statutory claims based on allegations that we failed to use reasonable security procedures and practices to safeguard customers’ personal information, and seek monetary and statutory damages, injunctive relief and other related relief. In addition to those putative class action lawsuits, individual claims have been filed or threatened against us as well.

We have also received inquiries from numerous state regulators related to the Data Incident. We are responding to these inquiries and cooperating fully with regulators. See Note 11 for further discussion.

We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

Governance

Our Board considers cybersecurity risk as critical to the enterprise and is ~~provided~~responsible for reviewing our cybersecurity risk profile, including management’s design, implementation and enforcement of our cybersecurity risk management program. The Board of Directors receives periodic updates from our Chief Information Officer (“CIO”) on cybersecurity risks and threats. Board members also receive periodic presentations on cybersecurity topics from our CIO, supported by our internal security staff, or external experts as part of the Board’s continuing education on topics that impact public companies.

The Board has determined that retaining responsibility for risks related to cybersecurity oversight is appropriate, given the complexity of the risks associated with cybersecurity and the attention required to appropriately review and monitor such risks. The full Board lends its collective experience and attention to discussing and overseeing potential risks identified by management and stays up to date on management’s risk-mitigation processes related to cybersecurity.

Our CIO supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external cybersecurity service providers; and alerts and reports produced by security tools deployed in ~~Part I,~~ the IT environment.

Our CIO is responsible for assessing and managing our material risks from cybersecurity threats. Our CIO has the primary responsibility for leading our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our external cybersecurity service providers. Our CIO has significant global experience in managing and leading IT and cybersecurity teams. Members of the cybersecurity team hold various credentials and certificates with respect to information systems and they participate in continuing education.

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Item ~~I, Business, Properties.~~

2. Properties

As of December 31, ~~2017,~~2023, the following are our ~~facilities~~properties, including properties that were divested during the year. All amounts are approximations.


Property	Location	Casino Space– Sq. Ft.	Slot Machines	Table Games	Hotel Rooms and Suites
Las Vegas Segment
Owned-Domestic
The Cromwell	Las Vegas, NV	40,600	350	30	190
Flamingo Las Vegas	Las Vegas, NV	72,300	840	60	3,450
Horseshoe Las Vegas (a)	Las Vegas, NV	61,100	770	50	2,060
The LINQ Hotel & Casino	Las Vegas, NV	39,100	620	40	2,240
Paris Las Vegas (a)	Las Vegas, NV	96,700	840	70	3,670
Planet Hollywood Resort & Casino	Las Vegas, NV	63,800	820	70	2,500
Leased
Caesars Palace Las Vegas	Las Vegas, NV	124,500	1,310	160	3,980
Harrah’s Las Vegas	Las Vegas, NV	88,800	1,020	60	2,540
Rio All-Suite Hotel & Casino (b)	Las Vegas, NV	117,300	910	40	2,520

Regional Segment
Owned-Domestic
Caesars Virginia (c)	Danville, VA	40,000	820	30	—
Circus Circus Reno	Reno, NV	65,500	420	10	1,570
Eldorado Gaming Scioto Downs	Columbus, OH	108,400	1,870	—	—
Eldorado Resort Casino Reno	Reno, NV	70,000	780	40	810
Grand Victoria Casino	Elgin, IL	42,400	750	50	—
Harrah’s Columbus Nebraska (d)	Columbus, NE	6,300	240	—	—
Harrah’s Hoosier Park Racing & Casino	Anderson, IN	86,100	1,170	40	—
Horseshoe Baltimore	Baltimore, MD	133,300	1,600	170	—
Horseshoe Black Hawk	Black Hawk, CO	26,900	610	30	400
Horseshoe Indianapolis	Shelbyville, IN	99,300	1,520	90	—
Horseshoe Lake Charles	Westlake, LA	63,000	800	50	250
Isle of Capri Casino Boonville	Boonville, MO	28,000	780	20	140
Isle of Capri Casino Lula	Lula, MS	59,300	520	10	150
Harrah’s Pompano Beach	Pompano Beach, FL	71,700	1,260	40	—
Lady Luck Casino - Black Hawk	Black Hawk, CO	11,200	290	—	—
Silver Legacy Resort Casino	Reno, NV	90,100	840	60	1,680
Leased
Caesars Atlantic City	Atlantic City, NJ	114,800	1,750	110	1,140
Harrah’s Atlantic City	Atlantic City, NJ	150,100	1,840	130	2,580
Harrah’s Council Bluffs	Council Bluffs, IA	27,600	690	10	250
Harrah’s Gulf Coast	Biloxi, MS	37,200	640	30	500
Harrah’s Joliet	Joliet, IL	39,000	770	20	200
Harrah’s Lake Tahoe	Lake Tahoe, NV	54,000	720	60	510
Harrah’s Laughlin	Laughlin, NV	58,200	730	30	1,510
Harrah’s Metropolis	Metropolis, IL	23,500	600	20	210
Harrah’s New Orleans	New Orleans, LA	111,100	1,010	110	450
Harrah’s North Kansas City	N. Kansas City, MO	57,500	920	60	390
Harrah’s Philadelphia	Chester, PA	88,700	1,580	50	—
Harveys Lake Tahoe	Lake Tahoe, NV	48,900	580	30	740
Horseshoe Bossier City	Bossier City, LA	34,000	960	60	600
Horseshoe Council Bluffs	Council Bluffs, IA	59,200	1,230	50	150
Horseshoe Hammond	Hammond, IN	109,600	1,650	80	—
Horseshoe St. Louis	St. Louis, MO	75,000	980	30	490

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Property	Location	Casino Space– Sq. Ft.	Slot Machines	Table Games	Hotel Rooms and Suites
Horseshoe Tunica	Tunica, MS	63,000	930	90	510
Isle Casino Bettendorf	Bettendorf, IA	41,200	870	20	510
Isle Casino Waterloo	Waterloo, IA	39,200	820	20	190
Trop Casino Greenville	Greenville, MS	22,800	450	—	—
Tropicana Atlantic City	Atlantic City, NJ	121,100	1,630	100	2,360
Tropicana Laughlin Hotel & Casino	Laughlin, NV	43,200	640	10	1,490

Managed and Branded Segment
Managed
Harrah’s Ak-Chin	Phoenix, AZ	65,200	1,150	30	530
Harrah’s Cherokee	Cherokee, NC	222,600	3,260	160	1,830
Harrah’s Cherokee Valley River	Murphy, NC	66,000	970	50	300
Harrah’s Resort Southern California	Funner, CA	72,900	1,450	50	1,090
Caesars Windsor	Canada	100,000	1,680	80	760
Caesars Dubai (e)	United Arab Emirates	—	—	—	580
Branded
Caesars Southern Indiana	Elizabeth, IN	74,400	980	90	500
Harrah’s Northern California	Ione, CA	30,100	740	10	—

____________________

(a)In December 2023, the Company rebranded a hotel tower as the Versailles tower and moved 750 rooms from Horseshoe Las Vegas to Paris Las Vegas.

(b)As of October 2, 2023, Caesars no longer operates the Rio All-Suite Hotel & Casino and all operations were assumed by the lessor.

(c)Temporary gaming facility opened on May 15, 2023. The construction of the permanent facility of Caesars Virginia is expected to be completed in late 2024.

(d)Temporary gaming facility opened on June 12, 2023. The construction of the permanent facility of Harrah’s Columbus Nebraska is expected to be completed in the second quarter of 2024.

(e)On November 16, 2023, the Company exited the management agreement associated with Caesars Dubai and the property was renamed under new ownership.

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. Other properties of ours include The LINQ Promenade, next to The LINQ Hotel & Casino (the “LINQ”) and the CAESARS FORUM conference center in our Las Vegas segment. The LINQ Promenade is an open-air dining, entertainment, and retail promenade located on ~~property~~the east side of the Las Vegas Strip that ~~we own or lease, as follows:~~

~~We lease approximately 30,000~~features the High Roller, a 550-foot observation wheel, and the Fly LINQ Zipline attraction. The CAESARS FORUM is a 550,000 square feet ~~on the approximately 159,000 square foot parcel on which Eldorado Reno is located, in Reno, Nevada.~~

~~We own two parcels of property totaling 38,000~~conference center with 300,000 square feet ~~across~~of flexible meeting space, two of the ~~street from Eldorado Reno~~largest pillarless ballrooms in the world and ~~two adjacent parcels totaling 18,687 square feet.~~

direct access to the LINQ. We ~~own five acres~~will also open our first non-gaming hotel experience in the first half of ~~land in Reno, Nevada where~~2024 with the ~~Silver Legacy is located.~~

~~Circus Reno leases~~opening of Caesars Republic Scottsdale featuring more than 250 hotel rooms, approximately ~~36,000~~20,000 square feet ~~on the approximately 10 acres on which Circus Reno is located, in Reno, Nevada.~~

of event space and hotel amenities including, pools, bars, lounges, and celebrity partnered restaurants.

~~We lease approximately nine acres of land in Shreveport, Louisiana on which Eldorado Shreveport is located.~~

Mountaineer is located on approximately 1,680 acres of land that we own in Chester, Hancock County, West Virginia. Included in the 1,680 acres of land is approximately 1,290 acres of land that are considered non‑operating real properties.

~~Scioto Downs is located on approximately 208 acres of land that we own in Columbus, Ohio.~~

Presque Isle Downs is located on 272 acres of land that we own in Summit Township, Erie County, Pennsylvania. In addition, we own two other parcels of land: a 213‑acre site in McKean Township, Pennsylvania and a 6‑acre site in Summit Township that formerly housed an off‑track wagering facility, each of which are considered non‑operating real properties.

We own approximately 10 acres of land in Black Hawk, Colorado for use in connection with our Black Hawk operations. The property leases an additional parcel of land adjoining the Isle-Black Hawk where the Lady Luck Hotel and parking lot are located. We own or lease approximately seven acres of land in Black Hawk, Colorado for use in connection with the Lady Luck-Black Hawk. The property leases an additional parcel of land near the Lady Luck-Black Hawk for parking as described above.

~~We own approximately 223 acres of land at Pompano.~~

~~We own approximately 2.7 acres and lease approximately 16.2 acres of land in Calcasieu Parish, Louisiana for use in connection with our Lake Charles operations.~~

•

We own approximately 24.6 acres of land in Bettendorf, Iowa used in connection with the operations of our Bettendorf property. We also operate under a long-term lease with the City of Bettendorf, the QC Waterfront Convention Center that is adjacent to our northernmost hotel tower. We also lease approximately eight acres of land on a month-to-month basis.

~~We own approximately 54 acres of land in Waterloo, Iowa used in connection with the operation of our Waterloo property.~~

We lease approximately 1,000 acres of land in Coahoma County, Mississippi and utilize approximately 50 acres in connection with the operations in Lula, Mississippi. We also own approximately 100 acres in Coahoma County, which may be utilized for future development.

~~We own approximately 60 acres in Vicksburg, Mississippi which are used in connection with the operations of our Vicksburg property.~~

~~We lease our 27 acre casino site in Boonville, Missouri.~~

~~We own approximately 22 acres in Cape Girardeau, Missouri which are used in connection with the operations of our Cape Girardeau property.~~

~~We own approximately 37 acres, including our riverboat casino in Caruthersville, Missouri.~~

~~We lease approximately 28 acres of land in connection with the operation of our Kansas City property.~~

~~We operate under a lease for 30 acres of land and building in which we operate our Nemacolin casino.~~

~~We lease our principal corporate offices in Reno, Nevada and Creve Coeur, Missouri.~~

We own additional property and have various property leases and options to either lease or purchase property that are not directly related to our existing operations and that may be utilized in the future in connection with expansion projects at our existing facilities or development of new projects.

~~Substantially all of our assets are pledged to secure our outstanding indebtedness under the senior notes and credit obligations.~~

~~Item 3.~~

~~Legal Proceedings.~~

Item 3. Legal Proceedings

~~We are~~

For a ~~party to various legal and administrative proceedings, which have arisen in the normal course~~discussion of our business. Estimated losses are accrued for these proceedings when the loss is probable and can be estimated. The current liability for the estimated losses associated with these proceedings is not material“Legal Proceedings,” refer to Note 11 to our ~~consolidated financial condition and those estimated losses are not expected to have a material impact~~Financial Statements located elsewhere in this Annual Report on our results of operations. In addition, we maintain what we believe is adequate insurance coverage to further mitigate the risks of such proceedings. However, such proceedings can be costly, time consuming and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings may not materially impact our consolidated financial condition or results of operations. Further, no assurance can be given that the amount of scope of existing insurance coverage will be sufficient to cover losses arising from such matter.

Form 10-K.

~~Item 4.~~

~~Mine Safety Disclosures.~~

Item 4. Mine Safety Disclosures

Not applicable.

Table of Contents

PART II

~~Item 5.~~

~~Market for Registrants’ Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities.~~

Item 5. Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our Common Stock is quoted on the NASDAQ ~~Global Select~~Stock Market under the symbol ~~“ERI”~~“CZR”. ~~On February 23, 2018, the NASDAQ Official Closing Price for our common stock was $33.55.~~ As of February ~~23, 2018,~~15, 2024, there were approximately ~~568~~297 holders of record of our common stock.

We have not paid any cash dividends on our common stock. We intend to retain all of our earnings to finance the development of our business, and thus, do not anticipate paying cash dividends on our common stock for the foreseeable future. Payment of any cash dividends in the future will be at the discretion of our Board ~~of Directors~~ and will depend upon, among other things, our future earnings, operations and capital requirements, our general financial condition, ~~and~~ general business ~~conditions. In addition,~~conditions and restrictions that may be in place under our ~~senior secured credit facility and senior notes restrict, among other things, our ability to pay dividends. In addition, future financing~~borrowing arrangements ~~may prohibit the payment of dividends under certain conditions. For further information relating to our and our subsidiaries’ dividend policies, see Part II, Item 7,~~ ~~Liquidity and Capital Resources, included in this report.~~

~~The following table sets forth the range of high and low closing sale prices for our common stock for two most recent fiscal years.~~

or existing lease agreements.

Stock Price

High

Low

Year ended December 31, 2017:

First quarter

$

19.70

$

15.10

Second quarter

21.60

17.80

Third quarter

25.65

19.10

Fourth quarter

33.95

24.05

Year ended December 31, 2016:

First quarter

$

11.60

$

9.17

Second quarter

15.27

11.16

Third quarter

15.32

13.59

Fourth quarter

16.95

10.80

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 15 for a description of our stock-based compensation plans.

The following table sets forth information as of December 31, ~~2017,~~2023, with respect to compensation plans under which equity securities that we have authorized for issuance.

Number of securities

remaining available for

future issuance under

Number of securities to

Weighted average

equity compensation

be issued upon exercise

exercise price of

plans (excluding

of outstanding options,

outstanding options,

securities reflected

Plan Category

warrants and rights

warrants and rights

in column (a))

(a)

(b)

(c)

MTR Gaming Group, Inc. 2010 Long Term
Incentive Plan

30,600

$

3.98

—

Isle of Capri Casinos, Inc. Second Amended and
Restated 2009 Long Term Stock Incentive Plan

316,231

$

12.43

—

Eldorado Resorts, Inc. 2015 Equity Incentive Plan

1,504,520

$

11.91

1,508,162

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

3,122,668

—

3,937,123

___________________

~~The Eldorado Resorts, Inc. 2015 Equity Incentive Plan,~~

(1)Includes unvested RSUs, PSUs, and MSUs only, there were no outstanding options as of December 31, 2023.

(2)RSUs, PSUs, and MSUs do not have an exercise price.

Changes to the ~~Isle~~Authorized Shares

On June 17, 2021, following receipt of ~~Capri Casinos, Inc. Second Amended~~required shareholder approvals, the Company amended its Certificate of Incorporation to increase the number of authorized shares of common stock from 300 million to 500 million, and ~~Restated 2009 Long Term Incentive Plan and~~authorize the ~~MTR Gaming Group, Inc. 2010 Long Term Incentive Plan were approved by stockholders. No future equity awards will be made~~issuance of up to 150 million shares of preferred stock. As of December 31, 2023, no shares of preferred stock have been issued.

Share Repurchase Program

In November 2018, our Board authorized a common stock repurchase program of up to $150 million of stock (the “Share Repurchase Program”) pursuant to which we may, from time to time, repurchase shares of common stock on the ~~Isle~~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 ~~Capri Casinos, Inc. Second Amended and Restated 2009 Long Term Incentive Plan and the MTR Gaming Group, Inc. 2010 Long Term Incentive Plan. However, outstanding awards granted~~shares of common stock that we are required to repurchase under the Share Repurchase Program.

As of December 31, 2023, we have acquired ~~plans will continue unaffected.~~

223,823 shares of common stock under this program since 2018 at an aggregate value of $9 million and an average of $40.80 per share. No shares were repurchased during the years ended December 31, 2023 or 2022.

Recent Sales of Unregistered Securities

None.

Table of Contents

Stock Performance Graph

The ~~following~~ graph ~~demonstrates a comparison of~~depicted below compares the cumulative total ~~returns of~~stockholder return on our common stock with the ~~Company,~~cumulative total return on the ~~NASDAQ Market~~Standard & Poor's 500 Stock Index ~~(which is considered to be a broad index)~~(“S&P 500”) and the Dow Jones USU.S. Gambling Total Stock Market Index (“Dow Jones U.S. Gambling”) for the period ~~since our common stock began trading~~beginning on ~~September 22, 2014.~~December 31, 2018 and ending on December 31, 2023. NASDAQ OMX furnished the data. The ~~following~~performance graph assumes a $100 ~~invested~~investment in our stock and each of the ~~above groups~~two indices, respectively, on December 31, 2018, and ~~the reinvestment of~~that all dividends ~~if applicable.~~

~~Comparison of Cumulative Total Return~~

~~Assumes Initial Investment of $100~~

~~December 2017~~

~~Past stock~~were reinvested. Stock price performance, presented for the period from December 31, 2018 to December 31, 2023, is not necessarily indicative of future results.

The performance graph should not be deemed filed or incorporated by reference into any other of our filings under the Securities Act ~~of 1933~~ or the Exchange Act, ~~of 1934,~~ unless we specifically incorporate the performance graph by reference therein.

~~Item 6.~~

~~Selected Financial Data.~~

~~The following table sets forth selected consolidated financial data of the Company as of and for each of the five years ended December 31, 2017. This information should be read in conjunction with “~~

Item ~~7 –~~6. [Reserved]

Not used.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”

The following discussion should be read in conjunction with, and is qualified in its entirety by, the audited consolidated financial statements and the notes thereto ~~contained~~and other financial information included elsewhere in this Annual Report on Form 10-K. ~~Operating results for the periods presented below are not necessarily indicative of the results that may be expected for future years.~~

The presentation of information herein for periods prior to our acquisitions of the Reno properties, MTR and Isle are not fully comparable because the results of operations for Isle, Circus Reno and MTR Gaming are not included for periods prior to such acquisitions and the results of operations of the Silver Legacy Joint Venture were not consolidated prior to our acquisition of the Reno properties (see Note 1 below).

~~SELECTED CONSOLIDATED FINANCIAL DATA~~

~~(dollars in thousands)~~

Year Ended December 31,

2017

2016

2015

2014

2013

Consolidated Statement of Operations Data:

Net operating revenues

$

1,473,504

$

892,896

$

719,784

$

361,823

$

247,186

Operating income

94,869

89,118

72,516

17,555

22,582

Net (loss) income before income taxes (1)

(43,330
)

38,046

44,603

(12,554
)

18,897

Net income (loss)

73,940

24,802

114,183

(14,322
)

18,897

Less: Net loss attributable to non-controlling interest (2)

—

—

—

(103
)

—

Net income (loss) attributable to the Company (2)

$

73,940

$

24,802

$

114,183

$

(14,425
)

$

18,897

Basic net income (loss) per common share

$

1.10

$

0.53

$

2.45

$

(0.48
)

$

0.81

Diluted net income (loss) per common share

$

1.09

$

0.52

$

2.43

$

(0.48
)

$

0.81

At December 31,

2017

2016

2015

2014

2013

Consolidated Balance Sheet Data:

Cash and cash equivalents

$

134,596

$

61,029

$

78,278

$

87,604

$

29,813

Total assets

3,546,472

1,294,044

1,325,008

1,171,559

270,182

Total debt (3)

2,190,193

800,426

866,237

775,059

170,760

Stockholders’ equity

945,126

298,451

270,667

151,622

75,575

~~Footnotes to Selected Consolidated Financial Data:~~

~~(1)~~

Prior to September 19, 2014, we were taxed as a partnership under the Internal Revenue Code pursuant to which income taxes were primarily the responsibility of the partners. On September 18, 2014, as part of the merger with MTR, we became a C corporation subject to the federal and state corporate‑level income taxes at prevailing corporate tax rates. While taxed as a partnership, we were not subject to federal income tax liability but made distributions to our equity holders to cover such liabilities.

~~(2)~~

Prior to our acquisition of the Reno properties, non‑controlling interest represented the minority partners’ share of our subsidiary’s 50% joint venture interest in the Silver Legacy. The non‑controlling interest was owned by certain of our affiliates and was approximately 4%. The non‑controlling interest in the Silver Legacy was 1.9%. We acquired the remaining 50% joint venture interest pursuant to our acquisition of the Reno properties and exercised our right to acquire such non‑controlling interest.

~~(3)~~

Total debt, including current portion, is reported net of unamortized discounts and premiums, and includes capital leases of $0.9 million, $0.5 million, $0.8 million and $0.3 million for the years ended December 31, 2017, 2016, 2015 and 2013, respectively. There were no capital leases in 2014.

~~Item 7.~~

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

~~You should read the following discussion together with the financial statements, including the related notes and the other financial information, contained in this Annual Report on Form 10-K.~~

~~Eldorado Resorts,~~Caesars Entertainment, Inc., a ~~Nevada~~Delaware corporation, isand its subsidiaries, may be referred to as the “Company,” ~~“ERI,~~“CEI,” “Caesars,” “we,” “our,” “us,” or the ~~“Registrant,~~“Registrant.”

We also refer to (i) our Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) as our “Statements of Operations,” (iii) our Consolidated Balance Sheets as our “Balance Sheets,” and ~~together~~(iv) our Consolidated Statements of Cash Flows as our “Statements of Cash Flows.” References to numbered “Notes” refer to Notes to our Consolidated Financial Statements included in Item 8.

Table of Contents

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 Statement Regarding Forward-Looking Information.”

Objective

This 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 ~~its subsidiaries may also~~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 ~~referred~~analyzed; and (iii) to ~~as “we,” “us” or “our.”~~

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 ~~owning~~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 ~~operating 20 gaming facilities~~William Hill PLC (the “William Hill Acquisition”) on April 22, 2021. Our ticker symbol on the NASDAQ Stock Market is “CZR.”

We currently own, lease or manage an aggregate of 52 domestic properties in ~~10 states. Our properties, which are located in Ohio, Louisiana, Nevada, Pennsylvania, West Virginia, Colorado, Florida, Iowa, Mississippi and Missouri, feature~~18 states with approximately ~~21,000~~51,300 slot machines, ~~and~~ video lottery terminals ~~(“VLTs”),~~and e-tables, approximately ~~600~~2,700 table games and ~~over 7,000~~approximately 44,700 hotel ~~rooms.~~rooms as of December 31, 2023. 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, which includes 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 December 31, 2023, 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 (collectively, “VICI Leases”). We also 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 (together with the GLPI Master Lease, the “GLPI Leases”). Additionally, we leased the Rio All-Suite Hotel & Casino (“Rio”) from a separate third party until October 2, 2023, at which time operations were ~~founded in 1973~~assumed by the ~~Carano Family with~~lessor. See descriptions below under the ~~opening~~“GLPI Leases” and “VICI Leases.”

Table of ~~the Eldorado Hotel Casino~~Contents

We operate and conduct retail and online sports wagering across 31 jurisdictions in ~~Reno, Nevada.~~North America, 25 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 December 31, 2023:

In ~~1993,~~2022, we partnered with ~~MGM Resorts~~NYRABets LLC, the official online wagering platform of the New York Racing Association, Inc., and have launched the Caesars Racebook app within 20 states as of December 31, 2023. Caesars Racebook also went live in Illinois in January 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 continuing the expansion of 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.

Table of Contents

We periodically divest of assets in order to raise capital or as a result of a determination that the assets are not core to our business, or due to regulatory requirements. The following is a summary of recently completed divestitures as of December 31, 2023:

Segment

Property

Date Sold

Sales Price

Regional

MontBleu Casino Resort & Spa (“MontBleu”)

April 6, 2021

$15 million

Regional

Tropicana Evansville (“Evansville”)

June 3, 2021

$480 million

Regional

Belle of Baton Rouge Casino & Hotel (“Baton Rouge”)

May 5, 2022

Discontinued operations:

Regional

Harrah’s Louisiana Downs

November 1, 2021

$22 million (a)

Regional

Caesars Southern Indiana

September 3, 2021

$250 million

N/A

Caesars UK Group

July 16, 2021

N/A

William Hill International

July 1, 2022

£2.0 billion

____________________

*Not meaningful.

(a)The proceeds of this sale were split between the Company and VICI.

In addition to the divestitures above, the operations of Rio were assumed by the lessor on October 2, 2023, and we exited our management agreement with Caesars Dubai on November 16, 2023. See Item 8. Financial Statements and Supplementary Data — Note 4 for further discussion on these key transactions and any applicable gain (loss) or impairment charges recorded.

Merger and Acquisitions Related Activities

William Hill Acquisition

On April 22, 2021, we completed the William Hill Acquisition for cash consideration of approximately £2.9 billion, or approximately $3.9 billion, based on the ~~Silver Legacy Resort Casino,~~GBP to USD exchange rate on the ~~first mega-themed resort~~closing date.

We acquired William Hill PLC and its U.S. subsidiary, William Hill U.S. Holdco (“William Hill US” and together with William Hill PLC, “William Hill”) to better position the Company to address the extensive usage of digital platforms, continued legalization in Reno. In 2005, we acquired our first property outside of Reno when we acquired a casino in Shreveport, Louisiana, now known as Eldorado Shreveport. In September 2014, we merged with MTR Gaming Group, Inc.additional states and ~~acquired its three gaming~~jurisdictions, and ~~racing facilities in Ohio, Pennsylvania and West Virginia. The following year, in November 2015, we acquired Circus Circus Reno and~~growing bettor demand, which are driving the ~~50% membership interest~~market for online sports betting platforms in the ~~Silver Legacy~~U.S. In addition, we continue to leverage the World Series of Poker (“WSOP”) brand and license the WSOP trademarks for a variety of products and services across these digital platforms. At the time that the William Hill Acquisition was ~~owned by MGM Resorts International.~~

consummated, our intent was to divest William Hill International and as such its results were presented in discontinued operations.

On ~~May 1, 2017,~~September 8, 2021, we ~~completed our most recent – and largest - acquisition~~entered into an agreement to ~~date when~~sell William Hill International to 888 Holdings Plc for approximately £2.2 billion. On April 7, 2022, we ~~acquired Isle~~amended the agreement to sell William Hill International to 888 Holdings Plc for a revised enterprise value of ~~Capri Casinos, Inc. (“Isle” or “Isle of Capri”), adding another 13 gaming properties to our portfolio~~.

~~Throughout~~approximately £2.0 billion. During the year ended December 31, ~~2017,~~2022, we ~~owned and operated the following properties:~~

~~Eldorado Resort Casino Reno (~~“~~Eldorado Reno~~”)—~~A 814-room hotel, casino and entertainment facility connected via an enclosed skywalk~~recorded impairments to ~~Silver Legacy and Circus Reno located in downtown Reno, Nevada that includes 1,125 slot machines and 46 table games;~~

~~Silver Legacy Resort Casino (~~“~~Silver Legacy~~”)—~~A 1,711-room themed hotel and casino connected via an enclosed skywalk to Eldorado Reno and Circus Reno that includes 1,187 slot machines, 63 table games and a 13 table poker room;~~

~~Circus Circus Reno (~~“~~Circus Reno~~”)—~~A 1,571-room hotel-casino and entertainment complex connected via an enclosed skywalk to Eldorado Reno and Silver Legacy that includes 712 slot machines and 24 table games;~~

~~Eldorado Resort Casino Shreveport (~~“~~Eldorado Shreveport~~”)—~~A 403-room, all suite art deco-style hotel and tri-level riverboat dockside casino situated~~assets held for sale of $503 million within discontinued operations based on the ~~Red River in Shreveport, Louisiana that includes 1,397 slot machines, 52 table games~~revised and ~~an eight table poker room;~~

~~Mountaineer Casino, Racetrack & Resort (~~“~~Mountaineer~~”)—~~A 357-room hotel, casino, entertainment and live thoroughbred horse racing facility located on the Ohio River at the northern tip of West Virginia~~’~~s northwestern panhandle that includes 1,508 slot machines, 36 table games, including a 10 table poker room;~~

~~Presque Isle Downs & Casino (~~“~~Presque Isle Downs~~”)—~~A casino and live thoroughbred horse racing facility with 1,593 slot machines, 33 table games and a seven table poker room located in Erie, Pennsylvania; and~~

~~Eldorado Gaming Scioto Downs (~~“~~Scioto Downs~~”)—~~A modern~~ “~~racino~~” ~~offering 2,245 VLT~~s~~, harness racing and a 118-room third party hotel connected to Scioto Downs located 15 minutes from downtown Columbus, Ohio.~~

~~In addition, on May~~final sales price. On July 1, ~~2017, we consummated our acquisition of Isle of Capri Casinos, Inc. and acquired the following properties:~~

~~Isle Casino Hotel~~—~~Black Hawk (“Isle Black Hawk”)~~—~~A land-based casino on an approximately 10-acre site in Black Hawk, Colorado that includes 1,026 slot machines, 27 table games, a nine table poker room and a 238-room hotel;~~

~~Lady Luck Casino~~—~~Black Hawk (“Lady Luck Black Hawk”)~~—A land-based casino across the intersection from Isle Casino Hotel in Black Hawk, Colorado, that includes 452 slot machines, 10 table games, five poker tables and a 164-room hotel with a parking structure connecting Isle Casino Hotel-Black Hawk and Lady Luck Casino-Black Hawk;

•

~~Isle Casino Racing Pompano Park (“Pompano”)~~—~~A casino and harness racing track on an approximately 223-acre owned site in Pompano Beach, Florida, that includes 1,455 slot machines and a 45 table poker room;~~

~~Isle Casino Bettendorf (“Bettendorf”)~~—~~A land-based single-level casino located off Interstate 74 in Bettendorf, Iowa that includes 978 slot machines and 20 table games with two hotel towers with 509 hotel rooms;~~

~~Isle Casino Waterloo (“Waterloo”)~~—~~A single-level land-based casino in Waterloo, Iowa that includes 940 slot machines, 25 table games, and a 194-room hotel;~~

~~Isle of Capri Casino Hotel Lake Charles (“Lake Charles”)~~—~~A gaming vessel on an approximately 19 acre site in Lake Charles, Louisiana, with 1,173 slot machines, 47 table games, including 13 poker tables and two hotels offering 493 rooms;~~

~~Isle of Capri Casino Lula (“Lula”)~~—~~Two dockside casinos in Lula, Mississippi with 875 slot machines and 20 table games, two on-site hotels with a total of 486 rooms and a 28-space RV Park;~~

~~Lady Luck Casino Vicksburg (“Vicksburg”)~~—~~A dockside casino in Vicksburg, Mississippi that includes 616 slot machines, nine table games and a hotel with a total of 89 rooms;~~

~~Isle of Capri Casino Boonville (“Boonville”)~~—~~A single-level dockside casino in Boonville, Missouri that includes 893 slot machines, 20 table games and a 140-room hotel;~~

~~Isle Casino Cape Girardeau (“Cape Girardeau”)~~—~~A dockside casino and pavilion and entertainment center in Cape Girardeau, Missouri that includes 872 slot machines, and 24 table games, including four poker tables;~~

~~Lady Luck Casino Caruthersville (“Caruthersville”)—A riverboat casino located along the Mississippi River in Caruthersville, Missouri that includes 516 slot machines and nine table games;~~

~~Isle of Capri Casino Kansas City (“Kansas City”)~~—~~A dockside casino located close to downtown Kansas City, Missouri offering 966 slot machines and 18 table games; and~~

~~Lady Luck Casino Nemacolin (“Nemacolin”)~~—~~A casino property located on the 2,000-acre Nemacolin Woodlands Resort in Western Pennsylvania that includes 600 slot machines and 28 table games.~~

In addition, Scioto Downs, through its subsidiary RacelineBet, Inc., also operates Racelinebet.com, a national account wagering service that offers online and telephone wagering on horse races as a marketing affiliate of TwinSpires.com, an affiliate of Churchill Downs, Inc.

~~Acquisition of Isle of Capri Casinos, Inc.~~

~~On May 1, 2017,~~2022, we completed the sale of William Hill International to 888 Holdings Plc.

We recognized acquisition-related transaction costs of $21 million and $68 million for the years ended December 31, 2022 and 2021, respectively, excluding additional transaction cost associated with sale of William Hill International. These costs were associated with legal, professional services and certain severance and retention costs and were primarily recorded in Transaction and other costs on our ~~acquisition~~Statements of ~~Isle~~Operations.

Consolidation of ~~Capri Casinos, Inc. pursuant to the Agreement and Plan of Merger dated as of September 19, 2016 with Isle of Capri Casinos, Inc.~~Horseshoe Baltimore

On August 26, 2021, we increased our ownership interest in CBAC Borrower, LLC (“Horseshoe Baltimore”), a Delaware corporation, Eagle I Acquisition Corp., a Delaware corporation and our wholly-owned subsidiary, and Eagle II Acquisition Company LLC, a Delaware limited liability company and our wholly-owned subsidiary.property which we also managed, to approximately 75.8% for cash consideration of $55 million. As a result of the ~~acquisition~~increase in our ownership interest, our previously held investment was remeasured and we recognized a gain of ~~Isle, Isle became~~$40 million for the year ended December 31, 2021. Subsequent to the change in ownership, we determined that we have a ~~wholly-owned subsidiary~~controlling financial interest and began to consolidate the operations of ~~ours~~ an~~d, at the effective time of~~Horseshoe Baltimore.

Additionally, on July 10, 2023, we completed the acquisition of ~~Isle,~~the remaining 24.2% equity ownership in Horseshoe Baltimore, utilizing cash on hand, for a total of $66 million.

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Investments and Partnerships

We have investments in unconsolidated affiliates accounted for under the equity method which are recorded in Investment in and advances to unconsolidated affiliates on the Balance Sheets. Certain significant investments as of December 31, 2023 and 2022 are discussed below.

Pompano Joint Venture

In April 2018, 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 is responsible for the development of the master plan for the project with our input and will submit it for our review and approval. In October 2023 and June 2021, the joint venture issued capital calls and we contributed $3 million each, ~~outstanding share~~respectively, for a total of ~~Isle common stock converted into the right to receive $23.00~~$7 million in cash ~~or 1.638 shares of our common stock, at the election~~contributions since inception of the ~~applicable Isle shareholder and subject~~joint venture. On February 12, 2021, we contributed 186 acres to ~~proration such that~~ the ~~outstanding shares~~joint venture with a fair value of ~~Isle common stock were exchanged for aggregate consideration comprised~~$61 million. Total contributions of ~~58% cash, or $552.0~~approximately 209 acres of land have been made with a fair value of approximately $69 million, and ~~42% of our common stock,~~we have no further obligation to contribute additional real estate or ~~28.5 million newly issued shares of our common stock. The total purchase consideration was $1.93 billion.~~

In connection with our acquisition of Isle, we completed a debt financing transaction comprised of: (a) a senior secured credit facility in an aggregate principal amount of $1.75 billion with a (i) term loan facility of $1.45 billion and (ii) revolving credit facility of $300.0 million and (b) $375.0 million of senior unsecured notes. The proceeds of such borrowings were used to paycash. During the ~~cash portion of~~year ended December 31, 2023, the consideration payable in the acquisition of Isle, refinance all of Isle’s existing credit facilities, redeem or otherwise repurchase all of Isle’s senior and senior subordinated notes, refinance our existing credit facility and pay transaction fees and expensesCompany recorded income related to the ~~foregoing.~~

investment of $64 million, primarily due to the joint venture’s gain on the sale of land. As of December 31, 2023 and 2022, our investment in the joint venture was $147 million and $80 million, respectively, and is recorded in Investment in and advances to unconsolidated affiliates on the Balance Sheets.

While we hold a 50% variable interest in the joint venture, we are not the primary beneficiary; as such the investment 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 on our Statements of Operations.

~~Reportable Segments~~

NeoGames

The ~~executive decision maker~~acquired net assets of William Hill included an investment in NeoGames S.A. (“NeoGames”), a global leader of iLottery solutions and services to national and state-regulated lotteries, and other investments. On September 16, 2021, we sold a portion of our ~~company~~shares of NeoGames common stock for $136 million which decreased our ownership interest from 24.5% to approximately 8.4%. Additionally, on March 14, 2022 we sold our remaining 2 million shares at fair value for $26 million. During the years ended December 31, 2022 and 2021, we recorded losses related to the investment in NeoGames of $34 million and $54 million, respectively, which is included within Other income (loss) on the Statements of Operations.

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. ~~Our management~~Management views each of ~~its properties~~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, ~~the regulatory environments in which they operate,~~ and their management and reporting structure. ~~Prior to our acquisition of Isle, our~~Our principal operating activities occurred in three geographic regions: Nevada, Louisiana and parts of the eastern United States. We aggregated our operations into three reportable segments based on the similar characteristics of the operating segments within the regions in which they operated as follows:

~~Segment~~	~~Property~~	~~State~~
~~Nevada~~	~~Eldorado Reno~~	~~Nevada~~
	~~Silver Legacy~~	~~Nevada~~
	~~Circus Reno~~	~~Nevada~~

~~Louisiana~~	~~Eldorado Shreveport~~	~~Louisiana~~

~~Eastern~~	~~Presque Isle Downs~~	~~Pennsylvania~~
	~~Scioto Downs~~	~~Ohio~~
	~~Mountaineer~~	~~West Virginia~~

~~Following our acquisition of Isle, our principal operating activities expanded and now~~ occur in four ~~geographic regions~~reportable segments: (1) Las Vegas, (2) Regional, (3) Caesars Digital, and ~~reportable segments based on the similar characteristics~~(4) Managed and Branded, in addition to Corporate and Other. See Item 2. “Properties” for listing of ~~the operating segments within the regions in which they operate. The following table summarizes our current segments:~~

properties by segment.

~~Segment~~	~~Property~~	~~State~~
~~West~~	~~Eldorado Reno~~	~~Nevada~~
	~~Silver Legacy~~	~~Nevada~~
	~~Circus Reno~~	~~Nevada~~
	~~Isle Black Hawk~~	~~Colorado~~
	~~Lady Luck Black Hawk~~	~~Colorado~~

~~Midwest~~	~~Waterloo~~	~~Iowa~~
	~~Bettendorf~~	~~Iowa~~
	~~Boonville~~	~~Missouri~~
	~~Cape Girardeau~~	~~Missouri~~
	~~Caruthersville~~	~~Missouri~~
	~~Kansas City~~	~~Missouri~~

~~South~~	~~Pompano~~	~~Florida~~
	~~Eldorado Shreveport~~	~~Louisiana~~
	~~Lake Charles~~	~~Louisiana~~
	~~Lula~~	~~Mississippi~~
	~~Vicksburg~~	~~Mississippi~~

~~East~~	~~Presque Isle Downs~~	~~Pennsylvania~~
	~~Nemacolin~~	~~Pennsylvania~~
	~~Scioto Downs~~	~~Ohio~~
	~~Mountaineer~~	~~West Virginia~~

Presentation of Financial Information

The financial information included in this Item 7 for the periods ~~prior to our acquisition of Isle are those of ERI and its subsidiaries. The presentation of information herein for periods prior to our acquisition of Isle and~~ after our acquisition of ~~Isle are~~William Hill on April 22, 2021, and of the increase in our ownership percentage and subsequent consolidation of Horseshoe Baltimore on August 26, 2021, is not fully comparable ~~because~~to the ~~results of operations for Isle are not included for~~ periods prior to ~~our acquisition~~the acquisitions. In addition, the presentation of ~~Isle. Summary~~ financial results of Isle for the three and nine months ended January 22, 2017 are included in Isle’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission (‘‘SEC’’). In conjunction with our acquisition of Isle, Isle is no longer required to file quarterly and annual reports with the SEC, and terminated its registration on May 11, 2017.

~~The presentation of~~ information herein for the periods after the Company’s divestiture of various properties, described above, is not fully comparable to the periods prior to ~~and after~~ ~~our acquisition~~the date of ~~the Reno properties~~ ~~are not fully comparable because the results of operations for Circus Reno are not included for periods prior to~~ ~~our acquisition of the Reno properties~~ ~~and the results of operations of the Silver Legacy Joint Venture were not consolidated prior to~~ ~~our acquisition of the Reno properties~~.

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations (“~~divestiture.

This MD~~&A”)~~&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 ~~these~~the factors described in the preceding paragraph and the changing competitive landscape in each of our markets, including changes in market and societal trends, increased competition, as well as by factors or trends discussed elsewhere herein. We recommend that you read this MD&A ~~in conjunction~~together with our audited consolidated financial statements and the notes to those statements included in this Annual Report on Form 10-K.

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Key Performance Metrics

Our primary source of revenue is generated by our gaming operations, ~~but~~which includes our retail and online sports betting and online gaming. Additionally, we ~~use~~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 ~~visiting and~~ staying at, or visiting, our ~~properties.~~ properties and using our sports betting, horse racing and iGaming applications.

Key performance metrics include volume indicators such as ~~table games~~ drop ~~and slot~~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 game hold percentage is typically in the range of approximately 16% to 23% of table game 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, ~~and price per room designated by~~which is the average ~~daily rate (“ADR”) are~~percentage of available hotel rooms occupied during a period, is a key ~~indicators~~indicator for our hotel ~~business. Our calculation~~business in the Las Vegas segment. See “Results of ~~ADR consists of the average price of occupied rooms per day including the impact of resort fees~~Operations” section below. Complimentary and complimentary rooms. Complimentary room rates are determined based on an analysis of retail or cash rates for each customer segment and each type of room product to estimate complimentary rates which are consistent with retail rates. Complimentary rates are reviewed at least annually and on an interim basis if there are significant changes in market conditions. Complimentarydiscounted 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.

Significant Factors Impacting Financial Results

The following summary highlights the significant factors impacting our financial results during the years ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015.~~

2021.

Acquisitions and Transaction Costs

~~Isle~~•William Hill Acquisition– ~~Our results~~ On April 22, 2021, we consummated the acquisition of ~~continuing~~the entire issued and to be issued share capital (other than shares owned by the Company or held in treasury) of William Hill PLC, in an all-cash transaction of £2.9 billion, or approximately $3.9 billion. We recognized acquisition-related transaction costs of $21 million and $68 million for the years ended December 31, 2022 and 2021, respectively, excluding additional transaction costs associated with sale of William Hill International.

•Consolidation of Horseshoe Baltimore – On August 26, 2021, we increased our ownership interest in Horseshoe Baltimore to approximately 75.8%. Prior to the purchase, we held an interest in Horseshoe Baltimore of approximately 44.3% which was accounted for as an equity method investment. Subsequent to the change in ownership, we determined we have a controlling financial interest and consolidated the operations ~~for~~of Horseshoe Baltimore. As a result of the consolidation, we recognized a gain of $40 million during the year ended December 31, ~~2017 include incremental revenues~~2021. Additionally, on July 10, 2023, we completed the acquisition of the remaining 24.2% equity ownership in Horseshoe Baltimore, utilizing cash on hand, for a total of $66 million.

Divestitures and ~~expenses~~Discontinued Operations

•Divestitures and Discontinued Operations – See “Overview” section above for ~~eight months (May 2017 through~~detail of properties divested, including related discontinued operations.

•The operations of Rio were assumed by the lessor on October 2, 2023, and we exited our management agreement with Caesars Dubai on November 16, 2023.

Financing Transactions

•Debt Transactions –We continue to utilize free cash flow to reduce our leverage, extend the maturity of our outstanding debt and balance our mix of fixed and variable debt. The following are the key financing transactions and their effects on our operations, from the use of free cash flow, unless otherwise noted:

◦Issued $2.0 billion CEI Senior Secured Notes due 2030 and amended the CEI Credit Agreement and incurred a new $2.5 billion CEI Term Loan B. Net proceeds received from these transactions were used to repay the $3.4 billion outstanding principal amount of the CRC Term Loan and the $1.0 billion outstanding principal amount of the CRC Incremental Term Loan on February 6, 2023.

◦Fully repaid $267 million of the outstanding principal balance of the Baltimore Term Loan as of July 17, 2023.

◦Prepaid the outstanding $400 million Forum Convention Center Mortgage Loan on May 1, 2023.

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◦For the years ended December ~~2017) attributable~~31, 2023, 2022 and 2021, we recorded extinguishment charges of $200 million, $85 million and $236 million, respectively, which are recorded within Loss on extinguishment of debt on the Statements of Operations due to the ~~thirteen properties~~aforementioned activity.

◦Refer to the Liquidity and Capital Resources section below for further discussion of our recent debt transactions, including our financing transactions subsequent to December 31, 2023, in which we ~~acquired~~issued $1.5 billion of new CEI Senior Secured Notes due 2032 and a new $2.9 billion CEI Term Loan B-1. Net proceeds received from these transactions, together with borrowings under our CEI Revolving Credit Facility, were used to tender, redeem, repurchase, defease, and/or satisfy and discharge the CEI Senior Secured Notes due 2025 and the CRC Senior Secured Notes.

Other Significant Factors

•New Developments and Re-openings – 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 Harrah’s Columbus Nebraska’s temporary facility opened on June 12, 2023. In addition to the temporary facilities, the reopening of Horseshoe Lake Charles in December 2022 has contributed to the Regional segment’s performance when compared to the prior year period.

•Caesars Sportsbook, Caesars Racebook and iGaming mobile apps – During the year ended December 31, 2023, we launched Caesars Sportsbook in new jurisdictions, migrated our ~~acquisition~~sports betting platform to Liberty in Nevada, and launched our new online and mobile iGaming application, Caesars Palace Online Casino. As new states and jurisdictions have legalized sports betting, we have made varying degrees of ~~Isle.~~

upfront investments executed through marketing campaigns and promotional incentives to acquire new customers and establish our presence. For example, in connection with the launch of our Caesars Sportsbook app in New York and Louisiana in January 2022, we experienced negative net revenue in the first quarter of 2022 resulting from a substantial amount of bonus cash and matched deposits issued to customers as sign-on incentives, which exceeded our gaming win. We continue to 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 period. During the year ended December 31, 2023, promotional and marketing expenses have significantly decreased as compared to the prior year period.

~~Transaction expenses~~

•Income Taxes – 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 ~~our acquisition~~these deferred tax assets and recorded an income tax benefit of ~~Isle for legal, accounting, financial advisory services, severance, stock awards~~$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.

•Economic Factors Impacting Discretionary Spending – Gaming and other ~~costs totaled $92.8 million and $8.6 million for the years ending December 31, 2017 and 2016, respectively.~~

~~Lake Charles Terminated Sale~~ – On ~~August 22, 2016, Isle entered into an agreement~~leisure activities we offer represent discretionary expenditures which may be sensitive to sell its casino and hotel property in Lake Charles, Louisiana, for $134.5 million, subject to a customary purchase price adjustment, to an affiliate of Laguna Development Corporation, a Pueblo of Laguna-owned business based in Albuquerque, New Mexico. On November 21, 2017, we terminated the agreement. The closingeconomic downturns, such as the resurgence of the ~~transaction was subject to certain closing conditions,~~Omicron variant of COVID-19 that negatively impacted the first quarter of 2022. We also monitor recent trends, including ~~obtaining certain gaming approvals,~~higher inflation and ~~was to occur~~interest rates, and the related effects on ~~or before the termination date, which had been extended by the parties to November 20, 2017. The buyer did not obtain the required gaming approvals prior to the termination date,~~our customers, and ~~pursuant to the terms of the agreement, we retained the $20.0 million deposit. The $20.0 million forfeited deposit was recorded as income on the accompanying statements of income as “Proceeds from Terminated Sale~~.”

our operations.

~~In previous periods, the operations of Lake Charles have been classified as discontinued operations and as an asset held for sale.~~

•Impairment Charges – As a result of our finalized and approved capital and operating plans and the ~~termination~~completion of our 2023 annual impairment testing, we recognized impairment charges during the year ended December 31, 2023 in our Regional segment. These impairments were primarily due to a decrease in projected cash flows at certain regional properties mainly due to increased competition. We identified one reporting unit where the estimated fair value of the ~~sale, Lake Charles is no longer classified as~~associated gaming rights was less than the carrying value and recorded an ~~asset held for sale and accounted for as discontinued operations, and is included~~impairment of $81 million. In addition, we identified one reporting unit with an estimated fair value below its carrying value, resulting in total impairment of $14 million to goodwill.

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During the year ended December 31, 2022, the Company recognized impairment charges in our ~~results of operations for the eight-month period from the date we acquired Isle through December 31, 2017.~~

~~Income Taxes~~ ~~– On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred~~Regional segment related to ~~as the Tax Cuts~~goodwill and ~~Jobs Act (the “Tax Act”). The Tax Act makes broad~~gaming rights totaling $78 million and ~~complex changes~~$30 million, respectively, due to the U.S. tax code, including, but not limited to, reducing the U.S. federal corporate tax rate from 35% to 21%. In connection with our initial analysis of the impact of the Tax Act, for certain of our net deferred tax liabilities, we have recorded a decrease of $112.4 million, net ofan increase in the related ~~change in valuation allowance, with a corresponding net adjustment to deferred income tax benefit for~~discount rates, which represents the ~~year ending December 31, 2017~~higher required cost of capital as a result of the ~~corporate rate reduction resulting in~~macroeconomic environment and projected outlook.

In December 2021, we approved a ~~positive impact on net income.~~

•

~~Debt Refinancing~~ ~~– In connection with our acquisition of Isle, we completed a new debt financing transaction. The proceeds of the new borrowings were used to pay~~ ~~the cash portion of the~~ ~~consideration~~ ~~payable in the acquisition~~ ~~of Isle, refinance all of Isle’s existing credit facilities, redeem or otherwise repurchase all of Isle’s senior and senior subordinated notes, refinance our existing credit facility and pay transaction fees and expenses. In addition, we recognized a loss totaling $27.3 million for the year ended December 31, 2017 as a result of the debt refinancing transaction (See “Liquidity and Capital Resources” for more information related to the debt refinancing).~~

~~On September 13, 2017, we issued~~capital plan which included the planned rebranding of certain of our properties. We utilized an ~~additional $500 million in aggregate principal amount of 6% Senior Notes at an issue price equal~~income approach to ~~105.5%~~determine the fair value of the principal amount. We used the proceeds of the offering to repay all of the outstanding borrowings under the new revolving credit facility totaling $78.0 million and used the remainder to repay outstanding borrowings totaling $444.5 million under the new term loan plus related accrued interest. We recognized a loss of $11.1 million as a result of the issuance of additional debt and retirement of existing debt.

~~Impairment Charges –~~ During the fourth quarter of 2017, we conducted annual impairment tests of our intangible assets. Based on less than expected operating performance and projected future operating results, it was determined that the value of goodwill and/or trade names associated with our Lake Charles, Vicksburg and Lula reporting units were impaired resulting in impairment charges totaling $38.0 million recorded in the current year.

~~Severe Weather~~ – During the third quarter of 2017, Hurricanes Harvey and Irma negatively impacted our South region, specifically our Pompano, Lake Charles and Eldorado Shreveport properties, and made travel to those properties impossible or difficult. While Pompano did not sustain any major physical damage, we incurred incremental expenses as a result of the storms and were forced to close the casino for four days and experienced disruption to our business for a longer period of time.

~~Our West segment’s operations are~~trademarks subject to ~~seasonal variation, with our lowest business volume generally occurring~~rebranding based on their expected future cash flows, which resulted in an impairment charge of $102 million during the winter months. The northern Nevada region experienced record snowfall and severe weather conditions, including major snow storms during eleven of the fourteen weekends in the 2017 first quarter, making travel to Reno from northern California, our main feeder market, difficult or impossible due to road closures. As a result, there was a significant adverse effect on business levels, especially hotel occupancy and gaming volume, during the first quarter of 2017, and our operating performance for the year ended December 31, ~~2017 compared~~2021.

•Weather Disruption– During the first quarter of 2023, our Regional segment was negatively impacted by severe winter weather, particularly in northern Nevada, which caused poor and unsafe travel conditions reducing visitation to ~~2016.~~

~~Execution of Cost Savings Program~~ ~~– We continue to identify areas to improve property level~~our Lake Tahoe and consolidated margins through operating and cost efficiencies and exercising financial discipline throughout the company without impacting the guest experience. In addition to cost savings relating to duplicative executive compensation, legal and accounting fees and other corporate expenses that have been eliminated as a result of our acquisitions, we have achieved savings in marketing, food and beverage costs, selling, general and administrative expenses, and other operating departments as a result of operating efficiencies and purchasing power of the combined Eldorado organization.

~~Property Enhancement Capital Expenditures~~ ~~– Property enhancement initiatives continued throughout 2016 and into 2017. In 2015 and 2016, major projects included the opening of~~ ~~Brew Brothers~~ ~~at Presque Isle Downs and Scioto Downs along with a second smoking patio at Scioto Downs.~~

~~Our master capital plan initiated in 2016 at Eldorado~~ Reno Silver Legacy and Circus Reno (the “Tri-Properties”) continued throughout 2017. As of December 31, 2017, we have completed upgrades to nearly 1,000 hotel rooms and suites, updated food and beverage operations across the facilities with eight new or redesigned restaurants, cafes or bars, renovated the Carnival Midway, created new public spaces in all three properties and opened a new poker room and sports book.

~~A 118-room Hampton Inn Hotel at Scioto Downs developed by a third party opened in March 2017 and since opening has driven visitation and spend at the property.~~

With the completion of our acquisition of Isle, we continue to evaluate capital improvement plans across the newly acquired properties and plan upgrades to more than 1,200 hotel rooms and add a spa at our Black Hawk properties and ~~Brew Brothers~~ ~~branded outlets at certain Midwest properties in 2018.~~

•

~~Circus Reno/Silver Legacy Purchase~~–In conjunction with the acquisition of the Reno properties in November 2015, we paid $80.2 million in cash, comprised of the $72.5 million purchase price plus $7.7 million in estimated working capital adjustments and the assumption of the amounts outstanding under Silver Legacy’s senior secured term loan facility. An additional $0.5 million was subsequently paid representing the final working capital adjustment. We funded the purchase price for our acquisition of the Reno properties and repaid the borrowings outstanding under the Silver Legacy credit facility using a portion of the proceeds from the sale of our 7% senior notes, borrowings under our revolving credit facility and cash on hand. We recorded a $35.6 million gain related to the valuation of our pre-acquisition investment in the Silver Legacy Joint Venture and incurred acquisition costs totaling $2.5 million in 2015. We incurred an additional $0.6 million in acquisition charges in 2016. In 2015, we also expensed fees totaling $0.6 million related to our equity offering initially intended to fund our

acquisition of the Reno properties. These fees were expensed as a result of our election to fund the final component of our acquisition of the Reno properties with existing revolver capacity in lieu of an equity offering.

~~New Regulation~~– Effective January 1, 2016, the Ohio Lottery Commission enacted new regulation which resulted in the establishment of a $1.0 million progressive slot liability and a corresponding decrease in net slot win forproperties. During the year ended December 31, ~~2016. The changes are non-cash~~2022, we reached a final settlement agreement with the insurance carriers for the damage and ~~related~~disruption caused by Hurricane Laura to ~~jackpots established~~our Lake Charles property in ~~prior years. The net non-cash impact to Scioto Down’s gaming revenues and operating income was $1.0~~2020 for a total amount of $128 million, before our insurance deductible of $25 million. We recorded gains of $38 million and ~~$0.6~~$21 million ~~for~~during the ~~year~~years ended December 31, ~~2016, respectively.~~

2022 and 2021, respectively, which are included in Transaction and other costs in our Statements of Operations, as proceeds received for the cost to replace damaged property were in excess of respective carrying value of the assets.

Results of Operations

The following table highlights the results of our ~~operations (dollars~~operations:


	Years Ended December 31,
(Dollars in millions)	2023			2022			2021
Net revenues:
Las Vegas	$	4,470		$	4,287		$	3,409
Regional	5,778			5,704			5,537
Caesars Digital	973			548			337
Managed and Branded	307			282			278
Corporate and Other (a)	—			—			9
Total	$	11,528		$	10,821		$	9,570

Net income (loss)	$	828		$	(910)		$	(1,016)

Adjusted EBITDA (b):
Las Vegas	$	2,016		$	1,964		$	1,568
Regional	1,962			1,985			1,979
Caesars Digital	38			(666)			(476)
Managed and Branded	76			84			87
Corporate and Other (a)	(154)			(124)			(168)
Total	$	3,938		$	3,243		$	2,990

Net income (loss) margin	7.2		%	(8.4)		%	(10.6)		%
Adjusted EBITDA margin	34.2		%	30.0		%	31.2		%

___________________

(a)Corporate and Other includes revenues related to certain licensing arrangements and various revenue sharing agreements. 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”)” discussion later in ~~thousands):~~

Year Ended

December 31,

Change %

2017

2016

2015

2017 vs 2016

2016 vs 2015

Net revenues

$

1,473,504

$

892,896

$

719,784

65.0

%

24.1

%
Operating income

94,869

89,118

72,516

6.5

%

22.9

%
Net income

73,940

24,802

114,183

198.1

%

(78.3
)
%

~~Operating Results. Isle contributed $599.6 million~~this MD&A for a description of Adjusted EBITDA and a reconciliation of net ~~revenues from~~income (loss) to Adjusted EBITDA.

Consolidated comparison for the ~~date we acquired Isle through~~years ended December 31, ~~2017 consisting primarily~~2023, 2022 and 2021

The following table highlights the results of ~~gaming revenues. Including the incremental Isle net operating revenues, net revenues increased 65.0% for the~~our operations: Comparisons between 2023 and 2022 are described below. A discussion of changes in our results of operations between year ended December 31, ~~2017~~2022 compared to 2016. Excluding incremental Isle net revenues, net revenues declined 2.1% for the year ended December 31, 2017 compared to 2016 primarily due to decreased revenues associated with severe weather during the first2021 has been omitted from this Annual Report on Form 10-K and ~~third quarters~~can be found in “Item 7 - Management's Discussion and Analysis of ~~2017.~~

~~Net revenues increased 24.1% in 2016 compared to 2015 primarily due to incremental revenues attributable to the acquisition~~Financial Condition and Results of the Reno properties. These increases in net revenues were partially offset by decreases in net revenues in the South and East segments, which were mainly driven by declines at Mountaineer, in 2016 compared to 2015 due to lower casino revenues, attributable to a competitive opening in one of our feeder markets.

Operating income increased 6.5% for the year ended December 31, 2017 compared to 2016. This increase was primarily due to $82.3 million of incremental operating income contributed by Isle for the period from the date we acquired Isle through December 31, 2017 and a $20.0 million deposit recorded as operating income in conjunction with the termination of the sale our Lake Charles property. These increases were partially offset by the $83.6 million increase in transaction expenses associated with our acquisition of Isle and the $38.0 million impairment charge recorded in 2017 to reduce the carrying value of goodwill and/or trade names related to our Lake Charles, Lula and Vicksburg reporting units.

Operating income increased 22.9% in 2016 compared to 2015 due to higher net revenues combined with improved operating margins associated with company-wide cost savings initiatives and property enhancement capital expenditures. These increases in operating income were partially offset by incremental depreciation expense resulting from the acquisition of the Reno properties along with higher acquisition costs associated with our acquisition of Isle which was announced in September of 2016.

Net income increased 198.1% in 2017 compared to 2016 primarily due to the $112.4 million net adjustment to our deferred income tax benefit for the year ending December 31, 2017 as a result of the aforementioned corporate tax rate reduction due to the Tax Act, combined with the other factors impacting operating income. This increase was partially offset by higher interest expense resulting from the issuance of new debt and the loss on the early retirement of debt recorded in 2017.

Net income decreased 78.3% in 2016 compared to 2015 despite the increase in operating income. This decline was primarily driven by a $35.6 million gain related to the valuation of the Silver Legacy Joint Venture in conjunction with the acquisition of the Reno properties combined with a $69.6 million benefit for income taxes recorded in 2015. Additionally, net income in 2016 was impacted by transaction expenses totaling $9.2 million, primarily related to our acquisition of Isle, a $0.8 million loss on the sale and disposal of a building and equipment related to the closure of a detached fitness center facility at Mountaineer and incremental depreciation associated with assets purchased in the acquisition of the Reno properties. These declines in net income were partially offset by a $10.6 million decrease in interest expense in 2016 resulting from our refinancing in July 2015 and significant debt reductions throughout 2016.

~~Net Revenues and Operating Income~~

~~The following table highlights our net revenues and operating income (loss) by reportable segment (dollars in thousands):~~

Net Revenues for the Year Ended December 31,

Operating Income (Loss) for the Year Ended December 31,

2017

2016

2015

2017

2016

2015

West

$

405,202

$

321,922

$

127,802

$

66,329

$

41,620

$

13,989

Midwest

268,385

—

—

62,051

—

—

South

336,709

131,496

136,342

3,671

23,378

21,423

East

462,702

439,478

455,640

67,968

53,610

56,491

Corporate

506

—

—

(105,150
)

(29,490
)

(19,387
)
Total

$

1,473,504

$

892,896

$

719,784

$

94,869

$

89,118

$

72,516

Operations - Year Ended December 31, ~~2017~~2022 Compared to the Year Ended December 31, ~~2016~~

2021” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Table of Contents

Net Revenues

Net revenues ~~and operating expenses~~ were as ~~follows (dollars in thousands):~~

follows:

Year Ended

December 31,

2017

2016

Variance

Percent

Revenues:

Gaming and Pari-Mutuel Commissions:

West

$

250,463

$

173,439

$

77,024

44.4

%
Midwest

249,268

—

249,268

100.0

%
South

312,727

121,046

191,681

158.4

%
East

430,216

407,128

23,088

5.7

%
Total Gaming and Pari-Mutuel Commissions

1,242,674

701,613

541,061

77.1

%
Non-gaming:

West

211,000

193,529

17,471

9.0

%
Midwest

37,642

—

37,642

100.0

%
South

64,998

37,937

27,061

71.3

%
East

49,769

50,117

(348
)

(0.7
)
%
Corporate

506

—

506

100.0

%
Total Non-gaming

363,915

281,583

82,332

29.2

%
Total Gross Revenues

1,606,589

983,196

623,393

63.4

%
Promotional allowances:

West

(56,261
)

(45,046
)

(11,215
)

24.9

%
Midwest

(18,525
)

—

(18,525
)

100.0

%
South

(41,016
)

(27,487
)

(13,529
)

49.2

%
East

(17,283
)

(17,767
)

484

(2.7
)
%
Total Promotional Allowances

(133,085
)

(90,300
)

(42,785
)

47.4

%
Total Net Revenues

1,473,504

892,896

580,608

65.0

%
Expenses:

Gaming and Pari-Mutuel Commissions:

West

107,644

79,019

28,625

36.2

%
Midwest

110,897

—

110,897

100.0

%
South

164,012

66,459

97,553

146.8

%
East

269,318

254,634

14,684

5.8

%
Total Gaming and Pari-Mutuel Commissions

651,871

400,112

251,759

62.9

%
Non-gaming

West

101,914

102,063

(149
)

(0.1
)
%
Midwest

12,203

—

12,203

100.0

%
South

18,560

7,333

11,227

153.1

%
East

22,358

30,149

(7,791
)

(25.8
)
%
Total Non-gaming

155,035

139,545

15,490

11.1

%

Marketing and promotions

82,525

40,600

41,925

103.3

%
General and administrative

241,095

130,172

110,923

85.2

%
Corporate

30,739

19,880

10,859

54.6

%
Impairment charges

38,016

—

38,016

100.0

%
Depreciation and amortization

105,891

63,449

42,442

66.9

%
Total Operating Expenses

$

1,305,172

$

793,758

$

511,414

64.4

%


	Years Ended December 31,						Variance		Percent Change		Variance		Percent Change
(Dollars in millions)	2023		2022		2021		2023 vs 2022				2022 vs 2021
Casino	$	6,367	$	5,997	$	5,827	$	370	6.2	%	$	170	2.9	%
Food and beverage	1,728		1,596		1,140		132		8.3	%	456		40.0	%
Hotel	2,090		1,957		1,551		133		6.8	%	406		26.2	%
Other	1,343		1,271		1,052		72		5.7	%	219		20.8	%
Net Revenues	$	11,528	$	10,821	$	9,570	$	707	6.5	%	$	1,251	13.1	%

~~Gaming Revenues and Pari-Mutuel Commissions.~~ ~~Isle contributed $558.2 million of gaming~~

Consolidated net revenues ~~and pari-mutuel commissions for the period from the date we acquired Isle through December 31, 2017 resulting in an increase of 77.1%~~increased for the year ended December 31, ~~2017 compared to 2016.~~

~~Excluding incremental Isle gaming revenues and pari-mutuel commissions of $558.2 million, gaming revenues declined 2.5% for the year ended December 31, 2017 compared to 2016~~2023 primarily due to ~~a decrease in~~higher gaming revenues ~~across all segments. The decline~~ in the ~~West~~Caesars Digital segment ~~was mainly attributable~~resulting from higher sports betting hold and additional state launches of our online and retail Caesars Sportsbooks. Promotional allowances offered during launches in new jurisdictions were significantly reduced year over year. Hotel occupancy rates within the Las Vegas segment continued to ~~decreases~~improve as compared to the same prior year periods and also contributed to the increase in ~~visitor traffic due to severe weather~~net revenues. The Regional segment benefited from the ~~northern Nevada region experienced throughout~~opening of two temporary gaming facilities, Caesars Virginia on May 15, 2023 and Harrah’s Columbus Nebraska on June 12, 2023, as well as the reopening of Horseshoe Lake Charles in December 2022. Further, the Omicron variant of COVID-19 negatively impacted prior year results during the first quarter of ~~2017 that resulted~~2022 across substantially all of our properties, including disruptions to group and conventions, banquets, and scheduled concert events. These improved results were partially offset by increased competition associated with new casino resorts opening in ~~limited access from~~some of our ~~main feeder~~regional markets, ~~combined with the absence of a major bowling tournament in the Reno market. Additionally, reductions in gaming volume driven by decreased high-end play, the continued weakness in the energy sector~~construction disruptions, and ~~historically lower table games hold percentage impacted the Shreveport market and severe~~inclement weather ~~in the third quarter of 2017 negatively impacted the South segment in 2017. Efforts to eliminate unprofitable gaming play via reductions in marketing promotions and incentives~~ across the ~~properties also contributed to the declines~~country, particularly in ~~casino volume and positively impacted margins across all segments.~~

~~Non-gaming Revenues. Isle contributed $91.7 million of non-gaming revenues for the period from the date we acquired Isle through December 31, 2017 resulting in an increase of 29.2% over 2016.~~

Excluding incremental Isle non-gaming revenues of $91.7 million, non-gaming revenues decreased 3.3% for the year ended December 31, 2017 compared to 2016. The West segment declined for the year ended December 31, 2017 compared to 2016 principally due to lower hotel, food and beverage revenues resulting from reduced customer traffic due to fewer convention room nights, severe weather in the northern Nevada, ~~region throughout~~which restricted travel in the first quarter of ~~2017~~2023. The Company continues to expand partnerships with iconic entertainers to host concerts and ~~the absence of a major bowling tournament during 2017. The South segment decrease in non-gaming revenues for the year ended December 31, 2017 compared~~performances, and celebrity chefs to ~~2016 was primarily due to decreased~~offer new food and beverage ~~revenues~~venues to drive new and repeat visitation to our properties.

Operating Expenses

Operating expenses were as follows:


	Years Ended December 31,						Variance		Percent Change		Variance		Percent Change
(Dollars in millions)	2023		2022		2021		2023 vs 2022				2022 vs 2021
Casino	$	3,342	$	3,526	$	3,129	$	(184)	(5.2)	%	$	397	12.7	%
Food and beverage	1,049		935		707		114		12.2	%	228		32.2	%
Hotel	570		529		438		41		7.8	%	91		20.8	%
Other	434		411		373		23		5.6	%	38		10.2	%
General and administrative	2,012		2,068		1,782		(56)		(2.7)	%	286		16.0	%
Corporate	306		286		309		20		7.0	%	(23)		(7.4)	%
Impairment charges	95		108		102		(13)		(12.0)	%	6		5.9	%
Depreciation and amortization	1,261		1,205		1,126		56		4.6	%	79		7.0	%
Transaction and other costs, net	(13)		14		144		(27)		*		(130)		(90.3)	%
Total operating expenses	$	9,056	$	9,082	$	8,110	$	(26)	(0.3)	%	$	972	12.0	%

___________________

* Not meaningful.

Casino expenses consist primarily of salaries and wages associated with ~~revisions~~our gaming operations, gaming taxes and marketing and promotions attributable to ~~marketing strategies resulting in fewer complimentary~~our Caesars Digital segment. Food and beverage expenses consist principally of salaries and wages and costs of goods sold associated with our food ~~offers~~ and ~~severe weather negatively impacting visitation in 2017. Non-gaming revenues in the East segment~~beverage operations. Hotel expenses consist principally of salaries and wages, supplies and costs of services associated with our hotel operations. Other expenses consist principally of salaries and wages and costs of goods sold associated with our retail, entertainment and other operations.

Casino expenses decreased for the year ended December 31, ~~2017~~2023 as compared to ~~2016 primarily~~the same prior year period due to ~~decreased~~a reduction in advertising costs from the promotion of our Caesars Sportsbook app and Caesars Digital’s expansion into new jurisdictions, particularly in the first quarter of 2022. Food and beverage and hotel expenses have increased in connection with increased revenues; however, we continue to focus on labor efficiencies to manage rising labor costs and strategically manage our marketing and advertising spend to reduce our casino expenses. Similarly, we continue to manage recent increases in food costs by focusing on efficiencies within food and beverage ~~revenues resulting from reductions in complimentary food offers~~venues and menu options.

Table of Contents

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, and property taxes. General and administrative expenses also include other marketing expenses indirectly related to our gaming and non-gaming operations.

Corporate expenses include unallocated expenses such as payroll, inclusive of the ~~consolidation of restaurants in an effort~~annual bonus, stock-based compensation, professional fees, and other various expenses not directly related to ~~maximize capacity utilization.~~

~~Promotional Allowances. Promotional allowances, expressed as a percentage of gaming revenues~~the Company’s operations.

Transaction and ~~pari-mutuel commissions, decreased to 10.7%~~other costs, net for the year ended December 31, ~~2017 compared to 12.9%~~2023 primarily includes non-cash changes in ~~2016. This decline was primarily due to strategic revisions to promotional offers across all segments combined~~equity method investments and a gain of $29 million associated with ~~the incremental revenues contributed by the Isle properties, which historically have lower promotional allowances as a percentage of gaming revenues.~~

~~Gaming Expenses and Pari-Mutuel Commissions. Isle contributed $269.5 million of gaming expenses and pari-mutuel commissions for the period~~proceeds received from the ~~date we acquired Isle through December 31, 2017 resulting~~sale of a potential insurance recovery. Offsetting these costs are non-cash losses on the write down and disposal of assets and pre-opening costs in ~~an increase of 62.9% over 2016.~~

~~Excluding incremental Isle gaming expenses~~connection with new temporary facility openings. Transaction and ~~pari-mutuel commissions, gaming expenses and pari-mutuel commissions decreased 4.1%~~other costs, net for the year ended December 31, ~~2017~~2022 primarily represents professional services for integration activities and various contract exit or termination costs, offset by a $38 million gain in the first quarter of 2022 resulting from insurance proceeds received in excess of the respective carrying value of damaged assets associated with our Lake Charles property.

Other Expense

Other expense was as follows:


	Years Ended December 31,						Variance		Percent Change		Variance		Percent Change
(Dollars in millions)	2023		2022		2021		2023 vs 2022				2022 vs 2021
Interest expense, net	$	(2,342)	$	(2,265)	$	(2,295)	$	(77)	(3.4)	%	$	30	1.3	%
Loss on extinguishment of debt	(200)		(85)		(236)		(115)		(135.3)	%	151		64.0	%
Other income (loss)	10		46		(198)		(36)		(78.3)	%	244		*
Benefit for income taxes	888		41		283		847		*		(242)		(85.5)	%

___________________

* Not meaningful.

For the year ended December 31, 2023, interest expense, net increased year over year due to annual escalators in our financing obligations related to our VICI Leases, including escalators based on the Consumer Price Index (“CPI”) that take effect in November of each year. In addition, although we have reduced our outstanding debt, rising interest rates have negatively impacted our borrowing rates and resulted in interest expense related to debt service to be flat compared to ~~2016~~the prior year.

For the years ended December 31, 2023 and 2022, loss on extinguishment of debt was primarily ~~due to decreases in gaming volume combined with savings initiatives targeted at reducing variable expenses along with continued synergies~~ related to the ~~integration~~prepayments of the ~~Reno properties in~~Caesars Resort Collection (“CRC”) Term Loan and the ~~West segment. Additionally, successful efforts to control costs and maximize departmental profit across all segments also drove~~CRC Incremental Term Loan. In addition, on July 17, 2023, we repaid the ~~decline in expenses during the current period.~~

~~Non-gaming Expenses.~~ ~~Isle contributed $30.1 million of non-gaming expenses for the period from the date we acquired Isle through December 31, 2017 resulting in an increase of 11.1% over 2016.~~

~~Excluding incremental Isle non-gaming expenses, non-gaming expenses~~Baltimore Term Loan.

Other income decreased ~~11.8%~~ for the year ended December 31, ~~2017~~2023, as compared to ~~2016~~prior year, mainly due to a change in ~~conjunction with non-gaming revenue declines~~the fair value of foreign exchange forward contracts and ~~successful efforts~~a gain related to ~~control costs~~the resolution of a disputed claims liability, offset by the change in fair value of investments, all of which were recorded in the prior year.

The income tax benefit was $888 million for 2023 and ~~maximize profit across all segments.~~

~~Marketing~~$41 million for 2022. The reported income tax benefit in 2023 differed from the statutory income tax benefit primarily due to the partial release of federal and ~~Promotions Expenses. Isle contributed $35.8~~state valuation allowances. During the second quarter of 2023, we reversed the valuation allowance related to certain deferred tax assets and recorded a one-time income tax benefit of $940 million, as we determined it was more likely than not that a portion of ~~marketing~~our federal and ~~promotions expense~~state deferred tax assets would be realized. Refer to Item 8. - Note 17 for the ~~period from~~effective income tax rate reconciliation.

Table of Contents

Segment comparison for the ~~date we acquired Isle through~~years ended December 31, ~~2017 resulting~~2023, 2022 and 2021

Las Vegas Segment


	Years Ended December 31,									Variance		Percent Change		Variance		Percent Change
(Dollars in millions)	2023			2022			2021			2023 vs 2022				2022 vs 2021
Revenues:
Casino	$	1,212		$	1,247		$	1,226		$	(35)	(2.8)	%	$	21	1.7	%
Food and beverage	1,152			1,063			702			89		8.4	%	361		51.4	%
Hotel	1,447			1,341			968			106		7.9	%	373		38.5	%
Other	659			636			513			23		3.6	%	123		24.0	%
Net revenues	$	4,470		$	4,287		$	3,409		$	183	4.3	%	$	878	25.8	%

Table game drop	$	3,428		$	3,464		$	3,088		$	(36)	(1.0)	%	$	376	12.2	%
Table game hold %	22.2		%	22.0		%	20.2		%			0.2 pts				1.8 pts
Slot handle	$	11,057		$	10,718		$	10,309		$	339	3.2	%	$	409	4.0	%

Hotel occupancy	96.8		%	92.2		%	82.1		%			4.6 pts				10.1 pts

Adjusted EBITDA	$	2,016		$	1,964		$	1,568		$	52	2.6	%	$	396	25.3	%
Adjusted EBITDA margin	45.1		%	45.8		%	46.0		%			(0.7) pts				(0.2) pts

Net income attributable to Caesars	$	1,042		$	1,021		$	641		$	21	2.1	%	$	380	59.3	%

The Las Vegas segment’s net revenues, net income and Adjusted EBITDA increased year over year primarily due to higher hotel, food and beverage and entertainment revenues. The increase in food and beverage revenues was mainly driven by higher restaurant covers and improved product mix associated with the additions of new casual and premier dining venues. Other revenue increased primarily due to entertainment revenues attributable to an increase in both the quality and number of ~~103.3% over 2016.~~

~~Excluding incremental Isle marketing~~headliner performances in the current year compared to prior year. In addition, during the first quarter of 2022, the resurgence of the Omicron variant of COVID-19 had a significant negative impact on visitation, group and ~~promotions expenses, consolidated marketing~~conventions, and ~~promotions expense~~scheduled concert events. As a result, the Las Vegas segment experienced increased ~~15.1%~~visitation during 2023 compared to the prior year which has driven higher hotel occupancy, improved room rates, higher food and beverage revenues and additional entertainment revenues.

The increases in net revenues, net income and Adjusted EBITDA were partially offset by growth in overall union and non-union wages and headcount. Additionally, our Las Vegas segment experienced challenges in the middle of 2023, related to construction disruption and roadwork on the Las Vegas Strip. As a result, the Las Vegas segment’s Adjusted EBITDA margin decreased slightly as compared to the prior year.

Slot win percentage in the Las Vegas segment during the year ended December 31, 2023 was within our typical range.

Table of Contents

Regional Segment


	Years Ended December 31,									Variance		Percent Change		Variance		Percent Change
(Dollars in millions)	2023			2022			2021			2023 vs 2022				2022 vs 2021
Revenues:
Casino	$	4,272		$	4,291		$	4,305		$	(19)	(0.4)	%	$	(14)	(0.3)	%
Food and beverage	576			533			438			43		8.1	%	95		21.7	%
Hotel	643			616			583			27		4.4	%	33		5.7	%
Other	287			264			211			23		8.7	%	53		25.1	%
Net revenues	$	5,778		$	5,704		$	5,537		$	74	1.3	%	$	167	3.0	%

Table game drop	$	4,188		$	4,270		$	4,163		$	(82)	(1.9)	%	$	107	2.6	%
Table game hold %	21.7		%	22.0		%	21.0		%			(0.3) pts				1 pts
Slot handle	$	43,211		$	42,853		$	42,873		$	358	0.8	%	$	(20)	—	%

Adjusted EBITDA	$	1,962		$	1,985		$	1,979		$	(23)	(1.2)	%	$	6	0.3	%
Adjusted EBITDA margin	34.0		%	34.8		%	35.7		%			(0.8) pts				(0.9) pts

Net income attributable to Caesars	$	377		$	463		$	637		$	(86)	(18.6)	%	$	(174)	(27.3)	%

The Regional segment’s net revenues increased for the year ended December 31, ~~2017~~2023 compared to ~~2016. This increase was~~the same prior year period, primarily ~~attributable~~related to ~~marketing promotional costs~~incremental net revenues generated from the reopening of Horseshoe Lake Charles in the fourth quarter of 2022 and the opening of our temporary gaming facilities at Caesars Virginia on May 15, 2023 and Harrah’s Columbus Nebraska on June 12, 2023. These increases were partially offset by competition associated with new casino ~~initiatives that are charged~~resorts opening in some of our regional markets, construction disruption from renovation projects at certain of our properties and inclement weather across the country, particularly in northern Nevada, which restricted travel in the first quarter of 2023. In addition, wage and headcount increases resulted in higher labor costs during the current year. Increased interest expense associated with our VICI Leases and additional depreciation expense related to ~~this category~~our new gaming facilities led to ~~provide consistency among properties following our acquisition of Isle.~~

~~General and Administrative Expenses. Isle contributed $113.6 million of general and administrative expense for~~a decline in net income as compared to the ~~period from~~same prior year period. As a result, Adjusted EBITDA decreased as compared to the ~~date we acquired Isle through~~prior year.

Slot win percentage in the Regional segment during the year ended December 31, ~~2017 resulting in an increase~~2023 was within our typical range.

Table of ~~85.2% over 2016.~~

~~Excluding incremental Isle general~~Contents

Caesars Digital Segment


	Years Ended December 31,									Variance		Percent Change		Variance		Percent Change
(Dollars in millions)	2023			2022			2021			2023 vs 2022				2022 vs 2021
Revenues:
Casino (a)	$	886		$	462		$	296		$	424	91.8	%	$	166	56.1	%

Other	87			86			41			1		1.2	%	45		109.8	%
Net revenues	$	973		$	548		$	337		$	425	77.6	%	$	211	62.6	%

Sports betting handle (b)	$	12,089		$	12,801		$	6,046		$	(712)	(5.6)	%	$	6,755	111.7	%
Sports betting hold %	6.3		%	5.4		%	4.3		%			0.9 pts				1.1 pts

iGaming handle	$	10,622		$	8,073		$	5,621		$	2,549	31.6	%	$	2,452	43.6	%
iGaming hold %	3.1		%	3.2		%	3.3		%			(0.1) pts				(0.1) pts

Adjusted EBITDA	$	38		$	(666)		$	(476)		$	704	*		$	(190)	(39.9)	%
Adjusted EBITDA margin	3.9		%	(121.5)		%	(141.2)		%			*				19.7 pts

Net loss attributable to Caesars	$	(91)		$	(790)		$	(580)		$	699	88.5	%	$	(210)	(36.2)	%

___________________

* Not meaningful.

(a)Includes total promotional and ~~administrative expenses, consolidated general~~complimentary incentives related to sports betting, iGaming, and ~~administrative expenses decreased 1.4%~~poker of $253 million, $542 million and $187 million for the year ended December 31, ~~2017 compared to 2016. Savings associated with lower property~~2023, 2022 and ~~general liability insurance costs~~2021, respectively. Promotional and complimentary incentives for poker were ~~partially offset by higher expenses associated with information systems maintenance contracts~~$14 million, $21 million and ~~professional services. These incremental costs resulted from information technology infrastructure projects targeted at consolidating systems for future savings and efficiencies.~~

~~Corporate Expenses~~. For the year ended December 31, 2017 compared to 2016, corporate expenses increased due to payroll and other expenses associated with additional corporate expenses driven by growth related to the Isle acquisition. Also, the increase was the result of higher stock compensation expense$18 million for the year ended December 31, ~~2017 compared to 2016 due to the three-year vesting schedule associated with our long-term incentive plan established in 2015 resulting in three years of grants~~2023, 2022 and ~~related expense in 2017 versus two years of grants~~2021, respectively.

(b)Caesars Digital generated an additional $1.1 billion, $1.2 billion and ~~related expense in 2016.~~

~~Impairment Charges.~~ During the fourth quarter of 2017, we conducted annual impairment tests of our intangible assets. Based on less than expected operating performance and projected future operating results, it was determined that the value of goodwill and/or trade names associated with our Lake Charles, Vicksburg and Lula reporting units were impaired resulting in impairment charges totaling $38.0 million ($34.9 million related to goodwill and $3.1 million related to trade names) recorded in the current year.

~~Depreciation and Amortization Expense. Isle contributed $47.1~~$706 million of ~~depreciation expense for the period from the date we acquired Isle through December 31, 2017 resulting in an increase of 66.9% over 2016.~~

~~Excluding incremental Isle depreciation and amortization expense, depreciation and amortization expense decreased 7.3%~~sports betting handle for the year ended December 31, ~~2017 compared to 2016 mainly due to lower depreciation~~2023, 2022 and 2021, 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, ~~segments due to assets becoming fully depreciated.~~

~~Benefit (Provision) for Income Taxes. As further explained below in “Critical Accounting Policies – Income Taxes~~,” on December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act. The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, reducing the U.S. federal corporate tax rate from 35% to 21%. In connection with our initial analysisor a share of, the ~~impact of the Tax Act, for certain of our~~ net ~~deferred tax liabilities, we have recorded a decrease of $112.4 million, net of the~~profits. Hold related ~~change in valuation allowance, with a corresponding net adjustment~~ to ~~deferred income tax benefit~~these operations was 10.4%, 11.0% and 9.7% for the year ~~ending~~ended December 31, ~~2017~~2023, 2022 and 2021, respectively. Sports betting handle includes $45 million, $50 million and $40 million for the year ended December 31, 2023, 2022 and 2021, respectively, related to horse racing and pari-mutuel wagers.

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

Caesars Digital’s net revenues, net loss, Adjusted EBITDA, and Adjusted EBITDA margin improved for the year ended December 31, 2023, as compared to prior year, primarily due to higher sports betting hold combined with lower year over year promotional and marketing expenses for launches in new states and jurisdictions in 2023. The increase in iGaming handle was slightly offset by decreased hold during the period. During the third quarter of 2023, we completed the migration of sports betting operations in Nevada to the Liberty platform and launched our new Caesars Palace Online Casino application in states and territories where we operate iGaming.

We experienced negative net revenue in the first quarter of 2022 as a result of increased promotional offerings for new state launches in New York and Louisiana. We have refined our promotional intensity during the ~~corporate rate reduction.~~

launch period in new jurisdictions based, in part, on prior experience and do not expect such investments to continue at elevated levels subsequent to initial launch periods.

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.

~~Year Ended~~

Sports betting and iGaming hold percentages for the year ended December 31, ~~2016 Compared~~2023 were within our typical range.

Table of Contents

Managed and Branded Segment


	Years Ended December 31,									Variance		Percent Change		Variance		Percent Change
(Dollars in millions)	2023			2022			2021			2023 vs 2022				2022 vs 2021
Revenues:



Other	$	307		$	282		$	278		$	25	8.9	%	$	4	1.4	%
Net revenues	$	307		$	282		$	278		$	25	8.9	%	$	4	1.4	%

Adjusted EBITDA	$	76		$	84		$	87		$	(8)	(9.5)	%	$	(3)	(3.4)	%
Adjusted EBITDA margin	24.8		%	29.8		%	31.3		%			(5) pts				(1.5) pts

Net income (loss) attributable to Caesars	$	101		$	(301)		$	68		$	402	*		$	(369)	*

___________________

* Not meaningful.

We manage several properties and license rights to the ~~Year Ended December 31, 2015~~

~~Net revenues and operating expenses were as follows (dollars in thousands):~~

Year Ended

December 31,

2016

2015

Variance

Percent

Revenues:

Gaming and Pari-Mutuel Commissions:

West

$

173,439

$

74,626

$

98,813

132.4

%
Midwest

—

—

—

—

%
South

121,046

125,371

(4,325
)

(3.4
)
%
East

407,128

423,261

(16,133
)

(3.8
)
%
Total Gaming and Pari-Mutuel Commissions

701,613

623,258

78,355

12.6

%
Non-gaming:

West

193,529

72,214

121,315

168.0

%
Midwest

—

—

—

—

%
South

37,937

37,273

664

1.8

%
East

50,117

51,796

(1,679
)

(3.2
)
%
Total Non-gaming

281,583

161,283

120,300

74.6

%
Total Gross Revenues

983,196

784,541

198,655

25.3

%
Promotional allowances:

West

(45,046
)

(19,038
)

(26,008
)

136.6

%
Midwest

—

—

—

—

%
South

(27,487
)

(26,302
)

(1,185
)

4.5

%
East

(17,767
)

(19,417
)

1,650

(8.5
)
%
Total Promotional Allowances

(90,300
)

(64,757
)

(25,543
)

39.4

%
Total Net Revenues

892,896

719,784

173,112

24.1

%
Expenses:

Gaming and Pari-Mutuel Commissions:

West

79,019

32,908

46,111

140.1

%
Midwest

—

—

—

—

%
South

66,459

69,826

(3,367
)

(4.8
)
%
East

254,634

264,811

(10,177
)

(3.8
)
%
Total Gaming and Pari-Mutuel Commissions

400,112

367,545

32,567

8.9

%
Non-gaming

West

102,063

41,798

60,265

144.2

%
Midwest

—

—

—

—

%
South

7,333

8,134

(801
)

(9.8
)
%
East

30,149

29,306

843

2.9

%
Total Non-gaming

139,545

79,238

60,307

76.1

%

Marketing and promotions

40,600

31,227

9,373

30.0

%
General and administrative

130,172

96,870

33,302

34.4

%
Corporate

19,880

16,469

3,411

20.7

%
Depreciation and amortization

63,449

56,921

6,528

11.5

%
Total Operating Expenses

$

793,758

$

648,270

$

145,488

22.4

%

~~Gaming Revenues and Pari-Mutuel Commissions.~~ ~~West gaming revenues increased 132.4% in 2016 compared to 2015~~use of our brands. These revenue agreements typically include reimbursement of certain costs that we incur directly. Such costs are primarily due to incremental gaming revenues attributable to the acquisition of the Reno properties combined with improvements in gaming revenues at Eldorado Reno. Gaming revenues in the South segment decreased 3.4% in 2016 compared to 2015 due to declines in casino volume primarily due to decreased high limit play and the continued weakness in the energy sector negatively impacting the Shreveport market. Gaming revenues and pari-mutuel commissions in the East segment declined 3.8% in 2016 compared to 2015 mainly due to lower gaming revenues at Mountaineer associated with the smoking ban that has negatively impacted the property’s operations. This decrease was partially offset by continued improvements in gaming revenues at Scioto Downs in 2016 compared to 2015, despite the $1.0 million impact of the progressive liability change related to ~~prior years during the first quarter of 2016.~~

~~Non-gaming Revenues~~. Non-gaming revenues increased 168.0% in 2016 compared to 2015 due to incremental non-gaming revenues consisting of food, beverage, hotel, entertainment, retail and other revenues in the West segment primarily as a result of the acquisition of the Reno properties combined with an increase in non-gaming revenues at Eldorado Reno. The South segment’s non-gaming revenues increased 1.8% in 2016 compared to 2015 mainly due to higher food and beverage revenues due to selective menu price increases and higher beverage complimentaries. The East segment posted a decrease in non-gaming revenues primarily due to the declines resulting from strategic changes in promotional offers along with additional volume declines at Mountaineer associated with the smoking ban impact.~~These decreases were partially offset by incremental non-gaming revenues at Scioto Downs in 2016 compared to 2015 attributable to the opening of~~ ~~The Brew Brothers~~ ~~in October 2015.~~

~~Promotional Allowances~~. Promotional allowances, expressed as a percentage of gaming revenues and pari-mutuel commissions, increased to 12.9% in 2016 compared to 10.4% in 2015. In 2016, West promotional allowances, as a percentage of gaming revenues remained relatively flat to 2015 at 26.0%. South promotional allowances, as a percentage of gaming revenues, increased to 22.7% in 2016 from 21.0% in 2015 in conjunction with higher beverage complimentaries. The East segment’s promotional allowances in 2016 declined to 4.4% as a percentage of the segment’s gaming revenues and pari-mutuel commissions compared to 4.6% in 2015. Reductions in promotional allowances, as a percentage of gaming revenues and pari-mutuel commissions in the East segment, were due to continued strategic revisions to promotional offers in an effort to increase margins and maximize profitability.

~~Gaming Expenses and Pari-Mutuel Commissions~~. West gaming expenses increased 140.1% in 2016 compared to 2015 primarily due to incremental gaming expenses as a result of the acquisition of the Reno properties along with an increase in gaming expenses at Eldorado Reno in conjunction with increased gaming revenues. South gaming expenses decreased 4.8% in 2016 compared to 2015 as a result of lower gaming revenues combined with efforts to reduce variable operating costs. The East segment’s gaming expenses and pari-mutuel commissions declined 3.8% in 2016 compared to 2015 primarily due lower gaming expenses commensurate with decreased gaming revenues.

~~Non-gaming Expenses.~~ West non-gaming expenses increased 144.2% in 2016 compared to 2015. This growth was driven by higher West non-gaming expenses due to incremental expenses associated with the acquisition of the Reno properties. Non-gaming expenses in the South segment declined 9.8% mainly due to successful efforts to controlpayroll costs ~~while the East segment’s non-gaming expenses increased 2.9% in 2016 compared to 2015 as a result of incremental volume generated by the addition of~~ ~~The Brew Brothers~~ ~~at Scioto Downs in October 2015.~~

~~Marketing and Promotions Expenses~~. Consolidated marketing and promotions expense increased 30.0% in 2016 compared to 2015. This increase was primarily attributable to incremental expenses in the West segment associated with the acquisition of the Reno properties along with higher expenses associated with a shift in promotional spend in the East segment. These increases in the East segment were offset by a decline in the South segment due to efforts to reduce advertising and promotional costs to maximize profitability.

~~General and Administrative Expenses. Total general and administrative expenses increased 34.4% in 2016 compared to 2015 primarily due to incremental expenses in the West segment resulting from the operation~~incurred on behalf of the properties ~~purchased~~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 ~~the acquisition of the Reno properties offset by declines in the South~~net revenues and ~~East segments due~~total operating expenses related to ~~continued efforts to decrease variable expenses via cost savings initiatives.~~

~~Corporate Expenses~~. Corporate expenses totaled $19.9 million in 2016 compared to $16.5 million in 2015. This increase was partially due to higher payroll related expenditures at the corporate level subsequent to the acquisition of the Reno properties in addition to an executive team restructuring that took place during the first quarter of 2016. This restructuring resulted in the reallocation of property executive management to corporate in order to more fully utilize their skills across defined regions. This increase was partially offset by declines in general and administrative costs at the property level in 2016 compared to 2015. Additionally, $1.5 million of severance costs werethese reimbursable costs. In September 2023, we recorded ~~in 2016 along with $0.8~~$25 million of additional ~~stock-based compensation expense as a result of severance~~other revenue related ~~restricted stock units becoming fully vested in 2016. Also, stock compensation expense was higher for in 2016 compared~~ to 2015 due to our three year vesting schedule associated with our long-term incentive plan established in 2015 resulting in two years of grants expensed in 2016 versus one year of grants expensed in 2015.

~~Depreciation and Amortization Expense. Total depreciation and amortization expense increased 11.5% in 2016 compared to 2015 mainly due to additional depreciation expense associated with acquired assets in conjunction with~~ the ~~acquisition~~termination of the Reno properties. The West, South and East segments contributed $20.2 million, $7.9 million and $34.9 million, respectively, of depreciation and amortization expense in 2016 compared to $9.5 million, $7.6 million and $39.3 million in 2015, respectively.

Caesars Dubai management agreement, which has been excluded from Adjusted EBITDA.


	Years Ended December 31,						Variance		Percent Change		Variance		Percent Change
(Dollars in millions)	2023		2022		2021		2023 vs 2022				2022 vs 2021
Reimbursable management revenue	$	206	$	198	$	191	$	8	4.0	%	$	7	3.7	%
Reimbursable management cost	206		198		191		8		4.0	%	7		3.7	%

Corporate & Other


	Years Ended December 31,						Variance		Percent Change		Variance		Percent Change
(Dollars in millions)	2023		2022		2021		2023 vs 2022				2022 vs 2021
Revenues:
Casino	$	(3)	$	(3)	$	—	$	—	—	%	$	(3)	*

Other	3		3		9		—		—	%	(6)		(66.7)	%
Net revenues	$	—	$	—	$	9	$	—	*		$	(9)	(100.0)	%

Adjusted EBITDA	$	(154)	$	(124)	$	(168)	$	(30)	(24.2)	%	$	44	26.2	%

___________________

* Not meaningful.

Supplemental Unaudited Presentation of Consolidated Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) for the Years Ended December 31, ~~2017~~2023, 2022 and ~~2016~~

2021

Adjusted EBITDA ~~(defined~~(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 ~~the Company’s~~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 ~~operating~~net income (loss) before interest income or interest expense net of interest capitalized, (benefit) provision for income taxes, depreciation and amortization, ~~stock based~~stock-based compensation ~~transaction expenses, S-1 expenses, severance~~ expense, (gain) loss on extinguishment of debt, impairment charges, other (income) loss, net income ~~related~~(loss) attributable to ~~the termination of the Lake Charles sale,~~noncontrolling interests, transaction costs associated with our acquisitions, developments, and divestitures, and non-cash changes in equity method investments. Adjusted EBITDA also excludes the ~~terminated Lake Charles sale, impairment charges, equity~~expense associated with certain of our leases as these transactions were accounted for as financing obligations and the associated expense is included in income of unconsolidated affiliates, (gain) loss on the sale or disposal of property and equipment, and other regulatory gaming assessments, including the impact of the change in regulatory reporting requirements, to the extent that such items existed in the periods presented.interest expense. Adjusted EBITDA is not

Table of Contents

a measure of performance or liquidity calculated in accordance with ~~accounting principles generally accepted in the United States~~ ~~(“US GAAP”),~~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 ~~certain regulatory gaming assessments,~~payments under our leases with 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 table summarizes our Adjusted EBITDA for ~~our operating segments for~~ the years ended December 31, ~~2017~~2023, 2022 and ~~2016,~~2021 in addition to reconciling net income (loss) to Adjusted EBITDA ~~to operating income (loss)~~ in accordance with US GAAP ~~(unaudited,~~(unaudited):


	Years Ended December 31,
(In millions)	2023		2022		2021
Net income (loss) attributable to Caesars	$	786	$	(899)	$	(1,019)
Net income (loss) attributable to noncontrolling interests	42		(11)		3
Discontinued operations, net of income taxes	—		386		30
Benefit for income taxes	(888)		(41)		(283)
Other (income) loss (a)	(10)		(46)		198
Loss on extinguishment of debt	200		85		236
Interest expense, net	2,342		2,265		2,295
Impairment charges	95		108		102
Depreciation and amortization	1,261		1,205		1,126
Transaction costs and other (b)	6		90		220
Stock-based compensation expense	104		101		82

Adjusted EBITDA	3,938		3,243		2,990
Pre-consolidation, pre-acquisition, and pre-disposition EBITDA, net (c)	(15)		(20)		(23)
Total Adjusted EBITDA	$	3,923	$	3,223	$	2,967

____________________

(a)Other (income) loss primarily includes the net changes in ~~thousands):~~

Year Ended December 31, 2017

Operating
Income (Loss)

Depreciation and Amortization

Stock-Based Compensation

Transaction Expenses⁽⁵⁾

Other ⁽⁶⁾

Adjusted
EBITDA

Excluding Pre-Acquisition:

West

$

66,329

$

26,950

$

182

$

—

$

364

$

93,825

Midwest

62,051

20,997

210

—

193

83,451

South

3,671

25,307

147

—

41,144

70,269

East

67,968

30,517

14

—

369

98,868

Corporate and Other

(105,150
)

2,120

5,769

92,777

(19,689
)

(24,173
)
Total Excluding Pre-Acquisition

$

94,869

$

105,891

$

6,322

$

92,777

$

22,381

$

322,240

Pre-Acquisition (1):

West

$

9,525

$

3,694

$

8

$

—

$

4

$

13,231

Midwest

34,819

11,952

51

—

34

46,856

South

25,086

5,693

35

—

184

30,998

East

(1,072
)

952

—

—

—

(120
)
Corporate and Other

(8,811
)

371

1,631

286

527

(5,996
)
Total Pre-Acquisition

$

59,547

$

22,662

$

1,725

$

286

$

749

$

84,969

Including Pre-Acquisition:

West

$

75,854

$

30,644

$

190

$

—

$

368

$

107,056

Midwest

96,870

32,949

261

—

227

130,307

South

28,757

31,000

182

—

41,328

101,267

East

66,896

31,469

14

—

369

98,748

Corporate and Other

(113,961
)

2,491

7,400

93,063

(19,162
)

(30,169
)
Total Including Pre-Acquisition (2)

$

154,416

$

128,553

$

8,047

$

93,063

$

23,130

$

407,209

Year Ended December 31, 2016

Operating
Income (Loss)

Depreciation and Amortization

Stock-Based Compensation

Transaction Expenses⁽⁵⁾

Other ⁽⁶⁾

Adjusted
EBITDA

Excluding Pre-Acquisition:

West

$

41,620

$

20,220

$

—

$

—

$

493

$

62,333

Midwest

—

—

—

—

—

—

South

23,378

7,861

—

—

(41
)

31,198

East

53,610

34,887

—

—

1,338

89,835

Corporate and Other

(29,490
)

481

3,341

9,182

1,406

(15,080
)
Total Excluding Pre-Acquisition

$

89,118

$

63,449

$

3,341

$

9,182

$

3,196

$

168,286

Pre-Acquisition (3):

West

$

25,682

$

8,901

$

38

$

—

$

—

$

34,621

Midwest

84,265

38,720

166

—

(247
)

122,904

South

49,112

23,793

118

—

533

73,556

East

(4,687
)

3,565

—

—

—

(1,122
)
Corporate and Other

(34,213
)

1,319

4,670

3,852

870

(23,502
)
Total Pre-Acquisition

$

120,159

$

76,298

$

4,992

$

3,852

$

1,156

$

206,457

Including Pre-Acquisition:

West

$

67,302

$

29,121

$

38

$

—

$

493

$

96,954

Midwest

84,265

38,720

166

—

(247
)

122,904

South

72,490

31,654

118

—

492

104,754

East (4)

48,923

38,452

—

—

1,338

88,713

Corporate and Other

(63,703
)

1,800

8,011

13,034

2,276

(38,582
)
Total Including Pre-Acquisition (2)

$

209,277

$

139,747

$

8,333

$

13,034

$

4,352

$

374,743

fair value of (i) investments held by the Company, (ii) foreign exchange forward contracts, (iii) a disputed claims liability, and (iv) the derivative liability related to the 5% convertible notes, which were fully converted during the year ended December 31, 2021, and the change in the foreign exchange rate associated with restricted cash held in GBP associated with our acquisition of William Hill.

~~(1)~~

Figures for Isle are the four months ended April 30, 2017, the day before the we acquired Isle on May 1, 2017. We report our financial results on a calendar fiscal year. Prior to our acquisition of Isle, Isle’s fiscal year typically ended on the last Sunday in April. Isle’s fiscal 2017 and 2016 were 52-week years, which commenced on April 25, 2016 and April 27, 2015, respectively. Such figures were prepared by us to reflect Isle’s unaudited consolidated historical net revenues and Adjusted EBITDA for periods corresponding to our fiscal quarterly calendar. Such figures are based on the unaudited internal financial statements and have not been reviewed by our auditors and do not conform to GAAP.

(b)Transaction costs and other primarily includes (i) net proceeds received in exchange for participation rights in a potential insurance recovery, (ii) proceeds received for the termination of the Caesars Dubai management agreement, (iii) insurance proceeds received in excess of the respective carrying value of damaged assets associated with the Lake Charles property, (iv) costs related to non-cash losses on the write down and disposal of assets, professional services for transaction and integration costs, various contract exit or termination costs, and pre-opening costs in connection with new temporary facility openings, and (v) non-cash changes in equity method investments.

~~(2)~~

Total figures for 2016 and 2017 include combined results of operations for Isle and us for periods preceding the date that we acquired Isle. Such presentation does not conform with GAAP or the Securities and Exchange Commission rules for pro forma presentation; however, we believe that the additional financial information will be helpful to investors in comparing current results with results of prior periods. This is non-GAAP data and should not be considered a substitute for data prepared in accordance with GAAP, but should be viewed in addition to the results of operations reported by us.

(c)Results of operations for Horseshoe Baltimore prior to its consolidation on August 26, 2021 and William Hill prior to its acquisition on April 22, 2021 are added to Adjusted EBITDA. The results of operations of divested properties prior to their respective divestiture dates are subtracted from Adjusted EBITDA. See Item 7 - Overview above. Such figures are based on unaudited internal financial statements and have not been reviewed by the Company’s auditors for the periods presented. The additional financial information is included to enable the comparison of current results with results of prior periods.

~~(3)~~

Figures are for Isle for the year ended December 31, 2016. Such figures were prepared by us to reflect Isle’s unaudited consolidated historical net revenues, operating income and Adjusted EBITDA for periods corresponding to our fiscal quarterly calendar. Such figures are based on the unaudited internal financial statements and have not been reviewed by our auditors and do not conform to GAAP.

~~(4)~~

Effective January 1, 2016, the Ohio Lottery Commission enacted a regulatory change which resulted in the establishment of a $1.0 million progressive slot liability and a corresponding decrease in net slot win during the first quarter of 2016. The changes are non-cash and related primarily to prior years. The net non-cash impact to Adjusted EBITDA was $0.6 million for the year ended December 31, 2016.

~~(5)~~

Transaction expenses represent costs related to the acquisition of Isle for the year ended December 31, 2017. Transaction expenses for the year ended December 31, 2016 represent costs related to the acquisitions of Isle and the Reno properties and S-1 expenses.

~~(6)~~

Other is comprised of severance expense, income totaling $20.0 million related to the termination of the Lake Charles sale, costs totaling $2.8 million associated with the termination of the Lake Charles sale, $38.0 million in impairment charges, (gain) loss on sale or disposal of property and equipment, equity in income of unconsolidated affiliate and other regulatory gaming assessments, including the item listed in footnote (4) above.

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 ~~the~~existing cash ~~flow of~~on hand, cash flows from our subsidiaries and ~~the~~our ability ~~of our subsidiaries~~ to ~~distribute or otherwise make funds available to us.~~

raise capital. Our primary sources of liquidity and capital resources ~~have been~~are existing cash on hand, cash ~~flow~~flows from operations, availability of borrowings under our revolving credit facility, ~~and~~ proceeds from the issuance of debt ~~securities. We closed on our acquisition of Isle on May 1, 2017~~ and ~~paid $552.0 million in cash consideration on our acquisition of Isle, refinanced the outstanding Isle indebtedness~~equity securities and ~~paid acquisition expenses.~~

proceeds from completed asset sales. Our cash requirements ~~can~~may fluctuate significantly depending on our decisions with respect to business acquisitions or ~~dispositions~~divestitures and strategic capital ~~investments~~and marketing investments.

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As of December 31, 2023, our cash on hand and revolving borrowing capacity were as follows:


(In millions)	December 31, 2023
Cash and cash equivalents	$	1,005
Revolver capacity (a)	2,210
Revolver capacity committed to letters of credit	(70)
Revolver capacity committed as regulatory requirement	(46)
Total	$	3,099

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(a)Revolver capacity includes $2.25 billion under our CEI Revolving Credit Facility, maturing in January 2028, less $40 million reserved for specific purposes.

During the year ended December 31, 2023, our operating activities generated operating cash inflows of $1.8 billion, as compared to ~~maintain~~operating cash inflows of $1.0 billion during the ~~quality~~year ended December 31, 2022 due to the results of operations described above.

On February 6, 2023, we entered into an Incremental Assumption Agreement No. 2 pursuant to which we incurred a new senior secured term loan facility in an aggregate principal amount of $2.5 billion (the “CEI Term Loan B” and, together with the CEI Term Loan A, the “CEI Term Loans”) as a new term loan under the CEI Credit Agreement. The CEI Term Loan B requires scheduled quarterly principal payments in amounts equal to 0.25% of the original aggregate principal amount of the CEI Term Loan B, with the balance payable at maturity. Borrowings under the CEI Term Loan B bear interest, paid monthly, at a rate equal to, at our ~~properties.~~ option, either (a) a forward-looking term rate based on the Adjusted Term SOFR, subject to a floor of 0.50% or (b) a base rate (the “TLB Base Rate”) determined by reference to the highest of (i) the “Prime Rate” in the United States, (ii) the federal funds rate plus 0.50% per annum and (iii) the one-month Adjusted Term SOFR plus 1.00% per annum, in each case, plus an applicable margin. Such applicable margin is 3.25% per annum in the case of any Adjusted Term SOFR loan and 2.25% per annum in the case of any TLB Base Rate loan, subject to one 0.25% step-down based on our net total leverage ratio. The CEI Term Loan B was issued at a price of 99.0% of the principal amount and will mature in February 2030.

On February 6, 2023, concurrently with the issuance of the CEI Term Loan B, 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 in February 2030, with interest paid semi-annually on February 15 and August 15 of each year, commencing August 15, 2023.

The net proceeds from the CEI Term Loan B, along with the net proceeds from the issuance of the CEI Senior Secured Notes due 2030 described above, were used to repay the outstanding principal balance, including accrued and unpaid interest, of both the CRC Term Loan and the CRC Incremental Term Loan. Upon the termination of the CRC Term Loan and the CRC Incremental Term Loan, we recorded a loss on extinguishment of debt of $197 million.

On May 1, 2023, we elected to prepay the outstanding $400 million Convention Center Mortgage Loan utilizing cash on hand.

On July 10, 2023, we completed the acquisition of the remaining 24.2% equity ownership in Horseshoe Baltimore, utilizing cash on hand, for a total of $66 million. On July 17, 2023, we permanently repaid the outstanding principal balance of the Baltimore Term Loan. In connection with the repayment, we recognized a $3 million loss on the early extinguishment of debt.

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 bear interest 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 2.75% per annum in the case of any Term SOFR loan and 1.75% per annum in the case of any TLB-1 Base Rate loan. 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.

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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 paid semi-annually on February 15 and August 15 of each year, commencing August 15, 2024.

The net proceeds from the issuance of the CEI Senior Secured Notes due 2032 and the net proceeds from the CEI Term Loan B-1, together with borrowings under the CEI Revolving Credit Facility, were used to tender, redeem, repurchase, defease, and/or satisfy and discharge any and all of the principal amounts, including accrued and unpaid interest, related expenses and fees of both the 5.75% Senior Secured Notes due 2025 (the “CRC Senior Secured Notes”) and the 6.25% Senior Secured Notes due 2025 (the “CEI Senior Secured Notes due 2025”). As a result of these transactions, we estimate that we will incur approximately $50 million of loss on early extinguishment of debt.

We expect that our primary capital requirements going forward will relate to the ~~operation~~expansion and maintenance of our properties, ~~and~~taxes, servicing our outstanding ~~indebtedness. In 2018, we plan to spend $150.0 million on~~indebtedness, and rent payments under our GLPI Master Lease, the VICI Leases and other leases. We make capital expenditures and ~~$115.4 million~~perform continuing refurbishment and maintenance at our properties to ~~pay cash interest on~~maintain our quality standards. Our capital expenditure requirements for 2024 include expansion projects, hotel renovations and continued investment into new markets with our Caesars Sportsbook and iGaming applications in our Caesars Digital segment. 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 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, and advertising, marketing, promotional and sponsorship opportunities including communication with partner customer databases. Additionally, a selection of such partnerships provide us with exclusivity to access the aforementioned rights within the casino and/or sports betting category. As of December 31, 2023 and 2022, obligations related to these agreements were $605 million and $898 million, respectively, with contracts extending through 2040. These obligations include leasing of event suites that are generally considered short term leases for which we do not record a right of use asset or lease liability. 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 continue to expand into new markets with projects such as our partnership with the Eastern Band of Cherokee Indians to build and develop Caesars Virginia which is estimated to open a permanent facility in late 2024. The permanent development has a budget of $650 million and is expected to include a premier destination resort casino along with a 320-room hotel and world-class casino floor including 1,300 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, we are developing Harrah’s Columbus Nebraska which is a casino development expected to feature a new one-mile horse racing surface, a 40,000-square-foot-casino and sportsbook with more than 400 slot machines and 20 table games, as well as a restaurant and retail space, with an official opening in the second quarter of 2024. In the second quarter of 2023, temporary gaming facilities for Caesars Virginia and Harrah’s Columbus Nebraska opened while the permanent facilities are being constructed.

In 2020, we funded $400 million into escrow for a three year capital expenditure plan in the state of New Jersey. The capital plan included significant room renovations at both Caesars Atlantic City and Harrah’s Atlantic City, as well as the addition of new restaurants with celebrity partners. During the year ended December 31, 2023, we met our commitment and exhausted the remaining funds in the escrow account.

As a condition of the extension of the casino operating contract and ground lease for Harrah’s New Orleans, we are also required to make a capital investment of $325 million on or around Harrah’s New Orleans by July 15, 2024. The capital investment involves the rebranding of the property to Caesars New Orleans which includes a renovation and full interior and exterior redesign, an updated casino floor, new culinary experiences and a new 340-room hotel tower. The project has a current capital plan of approximately $430 million and, as of December 31, 2023, total capital expenditures have been $289 million since the project began.

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Cash used for capital expenditures totaled $1.3 billion, $952 million and $520 million for the years ended December 31, 2023, 2022 and 2021, respectively, related to our growth, renovation, maintenance, and other capital projects. The following table summarizes our estimates for 2024 capital expenditures:


(In millions)	Low		High
Growth and renovation projects	$	325	$	375
Caesars Digital	95		115
Maintenance projects	300		400
Total estimated capital expenditures from unrestricted cash	720		890

Caesars Virginia (a)	300		350

Total	$	1,020	$	1,240

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(a)We expect the joint venture to enter into a new credit facility, of approximately $375 million to $425 million, to fund future Caesars Virginia capital expenditures alongside ongoing cash flows from the temporary casino’s operations.

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 $915 million for 2024. 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 CPI. We estimate our lease payments to VICI and GLPI to be approximately $1.3 billion for 2024.

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.

We expect that our current liquidity, including availability of borrowings under our committed credit facility and cash ~~generated~~flows from operations will be sufficient to fund our operations, ~~and~~ capital requirements and service our outstanding indebtedness for the next twelve months.

Debt and Master Lease Covenant Compliance

The Senior Credit Facilities, the CEI Term Loan B, and the indentures governing the CRC Senior Secured Notes, the CEI Senior Secured Notes due 2025, the CEI Senior Secured Notes due 2030, the CEI Senior Notes due 2027, and the CEI Senior Notes due 2029 contain covenants which are standard and customary for these types of agreements. 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.

Following the Third Amendment, the Amended CEI Revolving Credit Facility and the CEI Term Loan A include a maximum net total leverage ratio financial covenant of 7.25:1 until December 31, ~~2017, we had consolidated cash~~2024 and ~~cash equivalents of $134.6 million. At~~6.50:1 from and after December 31, ~~2016,~~2024. In addition, the Amended CEI Revolving Credit Facility and the CEI Term Loan A include a minimum fixed charge coverage ratio financial covenant of 1.75:1 until December 31, 2024 and 2.0:1 from and after December 31, 2024. From and after the repayment of the CEI Term Loan A, the financial covenants applicable to the Amended CEI Revolving Credit Facility will be tested solely to the extent that certain testing conditions are satisfied. Failure to comply with such covenants could result in an acceleration of the maturity of indebtedness outstanding under the relevant debt document. As of December 31, 2023, we ~~had consolidated cash~~were not subject to any debt covenants with respect to the new CEI Term Loan B-1 or the CEI Senior Secured Notes due 2032.

The GLPI Leases and ~~cash equivalents~~VICI Leases contain certain covenants requiring minimum capital expenditures based on a percentage of ~~$61.0 million. This increase~~net revenues along with maintaining certain financial ratios.

As of December 31, 2023, we were in ~~cash was primarily related~~compliance with all of the applicable financial covenants described above.

Share Repurchase Program

In November 2018, the Board authorized a $150 million common stock repurchase program (the “Share Repurchase Program”) pursuant to ~~cash~~which 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. 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 we are required to repurchase under the Share Repurchase Program.

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As of December 31, 2023, we have acquired 223,823 shares of common stock at an aggregate value of $9 million and an average of $40.80 per share. No shares were repurchased during the years ended December 31, 2023 or 2022.

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 ~~our acquisition~~an aggregate principal amount of ~~Isle.~~

~~Operating Cash Flow.~~ ~~In 2017, cash flows provided by operating activities totaled $130.2~~$2.25 billion (the “CEI Revolving Credit Facility”). The CEI Revolving Credit Facility contains reserves of $40 million ~~compared~~which are available only for certain permitted uses.

On October 5, 2022, Caesars entered into a third amendment to ~~$97.6~~the CEI Credit Agreement (the “Third Amendment”) pursuant to which we (a) incurred a senior secured term loan in an aggregate principal amount of $750 million ~~in 2016. The increase in operating cash was primarily due~~(the “CEI Term Loan A”) as a new term loan under the credit agreement, (b) amended and extended the CEI Revolving Credit Facility under the CEI Credit Agreement (the CEI Revolving Credit Facility, as so amended, the “Amended CEI Revolving Credit Facility” and, together with the CEI Term Loan A, the “Senior Credit Facilities”), (c) increased the aggregate principal amount of the CEI Revolving Credit Facility to ~~incremental operating cash generated by~~$2.25 billion, and (d) made certain other amendments to the ~~acquired Isle properties offset by transaction expenses associated with our acquisition of Isle combined with changes~~CEI Credit Agreement. Both the Amended CEI Revolving Credit Facility and the new CEI Term Loan A mature on January 31, 2028, subject to a springing maturity in the event certain other long-term debt of Caesars is not extended or repaid. The Amended CEI Revolving Credit Facility includes a letter of credit sub-facility of $388 million. 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 ~~sheet accounts~~payable at maturity. We may make voluntary prepayments of the CEI Term Loan A at any time prior to maturity at par.

Borrowings under the Senior Credit Facilities bear interest, paid monthly, at a rate equal to, at our option, either (a) a forward-looking term rate based on Secured Overnight Financing Rate (“Term SOFR”) for the applicable interest period plus an adjustment of 0.10% per annum (“Adjusted Term SOFR”), subject to a floor of 0% or (b) a base rate (the “Base Rate”) determined by reference to the highest of (i) the rate of interest per annum last quoted by The Wall Street Journal as the “Prime Rate” in the ~~normal course~~United States, (ii) the federal funds rate plus 0.50% per annum and (iii) the one-month Adjusted Term SOFR plus 1.00% per annum, in each case, plus an applicable margin. Such applicable margin is 2.25% per annum in the case of ~~business.~~

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 ~~2016,~~addition, on a quarterly basis, we ~~generated cash flows~~are required to pay each lender under the Amended CEI Revolving Credit Facility a commitment fee in respect of any unused commitments under the Amended CEI Revolving Credit Facility in the amount of 0.35% per annum of the principal amount of the unused commitments of such lender, subject to three 0.05% step-downs based on our net total leverage ratio.

On February 6, 2023, Caesars entered into an Incremental Assumption Agreement No. 2 pursuant to which we incurred a new senior secured term loan facility in an aggregate principal amount of $2.5 billion (the “CEI Term Loan B” and, together with the CEI Term Loan A, the “CEI Term Loans”) as a new term loan under the CEI Credit Agreement. The CEI Term Loan B requires scheduled quarterly principal payments in amounts equal to 0.25% of the original aggregate principal amount of the CEI Term Loan B, with the balance payable at maturity. Borrowings under the CEI Term Loan B bear interest, paid monthly, at a rate equal to, at the our option, either (a) a forward-looking term rate based on the Adjusted Term SOFR, subject to a floor of 0.50% or (b) a base rate (the “TLB Base Rate”) determined by reference to the highest of (i) the “Prime Rate” in the United States, (ii) the federal funds rate plus 0.50% per annum and (iii) the one-month Adjusted Term SOFR plus 1.00% per annum, in each case, plus an applicable margin. Such applicable margin is 3.25% per annum in the case of any Adjusted Term SOFR loan and 2.25% per annum in the case of any TLB Base Rate loan, subject to one 0.25% step-down based on our net total leverage ratio. The CEI Term Loan B was issued at a price of 99.0% of the principal amount and will mature in February 2030.

The net proceeds from ~~operating activities of $97.6 million as compared to $56.7 million in 2015. The increase in operating cash was primarily associated with improvements in operations~~the CEI Term Loan B, along with ~~incremental cash flow associated with~~ the ~~acquisition of the Reno properties, the refinancing of our debt resulting in lower interest expense and various changes in the balance sheet accounts in the normal course of business.~~

~~Investing Cash Flow and Capital Expenditures~~. Net cash flows used in investing activities totaled $1.4 billion in 2017 compared to $41.1 million in 2016. Net cash flows used in investing activities in 2017 were primarily due to cash paid to acquire Isle in addition to $83.5 million in capital expenditures for various property enhancement and maintenance projects and equipment purchases partially offset by $0.4 million in reimbursementsnet proceeds from ~~West Virginia.~~

Net cash flows used in investing activities totaled $41.1 million in 2016 and primarily consisted of $47.4 million in capital expenditures for various property enhancement and maintenance projects and equipment purchases partially offset by West Virginia’s reimbursement of capital expenditures totaling $4.2 million.

~~Financing Cash Flow. Net cash used for financing activities in 2017 totaled $1.4 billion and consisted mainly of~~ the issuance of ~~debt associated with our acquisition~~the CEI Senior Secured Notes due 2030 described below, were used to repay the outstanding principal balance, including accrued and unpaid interest, of ~~Isle,~~both the ~~refinancing of our term loan and revolving credit facility in May 2017~~CRC Term Loan and the CRC Incremental Term Loan.

During the year ended December 31, 2023, we utilized and fully repaid the CEI Revolving Credit Facility. Such activity is presented in the financing section in the Statements of Cash Flows. As of December 31, 2023, we had $2.1 billion of available borrowing capacity under the CEI Revolving Credit Facility, after consideration of $70 million in outstanding letters of credit, $46 million committed for regulatory purposes and the reserves described above.

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Subsequent Amendment to the CEI Credit Agreement and issuance of ~~additional 6%~~New Senior Secured Notes ~~in September 2017. This increase was partially offset by net payments made on our credit facilities throughout 2017 and taxes paid related~~

On February 6, 2024, we entered into an Incremental Assumption Agreement No. 3 pursuant to ~~net share settlements of equity awards associated with the Isle transaction.~~

~~Net cash used for financing activities in 2016 totaled $73.7 million and consisted primarily of net payments totaling $64.5 million on the revolving credit facility and $4.3 million payments under the~~which we incurred a new senior secured incremental term loan in ~~2016. Additionally, $4.3 million was paid~~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 ~~2016 for debt issuance costs comprised~~amounts equal to 0.25% of ~~$3.6 million related~~the original aggregate principal amount of the CEI Term Loan B-1, with the balance payable at maturity. Borrowings under the CEI Term Loan B-1 bear interest at a rate equal to, at our ~~acquisition~~option, either (a) a forward-looking term rate based on the Term SOFR, subject to a floor of ~~Isle and $0.7 million related~~0.50% or (b) a base rate (the “TLB-1 Base Rate”) determined by reference to the ~~acquisition~~highest of (i) the “Prime Rate” in the United States, (ii) the federal funds rate plus 0.50% per annum and (iii) the one-month Term SOFR plus 1.00% per annum, in each case, plus an applicable margin. Such applicable margin is 2.75% per annum in the case of any Term SOFR loan and 1.75% per annum in the case of any TLB-1 Base Rate loan. The CEI Term Loan B-1 was issued at a price of 99.75% of the ~~Reno properties.~~

~~Debt Obligations~~

~~7% Senior Notes~~

~~On July 23, 2015,~~principal amount and will mature on February 6, 2031.

Additionally, on February 6, 2024, we issued ~~at par $375.0 million~~$1.5 billion in aggregate principal amount of ~~7.0%~~6.50% of senior secured notes due ~~2023 (“7%~~2032 (the “CEI Senior ~~Notes”~~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 paid semi-annually on February 15 and August 15 of each year, commencing August 15, 2024.

The net proceeds from the issuance of the CEI Senior Secured Notes due 2032 and the net proceeds from the CEI Term Loan B-1, together with borrowings under the CEI Revolving Credit Facility, were used to tender, redeem, repurchase, defease, and/or satisfy and discharge any and all of the principal amounts, including accrued and unpaid interest, related expenses and fees of both the 5.75% Senior Secured Notes due 2025 (the “CRC Senior Secured Notes”) and the 6.25% Senior Secured Notes due 2025 (the “CEI Senior Secured Notes due 2025”). As a result of these transactions, we estimate that it will incur approximately $50 million of loss on early extinguishment of debt.

CRC Senior Secured Notes due 2025

On July 6, 2020, Colt Merger Sub, Inc. (the “Escrow Issuer”) issued $1.0 billion in aggregate principal amount of the CRC Senior Secured Notes pursuant to an indenture, dated July 6, 2020, by and among the Escrow Issuer, U.S. Bank National Association, as trustee and Credit Suisse AG, Cayman Islands Branch, as collateral agent. The CRC Senior Secured Notes ranked equally with all existing and future first priority lien obligations of CRC, CRC Finco, Inc. and the subsidiary guarantors. The CRC Senior Secured Notes were set to mature on July 1, 2025 with interest payable semi-annually in cash in arrears on January 1 and July 1 of each year.

On February 16, 2024, we completed the tender and/or redemption of the CRC Senior Secured Notes with proceeds from a new CEI Term Loan B-1, new CEI Senior Secured Notes due 2032, and borrowings under the CEI Revolving Credit Facility, as needed. See “Subsequent Amendment to the CEI Credit Agreement and issuance of New Senior Secured Notes” above.

CEI Senior Secured Notes due 2025

On July 6, 2020, the Escrow Issuer issued $3.4 billion in aggregate principal amount of the CEI Senior Secured Notes due 2025 pursuant to an indenture, dated July 6, 2020, by and among the Escrow Issuer, U.S. Bank National Association, as trustee, and U.S. Bank National Association, as collateral agent. The CEI Senior Secured Notes due 2025 ranked equally with all existing and future first-priority lien obligations of the Company and the subsidiary guarantors. The CEI Senior Secured Notes due 2025 were set to mature on July 1, 2025 with interest payable semi-annually in cash in arrears on January 1 and July 1 of each year. On April 5, 2023, we purchased $1 million in principal amount of the CEI Senior Secured Notes due 2025.

On February 7, 2024, we completed the tender, redemption, and/or satisfaction and discharge of the CEI Senior Secured Notes due 2025 with proceeds from a new CEI Term Loan B-1, new CEI Senior Secured Notes due 2032, and borrowings under the CEI Revolving Credit Facility, as needed. See “Subsequent Amendment to the CEI Credit Agreement and issuance of New Senior Secured Notes” above.

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CEI Senior Secured Notes due 2030

Baltimore Term Loan and Baltimore Revolving Credit Facility

On July 17, 2023, following the acquisition of the remaining 24.2% equity interest in Horseshoe Baltimore, we permanently repaid the outstanding principal balance of Horseshoe Baltimore’s senior secured term loan facility (the “Baltimore Term Loan”). In connection with the repayment, we recognized a $3 million loss on the early extinguishment of debt. The Baltimore Term Loan was subject to a variable rate of interest calculated as London Interbank Offered Rate (“LIBOR”) plus 4.00% until May 1, 2023, when the Baltimore Term Loan’s benchmark interest rate was amended from LIBOR to the Adjusted Term SOFR plus an applicable adjustment. In addition, Horseshoe Baltimore’s senior secured revolving credit facility (the “Baltimore Revolving Credit Facility”) matured on July 7, 2023. The Baltimore Revolving Credit Facility had borrowing capacity of up to $10 million, subject to a variable rate of interest calculated as Term SOFR plus 4.00%.

Convention Center Mortgage Loan

On September 18, 2020, we entered into a loan agreement with VICI, to borrow a 5-year, $400 million Forum Convention Center mortgage loan (the “Mortgage Loan”). The Mortgage Loan bears interest at a rate of, initially, 7.7% per annum, which was set to escalate annually on the anniversary of the closing date up to a maximum interest rate of 8.3% per annum. On May 1, 2023, we elected to prepay the outstanding $400 million Mortgage Loan utilizing cash on hand. In connection with the repayment, we extended VICI’s call right relating to the CAESARS FORUM convention center from December 31, 2026 to December 31, 2028.

CRC Term Loan and CRC Incremental Term Loan

Caesars Resort Collection (“CRC”) was party to a credit agreement, dated as of December 22, 2017 (as amended, the “CRC Credit Agreement”), which provided for, among other things, an initial $4.7 billion seven-year senior secured term loan (the “CRC Term Loan”), and an incremental $1.8 billion five-year senior secured term loan (the “CRC Incremental Term Loan”).

The CRC Term Loan and the CRC Incremental Term Loan were subject to the terms described below prior to repayment. We repaid the $3.4 billion outstanding principal amount of the CRC Term Loan and the $1.0 billion outstanding principal amount of the CRC Incremental Term Loan on February 6, 2023, with proceeds from a new CEI Term Loan B and new CEI Senior Secured Notes due 2030, both of which are described above. Upon the termination of the CRC Term Loan and the CRC Incremental Term Loan, we recorded a loss on extinguishment of debt of $197 million.

Borrowings under the CRC Credit Agreement were subject to interest at a rate equal to either (a) LIBOR adjusted for certain additional costs, subject to a floor of 0% or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50%, (ii) the prime rate as determined by Credit Suisse AG, Cayman Islands Branch, as administrative agent under the CRC Credit Agreement and (iii) the one-month adjusted LIBOR rate plus 1.00%, in each case plus an applicable margin. Such applicable margin was (a) with respect to the CRC Term Loan, 2.75% per annum in the case of any LIBOR loan or 1.75% per annum in the case of any base rate loan and (b) with respect to the CRC Incremental Term Loan, 3.50% per annum in the case of any LIBOR loan or 2.50% in the case of any base rate loan.

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 in cash in arrears on January 1 and July 1 of each year.

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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 ~~July 23, 2015 (the “7% Senior Notes Indenture”),~~September 24, 2021 between us and U.S. Bank National Association, as ~~Trustee.~~trustee. The 7%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 ~~August 1, 2023,~~October 15, 2029 with interest payable ~~semi-annually in arrears~~ on ~~February 1~~April 15 and ~~August 1~~October 15 of each year.

~~On or after August 1, 2018,~~

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 includes a Put-Call Right Agreement whereby we may ~~redeem all~~require VICI to purchase and lease back (as lessor) or ~~a portion~~whereby VICI may require us to sell to VICI and lease back (as lessee) the real estate components of the ~~7% Senior Notes upon not less than 30 nor more than 60 days’ notice, at~~gaming and racetrack facilities of Harrah’s Hoosier Park Racing & Casino and Horseshoe Indianapolis (the “Centaur properties”). Election to exercise the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest, if any, on the 7% Senior Notes redeemed, to the applicable redemption date, if redeemedoption by either party must be made during the ~~twelve month~~election period beginning ~~on August~~January 1, of2022 and ending December 31, 2024. Upon either party exercising their option, the ~~years indicated below:~~

Year

Percentage

2018

105.250

%
2019

103.500

%
2020

101.750

%
2021 and thereafter

100.000

%

~~Prior to August 1, 2018, we may redeem all or a portion of the 7% Senior Notes~~Centaur properties would be sold at a price ~~equal~~and leased back to ~~100%~~CEI in accordance to the terms and conditions of the ~~7% Senior Notes redeemed plus accrued~~Put-Call Right Agreement.

Our VICI Leases are accounted for as a financing obligation and unpaid interest to the redemption date, plus a make-whole premium. At any time prior to August 1, 2018, we are also entitled to redeem up to 35% of the original aggregate principal amount of the 7% Senior Notes with proceeds of certain equity financings at a redemption price equal to 107% of the principal amount of the 7% Senior Notes redeemed, plus accrued and unpaid interest. If we experience certain change of control events (as defined in the 7% Senior Notes Indenture), we must offer to repurchase the 7% Senior Notes at 101% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date. If we sell asset under certain circumstances and does not use the proceeds for specified purposes, we must offer to repurchase the 7% Senior Notes at 100% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date. The 7% Senior Notes are subject to redemption imposed by gaming laws and regulations of applicable gaming regulatory authorities.

~~The 7% Senior Notes Indenture contains certain covenants limiting, among other things, our ability and the ability of our subsidiaries (other than its unrestricted subsidiaries) to:~~

~~pay dividends or distributions or make certain other restricted payments or investments;~~

~~incur or guarantee additional indebtedness or issue disqualified stock or create subordinated indebtedness that is not subordinated to the 7% Senior Notes or the guarantees of the 7% Senior Notes;~~

~~create liens;~~

•

~~transfer and sell assets;~~

~~merge, consolidate, or sell, transfer or otherwise dispose of all or substantially all of our assets;~~

~~enter into certain transactions with affiliates;~~

~~engage in lines of business other than our core business and related businesses; and~~

~~create restrictions on dividends or other payments by restricted subsidiaries.~~

These covenants are subject to a number of exceptions and qualifications as set forth in the 7% Senior Notes Indenture. The 7% Senior Notes Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such 7% Senior Notes to be declared due and payable. As of December 31, 2017, we were in compliance with all of the covenants under the 7% Senior Notes Indenture relating to the 7% Senior Notes.

~~6% Senior Notes~~

On March 29, 2017, Eagle II Acquisition Company LLC (“Eagle II”), our wholly-owned subsidiary, issued $375.0 million aggregate principal amount of 6% Senior Notes due 2025 (the “6% Senior Notes”) pursuant to an indenture, dated as of March 29, 2017 (the “6% Senior Notes Indenture”), between Eagle II and U.S. Bank, National Association, as Trustee. The 6% Senior Notes will mature on April 1, 2025, with interest payable semi-annually in arrears on April 1 and October 1, commencing October 1, 2017. The proceeds of the offering, and additional funds in the amount of $1.9 million in respect of interest expected to be accrued on the 6% Senior Notes, were placed in escrow pending satisfaction of certain conditions, including consummation of our acquisition of Isle. In connection with the consummation of our acquisition of Isle on May 1, 2017, the escrowed funds were released and we assumed Eagle II’s obligations under the 6% Senior Notes and the 6% Senior Notes Indenture and certain of our subsidiaries (including Isle and certain of its subsidiaries) executed guarantees of our obligations under the 6% Senior Notes.

On September 13, 2017, we issued an additional $500.0 million principal amount of the 6% Senior Notes at an issue price equal to 105.5% of the principal amount of the 6% Senior Notes. The additional notes were issued pursuant to the 6% Senior Notes Indenture that governs the 6% Senior Notes. We used the proceeds of the offering to repay $78.0 million of outstanding borrowings under the revolving credit facility and used the remainder to repay $444.5 million outstanding borrowings under the term loan facility and related accrued interest. As a result of the offering and retirement of existing debt, we recognized a loss of $11.1 million during the year ended December 31, 2017.

On or after April 1, 2020, we may redeem all or a portion of the 6% Senior Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest, if any, on the 6% Senior Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on April 1 of the years indicated below:

Year

Percentage

2020

104.500

%
2021

103.000

%
2022

101.500

%
2023 and thereafter

100.000

%

Prior to April 1, 2020, we may redeem all or a portion of the 6% Senior Notes at a price equal to 100% of the 6% Senior Notes redeemed plus accrued and unpaid interest to the redemption date, plus a make-whole premium. At any time prior to April 1, 2020, we are also entitled to redeem up to 35% of the original aggregate principal amount of the 6% Senior Notes with proceeds of certain equity financings at a redemption price equal to 106% of the principal amount of the 6% Senior Notes redeemed, plus accrued and unpaid interest. If we experience certain change of control events (as defined in the 6% Senior Notes Indenture), we must offer to repurchase the 6% Senior Notes at 101% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date. If we sell assets under certain circumstances and do not use the proceeds for specified purposes, we must offer to repurchase the 6% Senior Notes at 100% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date.

~~The 6% Senior Notes are subject to redemption imposed by gaming laws and regulations of applicable gaming regulatory authorities.~~

~~The 6% Senior Notes Indenture contains certain covenants limiting, among other things, our ability and the ability of our subsidiaries (other than its unrestricted subsidiaries) to:~~

~~pay dividends or distributions or make certain other restricted payments or investments;~~

~~incur or guarantee additional indebtedness or issue disqualified stock or create subordinated indebtedness that is not subordinated to the 6% Senior Notes or the guarantees of the 6% Senior Notes;~~

•

~~create liens;~~

~~transfer and sell assets;~~

~~merge, consolidate, or sell, transfer or otherwise dispose of all or substantially all of our assets;~~

~~enter into certain transactions with affiliates;~~

~~engage in lines of business other than our core business and related businesses; and~~

~~create restrictions on dividends or other payments by restricted subsidiaries.~~

These covenants are subject to a number of exceptions and qualifications as set forth in the 6% Senior Notes Indenture. The 6% Senior Notes Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such 6% Senior Notes to be declared due and payable. As of December 31, 2017, we were in compliance with all of the covenants under the 6% Senior Notes Indenture relating to the 6% Senior Notes.

~~Credit Facility~~

~~On July 23, 2015, we entered into a new $425.0 million seven year term loan and a $150.0 million five year revolving credit facility.~~

The term loan bore interest at a rate per annum of, at our option, either (x) LIBOR plus 3.25%, with a LIBOR floor of 1.0%, or (y) a base rate plus 2.25%. Borrowings under the 2015 revolving credit facility bore interest at a rate per annum of, at our option, either (x) LIBOR plus a spread ranging from 2.5% to 3.25% or (y) a base rate plus a spread ranging from 1.5% to 2.25%, in each case with the spread determined based on our total leverage ratio. Additionally, we paid a commitment fee on the unused portion of the 2015 revolving credit facility not being utilized in the amount of 0.50% per annum.

~~On May 1, 2017, all of the outstanding amounts under our 2015 credit facility were repaid with proceeds of borrowings under the new credit facility and the 2015 credit facility was terminated.~~

~~New Credit Facility~~

On ~~April 17, 2017, Eagle II~~ entered into a new credit agreement by and among Eagle II, as initial borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto dated as of April 17, 2017, consisting of a $1.45totaled $11.4 billion ~~term loan facility and a $300.0 million revolving credit facility, which was undrawn at closing.~~ The proceeds of the new term loan facility, and additional funds in the amount of $4.5 million in respect of interest expected to be accrued on the new term loan facility, were placed in escrow pending satisfaction of certain conditions, including consummation of our acquisition of Isle. In connection with the consummation of our acquisition of Isle on May 1, 2017, the escrowed funds were released and we assumed Eagle II’s obligations under the new credit facility and certain of our subsidiaries (including Isle and certain of its subsidiaries) executed guarantees of our obligations under the new credit facility.

~~As of December 31, 2017, we had $956.8 million outstanding on the new term loan. There were no borrowings outstanding under the new revolving credit facility~~ as of December 31, ~~2017. We had $291.6 million~~2023. See Note 10 to our Financial Statements for additional information about our VICI Leases and related matters.

GLPI Leases

The GLPI Master Lease, encompassing a portfolio of ~~available borrowing capacity, after consideration~~properties within the United States, provides for the lease of ~~$8.4 million in outstanding letters of credit, under our new revolving credit facility as of December 31, 2017. At December 31, 2017, the weighted average interest rate~~land, buildings, structures and other improvements on the ~~new term loan was 3.6%,~~land, easements and similar appurtenances to the ~~weighted average interest rate on~~land and improvements relating to the ~~new revolving credit facility was 4.0% based upon the weighted average interest rate of borrowings outstanding during 2017.~~

~~We applied the net proceeds~~operation of the ~~new~~leased properties. The GLPI Master Lease, inclusive of all amendments, provides for (i) an initial term ~~loan facility~~of 20 years (through September 2038), with four five-year renewals at the our option, (ii) annual land and ~~borrowings under the new revolving credit facility totaling $135~~building base rent of $24 million ~~together with the proceeds~~and $63 million, respectively, (iii) escalating provisions of building base rent equal to 101.25% of the ~~6% Senior Notes~~rent for the preceding year for lease years five and ~~cash on hand,~~six, 101.75% for lease years seven and eight and 102% for each lease year thereafter and (iv) relief from the operating, capital expenditure and financial covenants in the event of involuntary closures. The GLPI Master Lease does not provide us with an option to ~~(i) pay~~purchase the ~~cash portion of~~leased property or the consideration payable in our acquisition of Isle, (ii) refinance all of the debt outstanding under Isle’s existing credit facility, (iii) redeem or otherwise repurchase all of Isle’s outstanding 5.875% Senior Notes due 2021 and 8.875% Senior Subordinated Notes due 2020, (iv) repay all amounts outstanding under our 2015 ~~credit facility~~ ~~and (v) pay fees and costs associated with our acquisition of Isle and such financing transactions.~~

~~Our~~ability to terminate its obligations under the ~~new revolving credit facility will mature on April 17, 2022. Our obligations under~~GLPI Master Lease prior to its expiration without GLPI’s consent.

On May 5, 2022, we consummated the ~~new term loan facility will mature on April 17, 2024. We were required~~sale of the equity interests of Baton Rouge. On November 13, 2023, a third amendment to ~~make quarterly principal payments in an amount equal to $3.6 million on~~ the ~~new term loan facility on the last day of each fiscal quarter beginning on June 30, 2017. We satisfied this requirement~~GLPI Master Lease was entered into as a result of the ~~principal prepayment~~sale and removal of ~~$444.5 million on September 13, 2017 in conjunction with~~Baton Rouge from the ~~issuance of the additional 6% Senior Notes. In addition, we are required to make mandatory payments of amounts outstanding~~properties included under the new credit facility with the proceeds of certain casualty events, debt issuances, and asset sales and, depending on its consolidated total leverage ratio, we are required to apply a portion of its excess cash flow to repay amounts outstanding under the new credit facility.

GLPI Master Lease.

The interest rate per annum applicable to loans under the new revolving credit facility is, at our option, either (i) LIBOR plus a margin ranging from 1.75% to 2.50% or (ii) a base rate plus a margin ranging from 0.75% to 1.50%, which margin is based on our total leverage ratio. The interest rate per annum applicable to the loans under the new term loan facility is, at our option, either (i) LIBOR plus 2.25%, or (ii) a base rate plus 1.25%; provided, however, that in no event will LIBOR be less than zero or the base rate be less than 1.00% over the term of the new term loan facility or the new revolving credit facility. Additionally, we pay a commitment fee on the unused portion of the new revolving credit facility not being utilized in the amount of 0.50% per annum.

The new credit facility is secured by substantially all of our personal property assets and substantially all personal property assets of each subsidiary that guaranties the new credit facility (other than certain subsidiary guarantors designated as immaterial), whether owned on the closing date of the new credit facility or thereafter acquired, and mortgages on the real property and improvements owned or leased us or the new credit facility guarantors. The new credit facility is also secured by a pledge of all of the equity ownedLumière Lease was entered into by us and GLPI, whereby we sold the ~~new credit facility guarantors (subject~~real estate underlying Horseshoe St. Louis, formerly known as Lumière, to ~~certain gaming law restrictions).~~GLPI and leased back the property under a long-term financing obligation. The ~~credit agreement governing the new credit facility contains a number~~Lumière Lease, inclusive of ~~customary covenants that, among other things, restrict, subject~~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 ~~certain exceptions, our ability and the ability~~101.25% of the ~~new credit facility guarantors~~rent for the preceding year for lease years two through five, 101.75% for lease years six and seven and 102% for each lease year thereafter, (v) maintaining a minimum of 1.20:1 adjusted revenue to ~~incur additional indebtedness, create liens, engage in mergers, consolidations or asset dispositions, make distributions, make investments, loans or advances, engage in~~rent ratio and (vi) certain ~~transactions with affiliates or subsidiaries or make capital expenditures.~~

The new credit facility contains a number of customary covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of the subsidiary guarantors to incur debt; create liens; engage in mergers, consolidations or asset dispositions; pay dividends or make distributions; make investments, loans or advances; engage in certain transactions with affiliates or subsidiaries; or modify their lines of business.

The new credit facility also includes certain financial covenants, including the requirements that we maintain throughout the term of the new credit facility and measured as of the end of each fiscal quarter, and solely with respect to loansrelief under the ~~new revolving credit facility, a maximum consolidated total leverage ratio of not more than 6.50 to 1.00 for~~financial covenant in the period beginning on the closing date and ending with the fiscal quarter ending December 31, 2018, 6.00 to 1.00 for the period beginning with the fiscal quarter beginning January 1, 2019 and ending with the fiscal quarter ending December 31, 2019, and 5.50 to 1.00 for the period beginning with the fiscal quarter beginning January 1, 2020 and thereafter. We will also be required to maintain an interest coverage ratio in an amount not less than 2.00 to 1.00 measured on the last day of each fiscal quarter beginning on the closing date, and ending with the fiscal quarter ending December 31, 2018, 2.50 to 1.00 for the period beginning with the fiscal quarter beginning January 1, 2019 and ending with the fiscal quarter ending December 31, 2019, and 2.75 to 1.00 for the period beginning with the fiscal quarter beginning January 1, 2020 and thereafter.

The new credit facility contains a number of customary events of default, including, among others, for the non-payment of principal, interest or other amounts, the inaccuracy of certain representations and warranties, the failure to perform or observe certain covenants, a cross default to our other indebtedness including the 6% Senior Notes and 7% Senior Notes, certain events of bankruptcy or insolvency; certain ERISA events, the invalidity of certain loan documents, certain changes of control and the loss of certain classes of licenses to conduct gaming. If any event of ~~default occurs, the lenders under the new credit facility would be entitled to take various actions, including accelerating amounts outstanding thereunder~~involuntary closures.

The GLPI Leases are accounted for as financing obligations and ~~taking all actions permitted to be taken by a secured creditor. As of December 31, 2017, we were in compliance with the covenants under the new credit facility.~~

~~Contractual Commitments~~

~~The following table summarizes our estimated contractual payment obligations~~totaled $1.3 billion as of December 31, ~~2017:~~

Less than

More than

Total

1 year

1 - 3 years

3 - 5 years

5 years

(in millions)

Contractual cash obligations:

Long-term debt obligations(1)

$

2,210.2

$

0.6

$

0.6

$

0.3

$

2,208.7

Estimated interest payments on long-term debt(2)

773.4

115.4

230.8

235.0

192.2

Operating leases(3)

188.2

12.1

18.4

14.2

143.5

Gaming tax and license fees(4)

63.8

12.8

25.5

25.5

See note 3

Purchase and other contractual obligations

36.9

25.9

9.7

1.0

0.3

Minimum purse obligations(5)

10.5

10.5

—

—

—

Contingent earn-out payments(6)

0.5

0.1

0.2

0.2

—

Regulatory gaming assessments(7)

3.3

1.4

1.5

0.4

—

Total

$

3,286.8

$

178.8

$

286.7

$

276.6

$

2,544.7

~~(1)~~

These amounts are included in our consolidated balance sheets, which are included elsewhere in this report. See Note 9 to our consolidated financial statements for additional information about our debt and related matters.

~~(2)~~

~~Estimated interest payments on long-term debt are based on LIBOR rates and principal amounts outstanding on our new credit facility at December 31, 2017.~~

~~(3)~~

~~Our operating lease obligations are described in Note 16 to our consolidated financial statements.~~

~~(4)~~

Includes an annual table gaming license fee of $2.5 million for Mountaineer which is due on July 1st of each year as long as Mountaineer operates table games. Includes our obligation for gaming taxes at Presque Isle Downs, which is set at a minimum of $10.0 million per year, as required by the Pennsylvania Gaming Control Board. Also includes our obligation at Presque Isle Downs, as the holder of a Category 1 license, to create a fund to be used for the improvement and maintenance of the backside area of the racetrack with an amount of not less than $250,000 or more than $1 million annually for a five-year period beginning in 2017.

~~(5)~~

Pursuant to an agreement with the Mountaineer Park Horsemen’s Benevolent and Protective Association, Inc. and/or in accordance with the West Virginia racing statute, Mountaineer is required to utilize its best efforts to conduct racing for a minimum of 210 days and pay average daily minimum purses established by Mountaineer prior to the first live racing date each year ($88,000 for 2017) for the term of the agreement, which expires on December 31, 2018.

~~(6)~~

In connection with the 2003 purchase of Scioto Downs, certain stockholders of Scioto Downs elected the option to receive cash and contingent earn‑out payments (“CEP Rights”) in lieu of all cash for their outstanding shares of Scioto Downs’ common stock. The triggering event occurred when Scioto Downs received its permanent VLT license in May 2012 and commenced gaming operations. As a result, we recorded a liability for the estimated ten year payout to the stockholders who elected to receive the CEP Rights. The future obligation was calculated based on Scioto Downs’ projected EBITDA for the ten calendar years beginning January 1, 2013.

~~(7)~~

These amounts are included in our consolidated balance sheets, which are included elsewhere in this report. See Note 16 to our consolidated financial statements for additional information regarding our regulatory gaming assessments.

The table above excludes certain commitments as of December 31, 2017, for which the timing of expenditures associated with such commitments is unknown, or contractual agreements have not been executed, or the guaranteed maximum price for such contractual agreements has not been agreed upon.

The repayment of our long‑term debt, which consists of indebtedness evidenced by the 6% Senior Notes, 7% Senior Notes and the new credit facility, is subject to acceleration upon the occurrence of an event of default under the indentures governing these obligations.

~~We routinely enter into operational contracts in the ordinary course of our business, including construction contracts for minor projects that are not material~~2023. See Note 10 to our ~~business or financial condition as a whole. Our commitments relating to these contracts are recognized as liabilities in~~Financial Statements for additional information about our ~~consolidated balance sheets when services are provided with respect to such contracts.~~

~~Off Balance Sheet Arrangements~~

~~We do not currently have any off balance sheet arrangements.~~

~~Inflation~~

~~We do not believe that inflation has had a significant impact on our revenues, results of operations or cash flows since inception.~~

GLPI Leases and related matters.

Other Liquidity Matters

We are faced with certain contingencies, from time to time, involving litigation, ~~and~~claims, assessments, environmental remediation ~~and~~or compliance. These commitments and contingencies are discussed in greater detail in “Part I, Item 3. Legal Proceedings” and Note 1611 to our ~~consolidated financial statements,~~Financial Statements, both of which are included elsewhere in this ~~report. In addition, new competition may have a material adverse effect~~Annual Report on ~~our revenues, and could have a similar adverse effect on our liquidity.~~Form 10-K. See “Part I, Item 1A. Risk Factors—Risks Related to Our Business” which is included elsewhere in this ~~report.~~

Annual Report on Form 10-K.

Table of Contents

Critical Accounting Policies

~~Our significant~~ 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 ~~included in Note 2~~highly uncertain at the time the accounting estimate is made; and

•different estimates or changes to ~~our consolidated financial statements, which are included elsewhere in this report. These policies, along with the underlying assumptions and judgments made by our management in their application,~~estimates could have a ~~significant~~material impact on ~~our consolidated~~the reported financial ~~statements. These~~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 ~~could~~may differ from ~~our~~those estimates.

~~Business Combinations~~

~~We applied the provisions of Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations,” in the~~Our most critical accounting for the merger with MTR, acquisition of the Reno properties and our acquisition of Isle. It required us to recognize the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of their respective acquisition dates were measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed.

~~Accounting for business combinations required our management to make significant~~ estimates and assumptions including our estimate of intangible assets, such as gaming licenses, trade names and loyalty programs. Although we believe the assumptions and estimates made have been reasonable and appropriate, they are ~~inherently uncertain. For our gaming license valuation, our properties estimated future cash flows were the primary assumption~~ in the respective intangible valuations. Cash flow estimates included assumptions regarding factors such as recent and budgeted operating performance, net win per unit (revenue), patron visits and growth percentages. The growth percentages were developed considering general macroeconomic conditions as well as competitive impacts from current and anticipated competition through a review of customer market data, operating margins, and current regulatory, social and economic climates. The most significant of the assumptions used in the valuations included: (1) revenue growth/decline percentages; (2) discount rates; (3) effective income tax rates; (4) future terminal values and (5) capital expenditure assumptions. These assumptions were developed for each of our properties based on historical trends in the current competitive markets in which they operate, and projections of future performance and competition. The primary assumptions with respect to our trade names and loyalty program intangibles primary assumptions were selecting the appropriate royalty rates and cost estimates for replacement cost analyses.

In addition, uncertain tax positions and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the business combination date. We reevaluated these items quarterly based upon facts and circumstances that existed as of the business combination date with any adjustments to our preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or our final determination of the tax allowance’s or contingency’s estimated value, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect our provision for income taxes in our consolidated statements of income and could have material impact on our results of operations and financial position.

~~Revenue Recognition~~

Gaming revenues consist of the net win from gaming activities, which is the difference between amounts wagered and amounts paid to winning patrons, and is recognized at the time wagers are made net of winning payouts to patrons. Base and progressive jackpots are accrued and charged to revenue at the time the obligation to pay the jackpot is established. Pari‑mutuel commissions consist of commissions earned from thoroughbred and harness racing, and importing of simulcast signals from other race tracks. Pari‑mutuel commissions are recognized at the time wagers are made. Such commissions are a designated portion of the wagering handle as determined by state racing commissions, and are shown net of the taxes assessed by state and local agencies, as well as purses and other contractual amounts paid to horsemen associations. We recognize revenues from fees earned through the exporting of simulcast signals to other race tracks at the time wagers are made. Such fees are based upon a predetermined percentage of handle as contracted with the other race tracks. Revenues from food and beverage are recognized at the time of sale and revenues from lodging are recognized on the date of stay. Other revenues are recorded at the time services are rendered or merchandise sold. We offer certain promotional allowances to our customers, including complimentary lodging, food and beverage, and promotional credits for free play on slot machines. The retail value of these promotional items is shown as a reduction in total revenues on our consolidated statements of income.

~~For information with respect to our adoption of ASU No. 2014-09, “Revenue from Contracts with Customers,” (Topic 606) effective January 1, 2018, see “Note 2, Summary of Significant Accounting Policies – Recently Issued Accounting Pronouncements”, in the notes to the consolidated financial statements.~~

following areas:

Income Taxes

We and our subsidiaries file ~~US federal~~ income tax returns ~~and various~~with federal, state and ~~local~~foreign jurisdictions. Our income tax ~~returns. We do not have tax sharing agreements with the other members within the consolidated ERI group. With few exceptions, we~~returns are ~~no longer~~ subject to ~~US federal or state and local tax examinations by tax authorities for years before 2012.~~

~~We were notified~~examination by the Internal Revenue Service (“IRS”) and other tax authorities. Positions taken in ~~October of 2016 that its federal~~ tax ~~return~~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 17 in the accompanying consolidated financial statements for ~~the year ended December 31, 2014 had been selected for examination. In September 2017, the Internal Revenue Service informed us that they completed the examination~~a discussion of the status and impact of examinations by tax ~~return~~authorities.

We record income taxes under the asset and ~~made no changes. However,~~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 ~~may~~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 ~~subject~~realized and, as a result, during the second quarter of 2023, we reversed the valuation allowance related to these deferred tax ~~audits~~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 and~~future. We have assessed the outcome of tax audits cannot be predicted with certainty. If any issues addressed in our tax audits are resolved in a manner not consistent with our expectations, we would be required to adjust our provision for income taxes in the period such resolution occurs. While we believe our reported results are materially accurate, any significant adjustments could have a material adverse effect on our results of operations, cash flows and financial position.

~~On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act. The Tax Act makes broad and complex~~ changes to the ~~U.S.~~valuation allowance, including realization of the disallowed interest expense deferred tax ~~code, including, but not limited to, (1) reducing~~asset, using the U.S. federal corporate tax rate from 35% to 21%; (2) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; (3) creating a new limitation on deductible interest expense; (4) changing rules related to uses and limitationsintegrated approach.

As of ~~net operating loss carryforwards created in tax years beginning after~~ December 31, ~~2017; (5) bonus depreciation that will allow for full expensing of qualified property; and (6) limitations on~~2023, the ~~deductibility of certain executive compensation.~~

The SEC staff issued Staff Accounting Bulletin (“SAB”) 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.

In connection with our initial analysis of the impact of the Tax Act, for certain of our net deferred tax liabilities, we have recorded a decrease of $112.4 million, net of the related change in valuation allowance, with a corresponding net adjustment to deferred income tax benefit for the year ending December 31, 2017 as a result of the corporate rate reduction. For various reasons that are discussed more fully below, we have not completed our accounting for the income tax effects of certain elements of the Tax Act, therefore, we have made reasonable estimates of the effects of the elements for which our analysis is not yet complete.

While we have not yet completed all of the computations necessary or completed an inventory of our 2017 expenditures that qualify for immediate expensing, we have recorded a provisional benefit based on our current intent to fully expense all qualifying expenditures. This did not result in any significant change to our current income tax payable or in our deferred tax liabilities due to ourCompany had federal and state net operating loss ~~carry forwards.~~

~~For the year ended December 31, 2015, the difference between the effective rate~~carryforwards of $872 million and ~~the statutory rate is attributable primarily to the release~~$9.0 billion, respectively, and federal general business tax credit and research tax credit carryforwards of ~~a majority of the federal and related state valuation allowances~~$145 million, which will expire on our deferred tax assets and the non-taxable gain on the fair value adjustment of a previously unconsolidated affiliate. We continue to provide for a valuation allowance against net federal and state deferred tax assets associated with non-operating land, the sale of which could result in capital losses that can only be offset against capital gains. As of December 31, 2015, we also continued to provide for a valuation allowance against net state deferred tax assets relating to operations in Pennsylvania and West Virginia. Management determined it was not more-likely-than-not that we will realize these net deferred tax assets.

For the year ended December 31, 2016, the difference between the effective rate and the statutory rate is attributable primarily to the release of a majority of the state valuation allowances on our West Virginia deferred tax assets and excess tax benefits on stock compensation under Accounting Standards Update 2016-09, Compensation – Stock Compensation, which we adopted effective the first quarter of 2016. We continue to provide for a valuation allowance against net federal and state deferred tax assets associated with non-operating land, the sale of which could result in capital losses that can only be offset against capital gains. As of December 31, 2016, we also continued to provide for a valuation allowance against net state deferred tax assets relating to operations in Pennsylvania. Management determined it was not more-likely-than-not that we will realize these net deferred tax assets.

For the year ended December 31, 2017, the difference between the effective rate and the statutory rate is attributable primarily to the impact of the Tax Act discussed more fully above, non-deductible asset impairment charges, non-deductible transaction costs incurred and changes in the effective state tax rate associated with the acquisition of Isle of Capri Casinos, Inc., and the release of the valuation allowance against certain Pennsylvania deferred tax assets. We continue to provide for a valuation allowance against net federal and state deferred tax assets associated with non-operating land, the sale of which could result in capital losses that can only be offset against capital gains. We also continue to provide for a valuation allowance against net state deferred tax assets relating to certain operations in Pennsylvania, Louisiana, Colorado and Iowa. Management determined it was not more-likely-than-not that we will realize these net deferred tax assets.

A valuation allowance is recognized if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax asset will not be realized. Management must analyze all available positive and negative evidence regarding realization of the deferred tax assets and make an assessment of the likelihood of sufficient future taxable income. For the year ended December 31, 2015, we were in a three-year cumulative income position and management concluded it is more-likely-than-not to realize its federal, Louisiana and City of Columbus, Ohio deferred tax assets, with the exception of non-operating land. For the year ended December 31, 2016, we remained in a three-year cumulative income position and management concluded it is more-likely-than-not to realize its federal, Louisiana, City of Columbus, Ohio and West Virginia deferred tax assets, with the exception of non-operating land. For the year ended December 31, 2017, we remained in a three-year cumulative income position and management concluded it is more-likely-than-not to realize its

federal, City of Columbus, Ohio, City of Kansas City, Missouri, West Virginia, Missouri and certain Pennsylvania, Colorado and Florida deferred tax assets, with the exception of non-operating land. We continue to provide for a valuation allowance against net state deferred tax assets relating to certain operations in Pennsylvania, Louisiana, Colorado and Iowa. Management determined it was not more-likely-than-not that we will realize these net deferred tax assets. We will continue to evaluate the realization of its deferred tax assets on a quarterly basis and make adjustments to its valuation allowancevarious dates as ~~appropriate.~~

For income tax purposes we amortize or depreciate certain assets that have been assigned an indefinite life for book purposes. The incremental amortization or depreciation deductions for income tax purposes result in an increase in certain deferred tax liabilities that cannot be used as a source of future taxable income for purposes of measuring our need for a valuation allowance against the net deferred tax assets. Therefore, we expect to record non cash deferred tax expense as we amortize these assets for tax purposes.

follows:


Year of Expiration	Net Operating Losses				Tax Credits
(In millions)	Federal		States		Federal
2024-2028	$	—	$	604	$	8
2029-2033	238		1,590		39
2034-2043	168		4,560		98
Do not expire	466		2,279		—
	$	872	$	9,033	$	145

Under the applicable accounting standards, we may recognize the tax benefit from an uncertain tax position only if it is ~~more‑likely‑than‑~~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

Table of Contents

provide guidance on ~~de‑recognition,~~de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and disclosure requirements for uncertain tax positions. ~~We have recorded no liability associated with uncertain tax positions at December 31, 2017 and 2016.~~

~~Property and Equipment~~

Goodwill and Other ~~Long‑Lived~~Indefinite-lived Intangible Assets

~~Property~~

Assessing goodwill and ~~equipment~~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 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, 2023. The estimated fair values of certain of our indefinite lived intangible assets and reporting units decreased primarily due to a decrease in projected future cash flows at certain regional properties due to increased competition. Accordingly, we identified one reporting unit with which the estimated fair value of the associated gaming rights was less than the carrying value and recorded ~~at cost, except for~~an impairment of $81 million. In addition, we identified one reporting unit where the estimated fair value of the respective reporting unit was below the carrying value and recorded a total impairment of $14 million to goodwill. These reporting units are within the Regional segment.

As of October 1, 2023, three reporting units in the Regional segment with goodwill totaling $1.1 billion had fair values that did not significantly exceed their respective carrying values. In addition, we identified a trademark totaling $114 million in the Las Vegas segment and a gaming right totaling $91 million in the Regional segment that do not significantly exceed their respective carrying values. 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 ~~Isle, Silver Legacy, Circus Reno~~Merger when our discount rate was approximately 9.5%. The discount rate used in our annual impairment testing as of October 1, 2023 was approximately 10.5%. 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 ~~MTR Gaming acquisitions, which were adjusted~~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 impairments of approximately $40 million on the assets that do not significantly exceed their carrying values. In addition, $1.0 billion of goodwill within our Regional segment is associated with reporting units with zero or negative carrying values. See Note 7 for ~~fair value under ASC 805~~additional information.

Long-Lived Assets

We have significant capital invested in our long-lived assets, and ~~are depreciated over their remaining estimated useful life or lease term. Judgments~~judgments are made in determining the estimated useful lives ~~and~~of assets, salvage values ~~of these assets.~~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 ~~assets.~~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 ~~depreciation estimates and methods as new events occur, more experience is acquired, and additional information is obtained that would possibly change~~the carrying value of our ~~current estimates.~~

~~Property, equipment and other long‑lived~~long-lived assets ~~are assessed for impairment in accordance with ASC 360—Property, Plant, and Equipment. We evaluate our long‑lived assets periodically for impairment issues or, more frequently,~~ whenever events orand circumstances indicate that the carrying ~~amount~~value of an asset may not be recoverable. Recoverability of these assets is determined by comparing the net carrying value to the sum of the estimated future net undiscounted cash flows expected to be generated by these assets. The amount of impairment loss, if any, is measured by the difference between the net carrying value and the estimated fair value of the asset which is typically measured using a discounted cash flow model (Level 3 of the fair value hierarchy). For assets to be disposed of, impairment is recognized based on the lower of carrying value or fair value less costs of disposal, as estimated based on comparable asset sales, offers received, or a discounted cash flow model. Based on the results of our periodic reviews we have not recorded any long-lived assets impairment charges during the years ended December 31, 2017, 2016 and 2015.

For undeveloped properties, including non‑operating real properties, when indicators of impairment are present, properties are evaluated for impairment and losses are recorded when undiscounted cash flows estimated to be generated by an asset or market comparisons are less than the asset’s carrying amount. The amount of the impairment loss is calculated as the excess of the asset’s carrying value over its fair value, which is determined using a discounted cash flow analysis, management estimates or market comparisons. The fair value measurements employed for our impairment evaluations, which are subject to the assumptions and factors as previously discussed, were generally based on a review of comparable activities in the marketplace, which fall within Level 3 of the fair value hierarchy.

~~Goodwill and Other Indefinite‑lived Intangible Assets~~

Goodwill represents the excess of the purchase price paid over the fair value of the net assets of the acquired business. Intangible assets acquired in business combinations are recorded based upon their fair value at the date of acquisition. Goodwill and other indefinite‑lived intangible assets are reviewed for impairment annually, during the fourth quarter, or more frequently if events or changes in circumstances indicate that an asset might be impaired.

As a result of our annual impairment review, impairment charges totaling $34.9 million and $3.1 million related to goodwill and trade names, respectively, were recorded in 2017. The fair value measurements employed for our impairment evaluations, which are subject to the assumptions and factors as previously discussed, were generally based on a review of comparable activities in the marketplace, which fall within Level 3 of the fair value hierarchy

Goodwill is tested by comparing the carrying value of the reporting unit to its fair value. We estimate the fair value of the reporting unit utilizing income and market approaches. The income approach is based on projected future cash flow that is discounted to present value using factors that consider the timing and risk of the future cash flows. The market approach is based on our market capitalization at the testing date.

Our indefinite‑lived intangible assets consist of racing and gaming licenses and trade names and are evaluated for impairment annually by comparing the fair value of the asset to its carrying value. Any excess of carrying value over the fair value is recognized as an impairment within the consolidated statements of income in the period of review.

The gaming and racing licenses were valued in aggregate for each respective property, as these licenses are considered to be the most significant asset of the properties and the gaming licenses could not be obtained without holding the racing licenses. Therefore, a market participant would consider the licenses in aggregate. The fair value of the licenses is calculated using an excess earnings methodology, which is an income approach methodology that allocates the projected cash flows of the property to the gaming license intangible assets less charges for the use of the other identifiable assets of the property, including working capital, fixed assets, and other intangible assets. We believe this methodology is appropriate as the gaming licenses are the primary asset to the properties, the licenses are linked to each respective facility and it’s the lowest level at which discrete cash flows can be directly attributable to the assets. Under the gaming legislation applicable to our properties, licenses are property specific and can only be acquired if a buyer acquires the existing facility. Because existing licenses may not be acquired and transferred for use at a different facility,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 ~~each of our properties was the primary assumption in the valuation of such property.~~

We value trade names using the relief‑from‑royalty method with royalty rates range from 0.5% ‑ 1.0%. Trade names recorded as part of the merger with MTR are amortized on a straight‑line basis over a 3.5 year useful lifeobsolescence, demand, competition, and ~~the trade names recorded as part of our acquisition of Isle~~other economic, legal, and ~~acquisition of the Reno properties are not amortized (deemed indefinite-lived).~~

The loyalty programs were valued using a combination of a replacement cost and lost profits analysis and the loyalty programs are amortized on a straight‑line basis over a one- to three-year useful life.

Assessing goodwill and indefinite‑lived intangible assets for impairment is a process that requires significant judgment and involves detailed quantitative and qualitative business‑specific analysis and many individual assumptions which fluctuate between assessments. Our properties’ estimatedregulatory factors. In estimating expected future cash flows for determining whether an asset is impaired, assets are ~~a primary assumption in~~grouped at the ~~respective impairment analyses. Unforeseen events, changes in circumstances and market conditions and material differences in estimates~~lowest level of ~~future~~identifiable cash flows, ~~could negatively affect the fair value~~which, for most of our assets, and result in an impairment charge, which could be material. Cash flow estimates include assumptions regarding factors such as recent and budgeted operating performance, net win per unit (revenue), patron visits, growth percentages which are developed considering general macroeconomic conditions as well as competitive impacts from current and anticipated competition through a reviewis the individual property. See Note 6 for additional information.

Table of customer market data, operating margins, and current regulatory, social and economic climates. These estimates could also be negatively impacted by changes in federal, state, or local regulations, economic downturns or developments and other market conditions affecting travel and access to the properties. The most significant of the assumptions used in our valuations include: (1) revenue growth/decline percentages; (2) discount rates; (3) effective income tax rates; (4) future terminal values and (5) capital expenditure assumptions. These assumptions were developedContents

Allowance for ~~each property based on historical trends, the current competitive markets in which they operate, and projections of future performance and competition.~~

We believe we have used reasonable estimates and assumptions to calculate the fair value of our goodwill reporting units and other indefinite‑lived intangible assets; however, these estimates and assumptions could be materially different from actual results. If actual market conditions are less favorable than those projected, or if events occur or circumstances change that would reduce the fair value of our licensing intangibles below the carrying value reflected on the consolidated balance sheet, we may be required to conduct an interim test or possibly recognize impairment charges, which may be material, in future periods.

~~Reserve for Uncollectible~~Doubtful Accounts ~~Receivable~~

- Gaming

We reserve an estimated amount for gaming receivables that may not be ~~collected.~~collected to reduce the Company’s receivables to their net carrying amount. Methodologies for estimating ~~bad debt reserves~~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.~~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 ~~bad debts.~~

allowance for doubtful accounts. As of December 31, 2023, 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

~~Self‑Insurance Reserves~~

We are ~~self‑insured~~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, ~~and~~ workers’ compensations ~~are included in accrued payroll~~ and ~~related on the consolidated balance sheets. Self‑insurance reserves for~~ general liability claims are included ~~in accrued~~within Accrued other liabilities on the ~~consolidated balance sheets.~~

~~Loyalty Program~~

~~We offer programs whereby~~Balance Sheets.

The assumptions utilized by our ~~participating patrons can accumulate points for wagering that can~~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 redeemed for credits for free play on slot machines, lodging, food and beverage, merchandise and in limited situations, cash. Based upon the estimated redemptions of loyalty program points, an estimated liability is established for the cost of redemption on earned but unredeemed points. The estimated cost of redemption utilizes estimates and assumptions of the mix of the various product offerings for which the points will be redeemed and costs of such product offerings. Changesrecorded in the ~~programs, membership levels and redemption patterns of our participating patrons can impact this liability.~~

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

For information with respect to recent accounting pronouncements and the impact of these pronouncements on our ~~consolidated financial statements,~~Financial Statements, see Note 2, Summary of Significant Accounting Policies – Recently Issued Accounting Pronouncements, in the ~~notes to the consolidated financial statements.~~

Notes.

~~Item 7A.~~

~~Quantitative and Qualitative Disclosures About Market Risk.~~

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~~long-term debt arrangements. ~~At December 31, 2017,~~We manage our interest ~~on borrowings under our New Credit Facility was subject to fluctuation based on changes in short-term interest rates.~~

~~As of December 31, 2017, our long‑term variable‑~~rate borrowings totaled $956.8 million under the New Term Loan and represented approximately 43% of our long‑term debt. In conjunction with the issuance of $500 million of additional 6% Senior Notes and the retirement of variable rate debt in September 2017, this percentage declined from 54% as of December 31, 2016. During 2017, the weighted average interest rates on our variable and fixed rate debt were 3.8% and 6.3%, respectively.

~~The Company evaluates its exposure to market~~ risk by monitoring interest rates, ~~in the marketplace~~including future projected rates, and has, on occasion, utilized derivative financial instruments to help manage this risk. The Company does not utilize derivative financial instruments for trading purposes. There were no material quantitative changes inadjust our ~~market risk exposure, or how such risks are managed, for the year ended~~mix of fixed and variable rate borrowings.

Interest Rate Risk

As of December 31, ~~2017.~~

2023, the face value of our long-term debt was $12.4 billion, including variable-rate long-term borrowings of $3.2 billion. No amounts were outstanding under our revolving credit facility.

The ~~following~~ table below provides information as of December 31, ~~2017~~2023 about our ~~debt obligations, including debt~~fixed rate and variable rate financial instruments that isare sensitive to changes in interest rates, including the cash flows associated with amortization and ~~presents principal~~average interest rates. Principal amounts are used to calculate the payments to be exchanged under the related agreements and ~~related weighted-average interest~~average variable rates ~~by expected maturity dates. Implied~~are based on implied forward rates in the yield curve as of December 31, 2023 and should not be considered a predictor of actual future interest rates.

~~The scheduled maturities~~Table of ~~our long-term~~Contents


	Expected Maturity Date
(Dollars in millions)	2024			2025 (a)			2026			2027			2028			Thereafter			Total			Fair Value
Liabilities
Long-term debt
Fixed rate	$	2		$	4,390		$	2		$	1,613		$	2		$	3,237		$	9,246		$	9,230
Average interest rate	4.3		%	6.1		%	4.3		%	8.1		%	4.3		%	6.1		%	6.5		%
Variable rate	$	63		$	63		$	63		$	63		$	585		$	2,356		$	3,193		$	3,186
Average interest rate	6.9		%	5.7		%	5.4		%	5.5		%	4.9		%	6.7		%	6.5		%

____________________

(a)Maturities of $4.4 billion in 2025 of fixed rate were repaid with the net proceeds of the $2.9 billion CEI Term Loan B-1 and the $1.5 billion CEI Senior Secured Notes due 2032. Following these transactions, the balance of fixed rate debt ~~outstanding for~~decreased by $2.9 billion and the ~~years ending December 31 are as follows:~~

balance of variable rate debt increased by $3.0 billion.

(in thousands)

2018

2019

2020

2021

2022

Thereafter

Total

Fixed Rate Debt

6% Senior Notes

$

—

$

—

$

—

$

—

$

—

$

875,000

$

875,000

7% Senior Notes

—

—

—

—

—

375,000

375,000

Fixed Interest Rate

6.30

%

6.30

%

6.30

%

6.30

%

6.30

%

6.30

%

6.30

%

Variable Rate Debt

Term Loan (1)

$

—

$

—

$

—

$

—

$

—

$

956,750

$

956,750

Average Interest Rate

3.77

%

3.77

%

3.77

%

3.77

%

3.77

%

3.77

%

3.77

%

~~(1)~~

Based upon the weighted average interest rate of borrowings outstanding on our new credit facility as of December 31, 2017. Borrowings under the new credit facility bear interest at a rate per annum of, at our option, either LIBOR or base rate plus an applicable spread.

As of December 31, ~~2017,~~2023, borrowings outstanding under our ~~new term loan~~CEI credit agreement were ~~long-term~~ variable-rate borrowings. Assuming a 100 basis-point increase in ~~LIBOR (in the case of the new term loan, over the 1% floor specified in our credit agreement),~~Term SOFR, our annual interest cost would change by ~~$9.6~~approximately $32 million based on gross amounts outstanding at December 31, ~~2017.~~

2023.

CAESARS ENTERTAINMENT, INC.

~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME~~

~~(dollars in thousands)~~

For the Year Ended December 31,

2017

2016

2015

NET INCOME

$

73,940

$

24,802

$

114,183

Other Comprehensive Income (Loss), net of tax:

Defined benefit pension plan—amortization of net income (loss),
net of tax of $36 and $2 for 2017 and 2015, respectively

67

—

(75
)
Comprehensive Income, net of tax

$

74,007

$

24,802

$

114,108

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

~~ELDORADO RESORTS, INC.~~

~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY~~

~~(dollars in thousands)~~

Common Stock

Shares

Amount

Paid-in
Capital

Retained
Earnings

Non-
controlling
Interest

Accumulated
Other
Comprehensive
Income

Total

Balance, December 31, 2014

46,426,714

$

—

$

165,857

$

(14,425
)

$

103

$

87

$

151,622

Issuance of restricted stock units

17,980

—

1,488

—

—

—

1,488

Acquisition of non-controlling interest

373,135

—

3,552

—

(103
)

—

3,449

Net income

—

—

—

114,183

—

—

114,183

Other comprehensive income

—

—

—

—

—

(75
)

(75
)
Balance, December 31, 2015

46,817,829

—

170,897

99,758

—

12

270,667

Issuance of restricted stock units

217,997

—

3,341

—

—

—

3,341

Net income

—

—

—

24,802

—

—

24,802

Other comprehensive income

—

—

—

—

—

—

—

Exercise of stock options

132,900

—

385

—

—

—

385

Shares withheld related to net share settlement of stock awards

(62,982
)

—

(744
)

—

—

—

(744
)
Balance, December 31, 2016

47,105,744

—

173,879

124,560

—

12

298,451

Isle common stock exchanged at merger

28,468,182

—

574,811

—

—

574,811

Issuance of restricted stock units

1,070,552

—

6,322

—

—

—

6,322

Net income

—

—

—

73,940

—

—

73,940

Other comprehensive income

—

—

—

—

—

67

67

Exercise of stock options

1,185,745

—

2,900

—

—

—

2,900

Shares withheld related to net share settlement of stock awards

(1,004,257
)

—

(11,365
)

—

—

—

(11,365
)
Balance, December 31, 2017

76,825,966

$

—

$

746,547

$

198,500

$

—

$

79

$

945,126

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

~~ELDORADO RESORTS, INC.~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(dollars in thousands)~~

Year Ended December 31,

2017

2016

2015

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$

73,940

$

24,802

$

114,183

Adjustments to reconcile net income to net cash provided by operating
activities:

Depreciation and amortization

105,891

63,449

56,921

Amortization of deferred financing costs, discount and debt premium

6,289

3,520

(4,372
)
Equity in loss (income) of unconsolidated affiliates

367

—

(3,460
)
Loss on early retirement of debt

38,430

155

1,937

Gain on valuation of unconsolidated affiliate

—

—

(35,582
)
Change in fair value of acquisition related contingencies

37

57

90

Stock compensation expense

6,322

3,341

1,488

Loss on sale or disposal of property and equipment

319

836

6

Provision (benefit) for bad debt

531

161

(18
)
Impairment charges

38,016

—

—

(Benefit) provision for deferred income taxes

(113,062
)

11,344

(70,773
)
Change in operating assets and liabilities:

Restricted cash

355

2,857

711

Sale of trading securities

101

—

—

Accounts receivable

(19,110
)

(4,874
)

2,955

Inventory

105

687

(71
)
Prepaid expenses and other assets

(629
)

(1,654
)

2,094

Interest payable

10,974

(344
)

(14,112
)
Income taxes payable

(470
)

—

(137
)
Accounts payable and accrued liabilities

(18,165
)

(6,767
)

4,855

Net cash provided by operating activities

130,241

97,570

56,715

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment, net

(83,522
)

(47,380
)

(36,762
)
Reimbursement of capital expenditures from West Virginia regulatory authorities

361

4,207

1,266

Restricted cash

19,514

—

—

Proceeds from sale of property and equipment

135

1,560

153

Net cash used in business combinations

(1,343,659
)

(194
)

(125,016
)
Investment in and loans to unconsolidated affiliate

(604
)

—

(1,010
)
Decrease in restricted cash due to credit support deposit

—

—

2,500

Decrease in other assets, net

—

659

115

Net cash used in investing activities

(1,407,775
)

(41,148
)

(158,754
)
CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of New Term Loan

1,450,000

—

—

Proceeds from issuance of 6% Senior Notes

875,000

—

—

Proceeds from issuance of 7% Senior Notes

—

—

375,000

Borrowings under New Revolving Credit Facility

166,953

—

—

Payments under Term Loan

(1,062
)

(4,250
)

425,000

Payments under New Term Loan

(493,250
)

—

—

Payments under New Revolving Credit Facility

(166,953
)

—

—

Borrowings under Prior Revolving Credit Facility

41,000

73,000

131,000

Payments under Prior Revolving Credit Facility

(29,000
)

(137,500
)

(37,500
)
Retirement of Term Loan

(417,563
)

—

—

Retirement of Prior Revolving Credit Facility

(41,000
)

—

—

Debt premium proceeds

27,500

—

—

Payment of other long-term obligation

(43
)

—

—

Principal payments under 7% Senior Notes

—

—

(2,125
)
Retirement of long-term debt

—

—

(728,664
)
Payments on capital leases

(490
)

(274
)

(88
)
Debt issuance costs

(51,526
)

(4,288
)

(25,820
)
Call premium on early retirement of debt

—

—

(44,090
)
Taxes paid related to net share settlement of equity awards

(11,365
)

(744
)

—

Proceeds from exercise of stock options

2,900

385

—

Net cash provided by (used in) financing activities

1,351,101

(73,671
)

92,713

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

73,567

(17,249
)

(9,326
)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

61,029

78,278

87,604

CASH AND CASH EQUIVALENTS, END OF YEAR

$

134,596

$

61,029

$

78,278

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Interest paid

$

84,604

$

47,696

$

78,378

Local income taxes paid

246

1,662

1,198

NON-CASH FINANCING ACTIVITIES

Net change in payables for capital expenditures

(317
)

4,222

500

Equipment acquired under capital leases

—

—

870

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

~~ELDORADO RESORTS, INC.~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

~~Summarized results of operations for the Silver Legacy Joint Venture are as follows (in thousands):~~

The information required by this Item is hereby incorporated by reference to ~~represent an option or right~~our Proxy Statement, to ~~acquire shares of Isle common stock,~~be filed with the Securities and (iii) was converted into an option or right to purchase that number of shares ERI common stock equal to the number of shares of Isle common stock subject to the Isle Stock Option multiplied by the Stock Consideration at an exercise price equal to the exercise price of the Isle Stock Option divided by the Stock Consideration, subject to the same restrictions and other terms as are set forth in the Isle equity incentive plan, the award agreementExchange Commission no later than April 29, 2024, pursuant to ~~which such Isle Stock Option was granted and, if applicable, any other relevant agreements (such as an employment agreement).~~

~~Isle restricted stock awards.~~ Each share of Isle common stock subject to vesting, repurchase or lapse restrictions (each an “Isle Restricted Share”) that was outstanding under any Isle equity plan or otherwise immediately prior to the Isle Acquisition Date, as of the Isle Acquisition Date, continued to vest or accelerate (if unvested), as the case may be, in accordance with the applicable Isle stock plan, the award agreement pursuant to which such Isle Restricted Share was granted, and, if applicable, any other relevant agreements (such as an employment agreement) and was exchanged for shares of ERI common stock (in an amount equal to the Stock Consideration, with aggregated fractional shares rounded to the nearest whole share) and remain subject to the same restrictions and other terms as are set forth in the Isle stock plan, the award agreement pursuant to which such Isle Restricted Share was granted, and, if applicable, any other relevant agreements (such as an employment agreement).

~~Isle performance stock units.~~ Each performance stock unit (each, an “Isle PSU”) that was outstanding immediately prior to the Isle Acquisition Date, as of the Isle Acquisition Date, (i) continued to vest or accelerate (if unvested), as the case may be, in accordance with the applicable Isle stock plan, the award agreement pursuant to which such Isle PSU was granted, and, if applicable, any other relevant agreements (such as an employment agreement), (ii) was converted into a number of performance stock units in respect of shares of ERI common stock, in an amount equal to the Stock Consideration (with aggregated fractional shares rounded to the nearest whole share) at the target level of performance, and (iii) remain subject to the same restrictions and other terms as are set forth in the Isle stock plan, the award agreement pursuant to which such Isle PSU was granted, and, if applicable, any other relevant agreements (such as an employment agreement).

~~Isle restricted stock units.~~ ~~Each restricted stock unit, deferred stock unit or phantom unit in respect of a share of Isle common stock granted~~Regulation 14A under the ~~applicable Isle stock plan or otherwise, including any such units held in participant accounts under any employee~~ ~~benefit~~ or compensation plan or arrangement of Isle, other than an Isle PSU (each an “Isle RSU”) that was outstanding immediately prior to the Isle Acquisition Date, as of the Isle Acquisition Date, (i) continued to vest or accelerate (if unvested), as the case may be, in accordance with the applicable Isle stock plan, the award agreement pursuant to which such Isle RSU was granted, and, if applicable, any other relevant agreements (such as an employment agreement or applicable employee benefit plan), (ii) was converted into a number of restricted stock units, deferred stock units or phantom units, as applicable, in respect of shares of ERI common stock, in an amount equal to the Stock Consideration (with aggregated fractional shares rounded to the nearest whole share), and (iii) remain subject to the same restrictions and other terms as are set forth in the Isle stock plan, the award agreement pursuant to which such Isle RSU was granted, and, if applicable, any other relevant agreements (such as an employment agreement or applicable employee benefit plan).

On January 23, 2015, the Compensation Committee of the BOD of the Company approved the grant of 685,606 RSUs and performance awards with a fair value of $4.03 per unit, the NASDAQ average price per share on that date, to executive officers and certain key employees under the 2015 Plan, and the grant of 89,900 RSUs with a fair value of $4.03 per unit, the NASDAQ average price per share on that date, to non-employee members of the BOD under the 2015 Plan. Such awards became effective upon our stockholders’ approval of the 2015 Plan on June 23, 2015. Throughout 2015, an additional 9,171 RSUs were granted to certain employees under the 2015 Plan.

On January 22, 2016, the Compensation Committee of the BOD of the Company approved the grant of 367,519 RSUs and performance awards, to executive officers and certain key employees, and the grant of 34,920 RSUs to non-employee members of the BOD under the 2015 Plan. The RSUs had a fair value of $10.77 per unit which was the NASDAQ average price per share on that date. Throughout 2016, an additional 14,661 RSUs were granted to certain employees under the 2015 Plan.

On January 27, 2017, the Company granted 298,761 RSUs (time-based awards and performance awards with a two-year performance period) to executive officers and key employees, and 46,282 RSUs (time-based awards) to non-employee members of the BOD under the 2015 Plan. The performance awards granted in 2017 are based on a two-year performance criteria and accounted for as two sub-awards. The January 27, 2017, RSUs had a fair value of $15.50 per unit which was the NASDAQ closing price on that date. An additional 246,755 RSUs were also granted to key employees during the year ended December 31, 2017.

On January 26, 2018, the Company granted 353,897 RSUs (time-based awards and performance awards with a two-year performance period) to executive officers, key employees and non-employee members of the BOD under the 2015 Plan. The RSUs had a fair value of $32.52 per unit which was the NASDAQ closing price on that date.

~~A summary of the RSU activity, including performance awards and converted Isle awards, for the years ended December 31, 2015, 2016 and 2017 is as follows:~~

Equity Awards

Weighted-Average Grant
Date
Fair Value

Weighted-Average Remaining Contractual Life

Aggregate Fair Value

(in years)

(in millions)

Unvested outstanding as of January 1, 2015

—

$

—

—

$

—

Granted (1)

917,283

4.08

Vested

(89,900
)

4.03

Unvested outstanding as of December 31, 2015

827,383

$

4.09

2.12

$

3.40

Granted (2)

410,694

10.81

Vested

(255,707
)

5.83

Unvested outstanding as of December 31, 2016

982,370

$

6.45

1.41

$

6.33

Granted (3)

600,206

20.91

Exchanged (4)

860,557

18.94

Forfeited

(11,870
)

15.74

Vested

(851,764
)

18.37

Unvested outstanding as of December 31, 2017

1,579,499

$

12.25

0.92

$

19.35

~~(1)~~

~~Includes 475,409 of performance awards at 135% of target~~ ~~and 351,974 time-based awards at 100% of target all of which were granted in 2015.~~

Securities Act.

~~(2)~~

~~Includes 176,632 of performance awards at 96.5% of target and 234,062 time-based awards at 100% of target.~~

~~(3)~~

Includes 107,309 of performance awards at 108.5% of target, 100,833 of performance awards at 100% of target and 392,064 time-based awards at 100% of target. Performance awards granted in 2017 are based on a two-year performance criteria and accounted for as two sub-awards.

~~(4)~~

~~Represents exchanged Isle RSUs as a result of the Isle Acquisition based on the average of the ERI share price on the grant dates.~~

As of December 31, 2017 and 2016, the Company had $11.1 million and $2.5 million, respectively, of unrecognized compensation expense, including 2017 performance awards at 108.5% and 100% of target, respectively, and 2016 performance awards at 96.5% target, related to unvested RSUs. The RSUs are expected to be recognized over a weighted-average period of 0.92 years and 1.41 years, respectively.

During the first quarter of 2016, the Company’s chief operating officer terminated employment and the chief financial officer retired. In conjunction with the termination and retirement, unvested RSUs totaling 167,511, which were outstanding as of December 31, 2015, immediately vested representing an additional $0.5 million included in stock compensation expense during the first quarter of 2016. Additionally, severance costs totaling $1.4 million were recognized during the first quarter of 2016.

These amounts are included in corporate expenses and, in the case of certain property positions, general and administrative expenses in the Company’s consolidated statements of income. We recognized a reduction in income tax expense of $1.0 million and $0.8 million for the year ended December 31, 2017 and 2016, respectively, for excess tax benefits related to stock-based compensation.

~~A summary of the ERI Stock Option activity for the years ended December 31, 2015, 2016 and 2017:~~

Weighted-

Weighted-

Average

Average

Range of

Exercise

Remaining

Aggregate

Options

Exercise Prices

Price

Contractual Life

Intrinsic Value

(in years)

(in millions)

Outstanding and Exercisable as of
   January 1, 2015

398,200

$
2.44

$
16.27

$

7.88

4.54

$

0.2

Expired

(86,000
)

$
11.30

$

11.30

Outstanding and Exercisable as of
   December 31, 2015

312,200

$
2.44

$
16.27

$

6.94

3.47

$

1.3

Expired

(10,000
)

$
11.30

$

11.30

Exercised

(132,900
)

$
2.44

$
3.94

$

2.89

Outstanding and Exercisable as of
   December 31, 2016

169,300

$
2.44

$
16.27

$

9.94

0.86

$

1.2

Exchanged (1)

1,351,168

$
6.87

$
15.60

10.12

Expired

(62,871
)

$
2.44

$
12.29

$

4.63

Exercised

(1,185,745
)

$
6.87

$
16.27

$

10.45

Outstanding and Exercisable as of
   December 31, 2017

271,852

$
3.94

$
15.60

$

9.63

1.04

$

6.4

There were 1,185,745 options exercised and 62,871 options expired in 2017. There were 132,900 options exercised and 10,000 options expired in 2016. There were no options exercised in 2015. Cash received from the exercise of stock options was $2.9 million and $0.4 million for the years ended December 31, 2017 and 2016, respectively. The Company recognized a tax benefit from the stock option exercises of $1.0 million and $0.8 million in 2017 and 2016, respectively.

~~A summary of the ERI Restricted Stock Awards activity for the year ended December 31, 2017 is as follows:~~

Weighted-

Average

Grant Date

Restricted Stock

Fair Value

Outstanding as of December 31, 2016

—

$
—

Exchanged (1)

180,374

19.23

Forfeited

(1,602
)

19.13

Vested

(167,963
)

19.24

Outstanding as of December 31, 2017

10,809

$
19.13

~~(1)~~

~~Represents exchanged Isle Restricted Stock Awards as a result of the Isle Acquisition.~~

The Company’s unrecognized compensation cost for unvested restricted stock awards was $0.1 million as of December 31, 2017. The weighted average remaining life was 0.4 years and had an aggregate fair value of $0.1 million at December 31, 2017.

~~Note 13. Earnings per Share~~

The following table illustrates the required disclosure of the reconciliation of the numerators and denominators of the basic and diluted net income per share computations during the years ended December 31, 2017, 2016 and 2015 (dollars in thousands, except per share amounts):

2017

2016

2015

Net income available to common stockholders

$

73,940

$

24,802

$

114,183

Shares outstanding:

Weighted average shares outstanding - basic

67,133,531

47,033,311

46,550,042

Effect of dilutive securities:

Stock options

98,294

96,515

120,479

RSUs

870,989

571,736

338,459

Weighted average shares outstanding - diluted

68,102,814

47,701,562

47,008,980

Net income per common share attributable to common
stockholders - basic:

$

1.10

$

0.53

$

2.45

Net income per common share attributable to common
stockholders - diluted:

$

1.09

$

0.52

$

2.43

~~Note 14. Accumulated Other Comprehensive Income (Loss)~~

The Company’s accumulated other comprehensive income (loss) is related to the Scioto Downs defined benefit pension plan. A summary of the change in accumulated other comprehensive income (loss) during the three years ended December 31, 2017 and 2016 is as follows (in thousands):

~~Balance as of December 31, 2014~~	$	87
~~Other comprehensive loss~~		~~(75~~	)
~~Balance as of December 31, 2015~~		12
~~Other comprehensive income~~		—
~~Balance as of December 31, 2016~~		12
~~Other comprehensive income~~		67
~~Balance as of December 31, 2017~~	$	79

~~Note 15. Fair Value Measurements~~

~~Fair value~~

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is ~~an exit price, representing~~hereby incorporated by reference to our Proxy Statement, to be filed with the ~~amount that would be received~~Securities and Exchange Commission no later than April 29, 2024, pursuant to ~~sell an asset or paid~~Regulation 14A under the Securities Act.

Item 14. Principal Accounting Fees and Services

The information about aggregate fees billed to transfer a liability in an orderly transaction between market participants. Accordingly, fair value is a market based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there is a three‑tier fair value hierarchy, which prioritizes the inputs used in measuring fair values as follows:

~~Level 1 Inputs: Quoted market prices in active markets for identical assets or liabilities.~~

~~Level 2 Inputs: Observable market‑based inputs or unobservable inputs that are corroborated by market data.~~

~~Level 3 Inputs: Unobservable inputs that are not corroborated by market data.~~

~~Items Measured at Fair Value on a Recurring Basis: The following table sets forth the assets measured at fair value on a recurring basis, by input level, in the consolidated balance sheets at December 31, 2017:~~

December 31, 2017

Level 1

Level 2

Total

Assets:

Marketable securities

$

7,906

$

9,725

$

17,631

Restricted cash and investments

9,055

4,098

13,153

~~The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practical to estimate fair value:~~

~~Cash and Cash Equivalents~~: Cash equivalents include investments in money market funds. Investments in this category can be redeemed immediately at the current net asset value per share. A money market fund is a mutual fund whose investments are primarily in short‑term debt securities designed to maximize current income with liquidity and capital preservation, usually maintaining per share net asset value at a constant amount, such as one dollar. Cash and cash equivalents also includes cash maintained for gaming operations. The carrying amounts approximate the fair value because of the short maturity of those instruments (Level 1).

~~Restricted Cash~~: Restricted cash includes cash reserved for unredeemed winning tickets from the Company’s racing operations, funds related to horsemen’s fines and certain simulcasting funds that are restricted to payments for improving horsemen’s facilities and racing purses, cash deposits that serve as collateral for letters of credit, surety bonds and short-term certificates of deposit that serve as collateral for certain bonding requirements. The estimated fair values of our restricted cash and investments are based upon quoted prices available in active markets (Level 1), or quoted prices for similar assets in active and inactive markets (Level 2), and represent the amounts we would expect to receive if we sold our restricted cash and investments. ~~Restricted investments, included in Other Assets, net, relate to trading securities pledged as collateral~~us by our ~~captive insurance company.~~

~~Accounts Receivable and Credit Risk: The allowance~~principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34) is estimated based on specific review of customer accounts as well as historical collection experience and current economic and business conditions. Management believes that no significant concentrations of credit risk relatedincorporated herein by reference to ~~receivables existed.~~

~~Marketable Securities:~~ Marketable securities consist primarily of trading securities held the Company’s captive insurance subsidiary. The estimated fair values of the Company’s marketable securities are determined on an individual asset basis based upon quoted prices of identical assets available in active markets (Level 1), quoted prices of identical assets in inactive markets, or quoted prices for similar assets in active and inactive markets (Level 2), and represent the amounts we would expect to receive if we sold these marketable securities.

~~Long‑term Debt: The fair value of~~ our long-term debt or other long-term obligations is estimated based on the quoted market price of the underlying debt issue (Level 1) or, when a quoted market price is not available, the discounted cash flow of future payments utilizing current rates available to us for the debt of similar remaining maturities (Level 2). Debt obligations with a short remaining maturity have a carrying amount that approximates fair value.

~~Acquisition‑Related Contingent Considerations: Contingent consideration related to the July 2003 acquisition of Scioto Downs represents the estimate of amounts~~Proxy Statement, to be ~~paid~~filed with the Securities and Exchange Commission no later than April 29, 2024, pursuant to ~~former stockholders~~Regulation 14A under the Securities Act.

Table of Scioto Downs under certain earn-out provisions. The Company considers the acquisition related contingency’s fair value measurement, which includes forecast assumptions, to be Level 3 within the fair value hierarchy. Acquisition related contingent considerations is included in accrued other liabilities on the consolidated balance sheets.

~~There were no transfers between Level 1~~Contents

112

PART IV

Item 15. Exhibits and ~~Level 2 investments.~~

Financial Statement Schedules

~~The estimated fair values of the Company’s financial instruments are as follows (amounts in thousands):~~

December 31, 2017

December 31, 2016

Carrying

Fair

Carrying

Fair

Amount

Value

Amount

Value

Financial assets:

Cash and cash equivalents

$

134,596

$

134,596

$

61,029

$

61,029

Restricted cash

13,153

13,153

2,414

2,414

Marketable securities

17,631

17,631

—

—

Financial liabilities:

7% Senior Notes

$

367,854

$

400,800

$

366,859

$

397,500

6% Senior Notes

880,889

914,375

—

—

New Term Loan

938,002

956,750

—

—

Other long-term debt

2,531

2,531

—

—

Term Loan

—

—

406,047

423,858

Revolving Credit Facility

—

—

26,977

29,000

Capital leases

917

917

543

543

Acquisition-related contingent considerations

486

486

496

496

~~The following table represents the change in acquisition-related contingent consideration liabilities for the period December 31, 2014 to December 31, 2017.~~

~~Balance as of January 1, 2015~~	$
		~~524~~	(a)(i) Financial Statements
~~Amortization~~Included in Part II (Item 8) of ~~present value discount (1)~~					52	this Annual Report on Form 10-K:
~~Fair value adjustment for change in consideration~~ ~~expected to be paid (2)~~					38	Report of Independent Registered Public Accounting Firm
~~Settlements~~					~~(85~~	)
Consolidated Balance Sheets as of December 31, ~~2015~~			~~529~~	2023 and 2022
~~Amortization~~ Consolidated Statements of ~~present value discount (1)~~					70	Operations for the Years Ended December 31, 2023 , 202 2 and 2021
~~Fair value adjustment~~ Consolidated Statements of Comprehensive Income (Loss) for ~~change in consideration~~ ~~expected to be paid (2)~~					~~(13~~	) the Years Ended December 31, 2023 , 202 2 and 2021
~~Settlements~~					~~(90~~	) Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 202 3 , 202 2 and 2021
~~Balance~~ Consolidated Statements of Cash Flows for the Years Ended December 31, 202 3 , 202 2 and 2021
Notes to Consolidated Financial Statements
(a)(ii) Financial Statement Schedule

Schedule I—Condensed Financial Information of Registrant Parent Company Only as of December 31, ~~2016~~					~~496~~	2023 and 202 2 and for the Years Ended December 31, 202 3 , 202 2 and 2021
~~Amortization of present value discount (1)~~					69	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.
~~Fair value adjustment for change in consideration~~ ~~expected to be paid (2)~~ (a)(iii) Exhibits

Table of Contents

113

Exhibit

Number

Description of Exhibit

Method of Filing

~~Settlements~~

2.1

Agreement and Plan of Merger, dated as of June 24, 2019, by and among Caesars Entertainment Corporation, Eldorado Resorts, Inc. and Colt Merger Sub, Inc.

~~(90~~

)

Previously filed on Form 8-K filed on June 25, 2019.

~~Balance~~

2.2

Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019, by and among Caesars Entertainment Corporation, Eldorado Resorts, Inc. and Colt Merger Sub, Inc.

Previously filed on Form 8-K filed on August 16, 2019.

3.1

Amended and Restated Certificate of Incorporation of Caesars Entertainment, Inc.

Previously filed on Form 8-K filed on June 16, 2023.

3.2

Amended and Restated Bylaws of Caesars Entertainment, Inc.

Previously filed on Form 8-K filed on August 1, 2022.

4.1

Description of Capital Stock

Filed herewith.

4.2††

Indenture (6.25% CEI Senior Secured Notes due 2025) dated as of July 6, 2020, by and between Colt Merger Sub, Inc. and U.S. Bank National Association, as trustee and collateral agent.

Previously filed on Form 8-K filed on July 7, 2020.

4.3††

First Supplemental Indenture, dated as of July 20, 2020, to Indenture (6.25% CEI Senior Secured Notes due 2025), 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 and collateral agent.

Previously filed on Form 8-K filed on July 21, 2020.

4.4††

Second Supplemental Indenture, dated as of June 4, 2021, to Indenture (6.25% CEI Senior Secured Notes due 2025), dated as of July 6, 2020, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee and collateral agent.

Previously filed on Form 10-K filed on February 22, 2023.

4.5††

Third Supplemental Indenture, dated as of November 3, 2023, to Indenture (6.250% CEI Senior Secured Notes due 2025), dated as of July 6, 2020, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto and 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.

4.6

Indenture (8.125% CEI Senior Notes due 2027) dated as of July 6, 2020, by and between Colt Merger Sub, Inc. and U.S. Bank National Association, as trustee.

Previously filed on Form 8-K filed on July 7, 2020.

4.7

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.

4.8

Second Supplemental Indenture, dated as of June 4, 2021, to Indenture (8.125% CEI Senior Notes due 2027), dated as of July 6, 2020, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee.

Previously filed on Form 10-K filed on February 22, 2023.

4.9

Third Supplemental Indenture, dated as of November 3, 2023, to Indenture (8.125% CEI Senior Notes due 2027), dated as of July 6, 2020, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee.

Filed herewith.

4.10†††

Indenture (5.75% CRC Secured Notes due 2025) dated as of July 6, 2020, by and between Colt Merger Sub, Inc., U.S. Bank National Association, as trustee, and Credit Suisse AG, Cayman Islands Branch, as collateral agent.

Previously filed on Form 8-K filed on July 7, 2020.

4.11†††

First Supplemental Indenture, dated as of July 20, 2020, to Indenture (5.75% CRC Secured Notes due 2025), dated as of July 6, 2020, by and among Colt Merger Sub, Inc., CRC Finco, Inc., Caesars Resort Collection, LLC, the subsidiary guarantors party thereto, U.S. Bank National Association, as trustee, and Credit Suisse AG, Cayman Islands Branch, as collateral agent.

Previously filed on Form 8-K filed on July 21, 2020.

4.12†††

Second Supplemental Indenture, dated as of August 6, 2021, to Indenture (5.75% CRC Secured Notes due 2025), dated as of July 6, 2020, by and among Caesars Entertainment, Inc., CRC Finco, Inc., Caesars Resort Collection, LLC and U.S. Bank National Association, as trustee and collateral agent.

Previously filed on Form 8-K filed on August 10, 2021.

4.13

Indenture (4.625% CEI Senior Notes due 2029), dated as of September 24, 2021, by and between Caesars Entertainment, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee.

Previously filed on Form 8-K filed on September 27, 2021.

4.14

First Supplemental Indenture, dated as of October 4, 2022, to Indenture (4.625% CEI Senior Notes due 2029), by and among Caesars Entertainment, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee.

Previously filed on Form 8-K filed on October 5, 2022.

4.15

Second Supplemental Indenture, dated as of November 3, 2023, to Indenture (4.625% CEI Senior Notes due 2029), by and among Caesars Entertainment, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee.

Filed herewith.

Table of Contents

114

Exhibit

Number

Description of Exhibit

Method of Filing

4.16

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.

4.17

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.

4.18

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.

Filed herewith.

4.19

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.

10.1

Second Amendment to Lease (CPLV) (which includes a conformed copy of the Las Vegas Lease through the Second Amendment), dated as of July 20, 2020, by and among CPLV Property Owner LLC, Claudine Propco LLC, Propco TRS LLC, Desert Palace LLC, CEOC, LLC and Harrah’s Las Vegas, LLC

Previously filed on Form 8-K filed on July 21, 2020.

10.2

Third Amendment to Lease, dated as of September 30, 2020, by and among CPLV Property Owner LLC, Claudine Propco LLC, Propco TRS LLC, Desert Palace LLC, CEOC, LLC and Harrah’s Las Vegas, LLC.

Previously filed on Form 10-Q filed on November 9, 2020.

10.3

Fourth Amendment to Lease, dated as of November 18, 2020, by and among CPLV Property Owner LLC, Claudine Propco LLC, Propco TRS LLC, Desert Palace LLC, CEOC, LLC and Harrah’s Las Vegas, LLC.

Previously filed on Form 10-K on March 1, 2021.

10.4

Fifth Amendment to Lease, dated as of September 3, 2021, by and among CPLV Property Owner LLC, Claudine Propco LLC, Propco TRS LLC, Desert Palace LLC, CEOC, LLC and Harrah’s Las Vegas, LLC.

Previously filed on Form 10-Q on November 5, 2021.

10.5

Sixth Amendment to Lease, dated as of November 1, 2021, by and among CPLV Property Owner LLC, Claudine Propco LLC, Propco TRS LLC, Desert Palace LLC, CEOC, LLC and Harrah’s Las Vegas, LLC.

Previously filed on Form 10-K filed on February 24, 2022.

10.6

Guaranty, dated as of July 20, 2020, by and among Eldorado Resorts, Inc., CPLV Property Owner LLC and Claudine Propco LLC.

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**

Sixth Amendment to Lease, dated as of September 30, 2020, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC.

Previously filed on Form 10-Q filed on November 9, 2020.

10.9

Seventh Amendment to Lease, dated as of November 18, 2020, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC.

Previously filed on Form 10-K on March 1, 2021.

10.10

Eighth Amendment to Lease, dated as of September 3, 2021, by and among the entities listed on Schedule A and B thereto and Propco TRS LLC.

Previously filed on Form 10-Q on November 5, 2021.

10.11

Ninth Amendment to Lease, dated as of November 1, 2021, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC.

Previously filed on Form 10-K filed on February 24, 2022.

10.12

Tenth Amendment to Lease (Regional), dated as of December ~~31, 2017~~

30, 2021, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC.

Previously filed on Form 10-K filed on February 24, 2022.

10.13

Eleventh Amendment to Lease, dated as of August 25, 2022, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC.

Previously filed on Form 10-Q filed on November 2, 2022.

~~486~~

Table of Contents

115

~~(1)~~

Exhibit

Number

~~Changes~~

Description of Exhibit

Method of Filing

10.14

Twelfth Amendment to Lease, dated as of April 7, 2023, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC.

Previously filed on Form 10-Q filed on May 3, 2023.

10.15

Guaranty of Lease, dated as of July 20, 2020, by and among Eldorado Resorts, Inc. and the entities listed on Schedule A thereto (Regional).

Previously filed on Form 8-K filed on July 21, 2020.

10.16**

Second Amendment to Lease (Joliet) (which includes a conformed copy of the Joliet Lease through the Second Amendment), dated as of July 20, 2020, by and among Harrah’s Joliet Landco LLC, Des Plaines Development Limited Partnership, CEOC, LLC and Propco TRS LLC.

Previously filed on Form 8-K filed on July 21, 2020.

10.17**

Third Amendment to Lease, dated as of September 30, 2020,by and among Harrah’s Joliet Landco LLC, Des Plaines Development Limited Partnership, CEOC, LLC and Propco TRS LLC.

Previously filed on Form 10-Q filed on November 9, 2020.

10.18

Fourth Amendment to Lease, dated as of November 18, 2020, by and among Harrah’s Joliet Landco LLC, Des Plaines Development Limited Partnership, CEOC, LLC and Propco TRS LLC.

Previously filed on Form10-K on March 1, 2021.

10.19

Fifth Amendment to Lease, dated as of September 3, 2021, by and among Harrah’s Joliet Landco LLC, Des Plaines Development Limited Partnership, CEOC, LLC and Propco TRS LLC.

Previously filed on Form 10-Q on November 5, 2021

10.20

Sixth Amendment to Lease, dated as of November 1, 2021, by and among Harrah’s Joliet Landco LLC, Des Plaines Development Limited Partnership, CEOC, LLC and Propco TRS LLC.

Previously filed on Form 10-K filed on February 24, 2022.

10.21

Guaranty, dated as of July 20, 2020, by and between Eldorado Resorts, Inc. and Harrah’s Joliet Landco LLC.

Previously filed on Form 8-K filed on July 21, 2020.

10.22*

Right of First Refusal Agreement, dated as of July 20, 2020, by and between Eldorado Resorts, Inc. and VICI Properties L.P. (Las Vegas Strip).

Previously filed on Form 8-K filed on July 21, 2020.

10.23

Right of First Refusal Agreement, dated as of July 20, 2020, by and between Eldorado Resorts, Inc. and VICI Properties L.P. (Horseshoe Baltimore).

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*

Amended and Restated Put-Call Right Agreement, dated as of July 20, 2020, by and among Claudine Propco, LLC and Eastside Convention Center, LLC.

Previously filed on Form 8-K filed on July 21, 2020.

10.26*

Second Amended and Restated Put-Call Right Agreement entered into as of September 18, 2020 by and among Claudine Propco LLC and Caesars Convention Center Owner, LLC.

Previously filed on Form 8-K filed on September 18, 2020.

10.27*

Put-Call Right Agreement entered into as of July 20, 2020 by and between Centaur Propco LLC and Caesars Resort Collection, LLC.

Previously filed on Form 8-K filed on July 21, 2020.

10.28

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.

10.29

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.

10.30

Incremental Assumption Agreement No. 1, dated as of July 20, 2020, by and among Eldorado Resorts, Inc., the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Previously filed on Form 8-K filed on July 21, 2020.

10.31

First Amendment to Credit Agreement, dated as of November 10, 2021, by and between Caesars Entertainment, Inc. and JPMorgan Chase Bank, N.A., as administrative agent.

Previously filed on Form 8-K filed on November 10, 2021.

10.32

Second Amendment to Credit Agreement, dated as of January 26, 2022, by and between Caesars Entertainment, Inc. and JPMorgan Chase Bank, N.A., as administrative agent.

Previously filed on Form 8-K filed on January 27, 2022.

10.33

Third Amendment to Credit Agreement, dated as of October 5, 2022, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Previously filed on Form 8-K filed on October 5, 2022.

10.34*

Incremental Assumption Agreement No. 2, dated as of February 6, 2023, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Previously filed on Form 8-K filed on February 6, 2023.

Table of Contents

116

Exhibit

Number

Description of Exhibit

Method of Filing

10.35*

I ncremental Assumption Agreement No. 3, dated as of February 6, 2024, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Previously filed on Form 8-K filed on February 7, 2024.

10.36

Caesars Entertainment Corporation Amended and Restated Escrow Agreement, dated as of December 12, 2016, between Caesars Entertainment Corporation and Wells Fargo Bank, N.A.

Previously filed on Form 8-K filed by Caesars Holdings, Inc. on October 13, 2017.

10.37

Amended and Restated Casino Operating Contract, dated April 1, 2020, by and between Jazz Casino Company, L.L.C. and the State of Louisiana, by and through the Louisiana Gaming Control Board.

Previously filed on Form 8-K filed by Caesars Holdings, Inc. on April 6, 2020.

10.38

First Amendment to the Amended and Restated Casino Operating Contract, made and entered into as of April 9, 2020, and made effective as of April 1, 2020, by and between Jazz Casino Company, L.L.C. and the State of Louisiana, by and through the Louisiana Gaming Control Board.

Previously filed on Form 8-K/A filed by Caesars Holdings, Inc. on April 14, 2020.

10.39†

Caesars Entertainment Corporation Executive Supplemental Savings Plan III.

Previously filed on Form S-8 filed by Caesars Holdings, Inc. on December 13, 2018.

10.40†

Caesars Entertainment Corporation Outside Director Deferred Compensation Plan.

Previously filed on Form S-8 filed by Caesars Holdings, Inc. on December 13, 2018.

10.41†

Eldorado Resorts, Inc. Amended and Restated 2015 Equity Incentive Plan

Previously filed on Form S-8 POS filed on June 29, 2019.

10.42†

Form of Director Indemnification Agreement.

Previously filed on Form 10-Q filed on November 9, 2020.

10.43†

Form of Director Non-Deferred Restricted Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive

Previously filed on Form 10-K filed on February 28, 2020.

10.44†

Form of Restricted Stock Unit Award Agreement pursuant to the Amended & Restated 2015 Equity Incentive Plan.

Previously filed on Form 10-K on March 1, 2021.

10.45†

Form of Restricted Stock Unit Award Agreement Performance-Based (TSR) pursuant to the Amended & Restated 2015 Equity Incentive Plan.

Previously filed on Form 10-K on March 1, 2021.

10.46†

Form of Restricted Stock Unit Time-Based Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan.

Previously filed on Form 10-K filed on February 28, 2020.

10.47†

Form of Director Restricted Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan.

Previously filed on Registration Statement Form S-1 filed by Eldorado Resorts, Inc. June 14, 2015.

10.48†

Form of Performance Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan.

Previously filed on Form 10-K filed on March 1, 2019.

10.49†

Amended and Restated Executive Employment Agreement, dated as of January 26 , 202 4 , by and between Caesars Enterprise Services, LLC and Bret Yunker.

Filed herewith.

10.50†

Amended and Restated Executive Employment Agreement, dated as of January 26 , 202 4 , by and between Caesars Enterprise Services, LLC and Stephanie Lepori.

Filed herewith.

10.51†

Amended and Restated Executive Employment Agreement, dated as of January 26 , 202 4 , by and between Caesars Enterprise Services, LLC and Thomas Reeg.

Filed herewith.

10.52†

Restricted Stock Unit Award Agreement by and between Caesars Entertainment, Inc. and Thomas R. Reeg dated February 25, 2022.

Previously filed on Form 8-K filed on March 1, 2022.

10.53†

Amended and Restated Executive Employment Agreement, dated as of January 26 , 202 4 , by and between Caesars Enterprise Services, LLC and Anthony Carano.

Filed herewith.

10.54†

Amended and Restated Executive Employment Agreement, dated as of January 26 , 202 4 , by and between Caesars Enterprise Services, LLC and Edmund L. Quatmann, Jr.

Filed herewith.

Table of Contents

117

Exhibit

Number

Description of Exhibit

Method of Filing

10.55

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.

10.56

Third Amended and Restated Master Lease, dated as of No vember 13, 2023 , by and among Tropicana Entertainment, Inc., IOC Black Hawk County, Inc., Isle of Capri Bettendorf, L.C. and GLP Capital L.P.

Filed herewith.

14.1

Code of Ethics and Business Conduct

Filed herewith.

21.1

Subsidiaries of the Registrant

Filed herewith.

23.1

Consent of Deloitte & Touche LLP

Filed herewith.

31.1

Certification of Thomas R. Reeg pursuant to Rule 13a-14a and Rule 15d-14(a)

Filed herewith.

31.2

Certification of Bret Yunker pursuant to Rule 13a-14a and Rule 15d-14(a)

Filed herewith.

32.1

Certification of Thomas R. Reeg in ~~present value are included as a component~~accordance with 18 U.S.C. Section 1350

Filed herewith.

32.2

Certification of ~~interest expense~~Bret Yunker in accordance with 18 U.S.C. Section 1350

Filed herewith.

97.1

Policy Relating to Recovery of Erroneously Awarded Compensation

Filed herewith.

99.1

Gaming and Regulatory Overview

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 ~~consolidated statements of income.~~

Inline XBRL document)

Filed herewith.

______________________

~~(2)~~
†	~~Fair value adjustments for changes in earn-out estimates are recorded as~~	Denotes a ~~component~~management contract or compensatory plan or arrangement.
††		On February 7, 2024, the CEI Senior Secured Notes due 2025 and the related amendments/incremental assumption agreements and the guarantees agreement were terminated.
†††		On February 16, 2024, the CRC Secured Notes due 2025 and the related amendments/incremental assumption agreements and the guarantees agreement were terminated.
*		Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of ~~general~~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 ~~administrative expense in the consolidated statements~~(ii) could be competitively harmful if publicly disclosed.
w		Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of ~~income.~~ Regulation S-K.

~~Note~~

Item 16. ~~Commitments~~Form 10-K Summary

None.

Table of Contents

118

Schedule I

CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY

CAESARS ENTERTAINMENT, INC.

CONDENSED BALANCE SHEETS


	As of December 31,
(In millions)	2023		2022
ASSETS
Current assets	$	135	$	188








Investment in and advances to unconsolidated affiliates	—		3
Investment in subsidiaries	11,523		10,465
Property and equipment, net	2		4

Long-term intercompany notes	4,401		—
Other long-term assets, net	25		146
Total assets	$	16,086	$	10,806

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	$	306	$	236





Long-term debt	11,199		6,826

Other long-term liabilities	29		31
Total liabilities	11,534		7,093
Total stockholders’ equity	4,552		3,713
Total liabilities and stockholders’ equity	$	16,086	$	10,806

See accompanying Notes to Condensed Financial Information.

Table of Contents

119

Schedule I

CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY

CAESARS ENTERTAINMENT, INC.

CONDENSED STATEMENTS OF OPERATIONS


	Years Ended December 31,
(In millions)	2023		2022		2021
Net revenues	$	—	$	—	$	4

Expenses:
Corporate expense	2		4		43
Depreciation and amortization	2		4		6
Transaction and other costs, net	(26)		11		60
Total operating expenses	(22)		19		109
Operating income (loss)	22		(19)		(105)
Other expense:
Interest expense	(507)		(428)		(395)
Income (loss) on interests in subsidiaries	1,268		(492)		(437)
Loss on extinguishment of debt	—		—		(14)
Other income (loss)	3		40		(72)
Income (loss) from operations before income taxes	786		(899)		(1,023)
Benefit for income taxes	—		—		4
Net income (loss)	$	786	$	(899)	$	(1,019)

See accompanying Notes to Condensed Financial Information.

Table of Contents

120

Schedule I

CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY

CAESARS ENTERTAINMENT, INC.

CONDENSED STATEMENTS OF CASH FLOWS


	Years Ended December 31,
(In millions)	2023		2022		2021
Cash flows used in operating activities	$	(296)	$	(329)	$	(448)
Cash flows from investing activities
Issuance of long-term intercompany notes	(4,420)		—		—
Collections from long-term intercompany notes	19		—		—
Purchase of property and equipment, net	—		—		(1)
William Hill Acquisition	—		—		(3,938)

Proceeds from sale of businesses, property and equipment, net of cash sold	—		15		—

Proceeds from the sale of investments	—		84		89
Cash flows provided by (used in) investing activities	(4,401)		99		(3,850)
Cash flows from financing activities

Proceeds from long-term debt and revolving credit facilities	5,460		750		1,200
Debt issuance and extinguishment costs	(79)		(12)		(17)
Repayments of long-term debt and revolving credit facilities	(1,017)		(89)		(100)
Net proceeds (repayments) with related parties	189		(592)		705
Cash paid to settle convertible notes	—		—		(367)


Taxes paid related to net share settlement of equity awards	(27)		(27)		(45)

Proceeds from issuance of common stock	—		1		3


Cash flows provided by financing activities	4,526		31		1,379

Decrease in cash, cash equivalents, and restricted cash	(171)		(199)		(2,919)
Cash, cash equivalents, and restricted cash, beginning of period	316		515		3,434
Cash, cash equivalents, and restricted cash, end of period	$	145	$	316	$	515

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONDENSED BALANCE SHEETS
Cash and cash equivalents in current assets	$	134	$	185	$	199

Restricted and escrow cash included in other long-term assets, net	11		131		316
Total cash, cash equivalents and restricted cash	$	145	$	316	$	515

See accompanying Notes to Condensed Financial Information.

Table of Contents

121

Schedule I

CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY

CAESARS ENTERTAINMENT, INC.

NOTES TO CONDENSED FINANCIAL INFORMATION

1.Background and ~~Contingencies~~

~~Capital Leases.~~basis of presentation

These condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X, as the restricted net assets of Caesars Entertainment, Inc. and its subsidiaries exceed 25% of the consolidated net assets of Caesars Entertainment, Inc. and its subsidiaries (the “Company”). This information should be read in conjunction with the Company’s consolidated financial statements included elsewhere in this filing.

2.Restricted net assets of subsidiaries

Certain of the Company’s subsidiaries have restrictions on their ability to pay dividends or make intercompany loans and advances pursuant to financing arrangements and regulatory restrictions. The ~~Company leases certain equipment under agreements classified~~amount of restricted net assets the Company’s consolidated subsidiaries held as ~~capital leases. The future minimum lease payments, including interest, at~~of December 31, ~~2017~~2023 was approximately $4.5 billion. Such restrictions are ~~$0.6 million, $0.4 million,~~on net assets of Caesars Entertainment, Inc. and ~~$0.1 million in 2018, 2019, and 2020, respectively. After reducing these amounts for interest~~its subsidiaries. The amount of ~~$0.2 million, the present value of the minimum lease payments at December 31, 2017 is $0.9 million.~~

~~Operating Leases.~~ The Company leases land and certain equipment, including some of our slot machines, timing and photo finish equipment, videotape and closed circuit television equipment, and certain pari‑mutuel equipment, under operating leases. Future minimum payments under non‑cancellable operating leases with initial terms of one year or more consisted of the following at December 31, 2017 (in thousands):

Leases

2018

$

12,057

2019

10,034

2020

8,400

2021

7,539

2022

6,628

Thereafter

143,530

$

188,188

~~Total rental expense under operating leases totaled $28.2 million, $17.0 million and $14.0 million for the years ended December 31, 2017, 2016 and 2015, respectively. Included~~restricted net assets in the ~~$28.2 million is rent for land upon which the Eldorado Reno resides of $0.6 million in each of the years ended December 31, 2017, 2016 and 2015 which~~Company’s unconsolidated subsidiaries was paid to C. S. & Y. Associates which is an entity partially owned by Recreational Enterprises, Inc. (“REI”). The Company’s Chief Executive Officer and Chairman of the Board, Gary L. Carano, and its Senior Vice President of Regional operations, Gene Carano, are the directors of REI and members of the Carano family, including Gary L. Carano and Gene Carano, own the equity interests in REI. This rental agreement expires June 30, 2027 and the rental payments are more fully described in Note 17, Related Affiliates.

~~Litigation.~~ The Company is a party to various legal and administrative proceedings, which have arisen in the normal course of its business. Estimated losses are accrued for these proceedings when the loss is probable and can be estimated. The current liability for the estimated losses associated with these proceedings is not material to the financial statements.

3.Commitments, contingencies, and long-term obligations

For a discussion of the Company’s ~~consolidated financial condition~~commitments, contingencies, and ~~those estimated losses are not expected to have a material impact on~~long-term obligations under its results of operations. In addition, the Company maintains what it believes is adequate insurance coverage to further mitigate the risks of such proceedings. However, such proceedings can be costly, time consumingcredit facilities, see Note 11 and ~~unpredictable and, therefore, no assurance can be given that the final outcome~~ Note 12of ~~such proceedings may not materially impact~~ the Company’s consolidated financial ~~condition or results~~statements.

Table of ~~operations. Further, no assurance can be given that the amount of scope of existing insurance coverage will be sufficient to cover losses arising from such matter.~~

~~Collective Bargaining Agreements.~~ ~~As of December 31, 2017, we had approximately 12,500 employees. As of such date, we had 11 collective bargaining agreements covering approximately 970 employees.~~ ~~Three collective bargaining agreements are scheduled to expire in 2018.~~ There can be no assurance that we will be able to extend or enter into replacement agreements. If we are able to extend or enter into replacement agreements, there can be no assurance as to whether the terms will on comparable terms to the existing agreements.

~~Agreements with Horsemen and Pari-mutuel Clerks~~. The Federal Interstate Horse Racing Act and the state racing laws in West Virginia, Ohio and Pennsylvania require that, in order to simulcast races, we have written agreements with the horse owners and trainers at those racetracks. In addition, in order to operate slot machines in West Virginia, we are required to enter into written agreements regarding the proceeds of the slot machines (a “proceeds agreement”) with a representative of a majority of the horse owners and trainers and with a representative of a majority of the pari‑mutuel clerks. In Pennsylvania and Ohio, we must have an agreement with the representative of the horse owners. We have the requisite agreements in place with the horsemen at Mountaineer until December 31, 2018. With respect to the Mountaineer pari‑mutuel clerks, we have a labor agreement in force until November 30, 2018, which will automatically renew for an additional one-year period, and a proceeds agreement until April 14, 2018. We are required to have a proceeds agreement in effect on July 1 of each year with the horsemen and the pari‑mutuel clerks as a condition to renewal of our video lottery license for such year. If the requisite proceeds agreement is not in place as of July 1 of a particular year, Mountaineer’s application for renewal of its video lottery license could be denied, in which case Mountaineer would not be permitted to operate either its slot machines or table games. Scioto Downs has the requisite agreement in place with the OHHA until December 31, 2023, with automatic two‑year renewals unless either party requests re‑negotiation pursuant to its terms. Presque Isle Downs has the requisite agreement in place with the Pennsylvania Horsemen’s Benevolent and Protective Association until May 1, 2019. With the exception of the respective Mountaineer, Presque Isle Downs and Scioto Downs horsemen’s agreements and the agreement between Mountaineer and the pari‑mutuel clerks’ union described above, each of the agreements referred to in this paragraph may be terminated upon written notice by either party.

Contents

122

~~Note 17. Related Affiliates~~

~~REI~~

As of December 31, 2017, REI owned approximately 14.5% of outstanding common stock of the Company. The directors of REI are Company’s Chief Executive Officer and Chairman of the Board, Gary L. Carano, its President and Chief Financial Officer and Board member, Thomas R. Reeg, and its Senior Vice President of Regional Operations, Gene Carano. In addition, Gary L. Carano also serves as the Vice President of REI and Gene Carano also serves as the Secretary and Treasurer of REI. Members of the Carano Family, including Gary L. Carano and Gene Carano, own the equity interests in REI. As such, the Carano Family has the ability to significantly influence the affairs of the Company. Donald L. Carano, who was formerly the president and a director of REI, received remuneration in the amount of $0.3 million, $0.4 million and $0.4 million in 2017, 2016 and 2015, respectively, for his service to ERI and its subsidiaries. For each of the years ended December 31, 2017, 2016 and 2015, there were no related party transactions between the Company and the Carano Family other than compensation, including salary and equity incentives and the CSY Lease listed below.

~~Hotel Casino Management~~

Prior to November 2017, Hotel Casino Management, Inc., which is beneficially owned by members of the Poncia family, including Raymond J. Poncia, owned more than 5% of the outstanding common stock of the Company. Raymond J. Poncia received remuneration in the amount of $0.2 million in each of 2017, 2016 and 2015 for services that he provided to ERI and its subsidiaries.

~~C. S. & Y.~~

The Company owns the entire parcel on which Eldorado Reno is located, except for approximately 30,000 square feet which is leased from C. S. & Y. Associates which is an entity partially owned by REI (the “CSY Lease”). The CSY Lease expires on June 30, 2027. Annual rent is equal to the greater of (1) $0.4 million or (2) an amount based on a decreasing percentage of the Eldorado’s gross gaming revenues ranging from 3% of the first $6.5 million of gross gaming revenues to 0.1% of gross gaming revenues in excess of $75.0 million. Rent pursuant to the CSY Lease amounted to $0.6 million in each of the years ended December 31, 2017, 2016 and 2015. All amounts on the accompanying balance sheets under “Due to Affiliates” relate to C. S. & Y. Associates.

~~Hampton Inn & Suites~~

~~The Company holds a 42.1% variable interest in a partnership with other investors that developed a new 118-room Hampton Inn & Suites hotel at Scioto Downs that opened in March 2017.~~

SIGNATURES

Pursuant to the ~~terms~~requirements of Sections 13 or 15(d) of the ~~partnership agreement,~~Securities Exchange Act of 1934, the ~~Company contributed $1.0 million of cash and 2.4 acres of a leasehold immediately adjacent~~registrant has duly caused this report to ~~The Brew Brothers~~ ~~microbrewery and restaurant at Scioto Downs. The partnership constructed~~be signed on its behalf by the ~~hotel at a cost of $16.0 million and other investor members operate the hotel. In November 2017, the Company contributed $0.6 million~~undersigned, thereunto duly authorized.


	CAESARS ENTERTAINMENT, INC.

	By:	/s/ Thomas R. Reeg
Dated: February 20, 2024		Thomas R. Reeg Chief Executive Officer

Pursuant to the ~~partnership for its proportionate share~~requirements of ~~additional construction costs pursuant to~~ the ~~partnership agreement. As~~Securities Exchange Act of ~~December 31, 2017,~~1934, this report has been signed below by the ~~Company’s receivable from~~following persons on behalf of the ~~partnership totaled $0.2 million~~registrant and ~~is reflected~~in the capacities and on the ~~accompanying balance sheet under “Due from Affiliates.”~~

~~Note 18. Segment Information~~

The following table sets forth, for the period indicated, certain operating data for our reportable segments. The executive decision maker of our Company reviews operating results, assesses performance and makes decisions on a “significant market” basis. Management views each of our 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. Prior to the Isle Acquisition, the Company’s principal operating activities occurred in three geographic regions: Nevada, Louisiana and parts of the eastern United States. The Company aggregated its operations into three reportable segments based on the similar characteristics of the operating segments within the regions in which they operated as follows:

~~Segment~~	~~Property~~	~~State~~
~~Nevada~~	~~Eldorado Reno~~	~~Nevada~~
	~~Silver Legacy~~	~~Nevada~~
	~~Circus Reno~~	~~Nevada~~

~~Louisiana~~	~~Eldorado Shreveport~~	~~Louisiana~~

~~Eastern~~	~~Presque Isle Downs~~	~~Pennsylvania~~
	~~Scioto Downs~~	~~Ohio~~
	~~Mountaineer~~	~~West Virginia~~

Following the Isle Acquisition, the Company’s principal operating activities expanded and now occur in four geographic regions and reportable segments based on the similar characteristics of the operating segments within the regions in which they operate. The following table summarizes our current segments:

~~Segment~~	~~Property~~	~~State~~
~~West~~	~~Eldorado Reno~~	~~Nevada~~
	~~Silver Legacy~~	~~Nevada~~
	~~Circus Reno~~	~~Nevada~~
	~~Isle Black Hawk~~	~~Colorado~~
	~~Lady Luck Black Hawk~~	~~Colorado~~

~~Midwest~~	~~Waterloo~~	~~Iowa~~
	~~Bettendorf~~	~~Iowa~~
	~~Boonville~~	~~Missouri~~
	~~Cape Girardeau~~	~~Missouri~~
	~~Caruthersville~~	~~Missouri~~
	~~Kansas City~~	~~Missouri~~

~~South~~	~~Pompano~~	~~Florida~~
	~~Eldorado Shreveport~~	~~Louisiana~~
	~~Lake Charles~~	~~Louisiana~~
	~~Lula~~	~~Mississippi~~
	~~Vicksburg~~	~~Mississippi~~

~~East~~	~~Presque Isle Downs~~	~~Pennsylvania~~
	~~Nemacolin~~	~~Pennsylvania~~
	~~Scioto Downs~~	~~Ohio~~
	~~Mountaineer~~	~~West Virginia~~

The following table sets forth, for the periods indicated, certain operating data for our four reportable segments. Amounts related to pre-acquisition periods (prior to May 1, 2017) conform to prior presentation as the additional operating segments associated with the Isle Acquisition are incremental to the previously disclosed reportable segments.

For the year ended December 31,

2017

2016

2015

(in thousands)

Revenues and expenses

West:

Net operating revenues

$

405,202

$

321,922

$

127,802

Operating income—West

$

66,329

$

41,620

$

13,989

Midwest:

Net operating revenues

$

268,385

$

—

$

—

Operating income—Midwest

$

62,051

$

—

$

—

South:

Net operating revenues

$

336,709

$

131,496

$

136,342

Operating income—South

$

3,671

$

23,378

$

21,423

East:

Net operating revenues

$

462,702

$

439,478

$

455,640

Operating income—East

$

67,968

$

53,610

$

56,491

Corporate:

Net revenues

$

506

$

—

$

—

Operating loss—Corporate

$

(105,150
)

$

(29,490
)

$

(19,387
)
Total Reportable Segments

Net operating revenues

$

1,473,504

$

892,896

$

719,784

Operating income – Total Reportable Segments

$

94,869

$

89,118

$

72,516

Reconciliations to Consolidated Net Income:

Operating Income — Total Reportable Segments

$

94,869

$

89,118

$

72,516

Unallocated income and expenses:

Interest expense, net

(99,769
)

(50,917
)

(61,558
)
Gain on valuation of unconsolidated affiliate

—

—

35,582

Loss on early retirement of debt

(38,430
)

(155
)

(1,937
)
Benefit (provision) for income taxes

117,270

(13,244
)

69,580

Net income

$

73,940

$

24,802

$

114,183

For the Year Ended December 31,

2017

2016

2015

(in thousands)

Capital Expenditures (a)

West

$

44,952

$

22,812

$

4,682

Midwest

9,115

—

—

South

7,672

5,842

4,032

East (a)

10,155

18,491

26,556

Corporate

11,628

235

1,492

Total

$

83,522

$

47,380

$

36,762

~~(a)~~

Before reimbursements from the state of West Virginia for qualified capital expenditures of $0.4 million, $4.2 million and $1.3 million for the years ended December 31, 2017, 2016 and 2015, respectively.

West

Midwest

South

East

Corporate, Other & Eliminations

Total

Balance sheet as of December 31, 2017
(in thousands)

Total assets

$

1,278,062

$

1,188,758

$

804,318

$

1,185,806

$

(910,472
)

$

3,546,472

Goodwill

152,775

327,088

200,417

66,826

—

747,106

Balance sheet as of December 31, 2016

Total assets

$

377,688

$

—

$

128,427

$

850,904

$

(62,975
)

$

1,294,044

Goodwill

—

—

—

66,826

—

66,826

2017

Balance at
January 1

Acquisitions

Impairments

Balance at
December 31

(in thousands)

Goodwill by reportable segment:

West

$

—

$

152,775

$

—

$

152,775

Midwest

—

327,088

—

327,088

South

—

235,333

(34,916
)

200,417

East

66,826

—

—

66,826

$

66,826

$

715,196

$

(34,916
)

$

747,106

2016

Balance at
January 1

Acquisitions

Impairments

Balance at
December 31

(in thousands)

Goodwill by reportable segment:

West

$

—

$

—

$

—

$

—

Midwest

—

—

—

—

South

—

—

—

—

East

66,826

—

—

66,826

$

66,826

$

—

$

—

$

66,826

~~Note 19. Consolidating Condensed Financial Information~~

Certain of our wholly-owned subsidiaries have fully and unconditionally guaranteed on a joint and several basis, the payment of all obligations under our 7% Senior Notes, 6% Senior Notes and New Credit Facility.

The following wholly-owned subsidiaries of the Company are guarantors, on a joint and several basis, under the 7% Senior Notes, 6% Senior Notes and New Credit Facility: Isle of Capri Casinos LLC; Eldorado Holdco LLC; Eldorado Resorts LLC; Eldorado Shreveport 1 LLC; Eldorado Shreveport 2 LLC; Eldorado Casino Shreveport Joint Venture; MTR Gaming Group Inc.; Mountaineer Park Inc.; Presque Isle Downs Inc.; Scioto Downs Inc.; Eldorado Limited Liability Company; Circus and Eldorado Joint Venture, LLC; CC Reno LLC; CCR Newco LLC; Black Hawk Holdings, L.L.C.; IC Holdings Colorado, Inc.; CCSC/Blackhawk, Inc.; IOC-Black Hawk Distribution Company, LLC; IOC-Black Hawk County, Inc.; Isle of Capri Bettendorf, L.C.; PPI, Inc.; Pompano Park Holdings LLC; IOC-Lula, Inc.; IOC-Kansas City, Inc.; IOC-Boonville, Inc.; IOC-Caruthersville, LLC; IOC Cape Girardeau, LLC; IOC-Vicksburg, Inc.; IOC-Vicksburg, L.L.C.; Rainbow Casino-Vicksburg Partnership, L.P.; IOC Holdings L.L.C. and St. Charles Gaming Company, L.L.C. Each of the subsidiaries’ guarantees is joint and several with the guarantees of the other subsidiaries.

~~The consolidating condensed balance sheet as of December 31, 2017 is as follows:~~

Balance Sheet

Eldorado
Resorts, Inc.
(Parent Obligor)

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Consolidating
and Eliminating
Entries

Eldorado
Resorts, Inc.
Consolidated

Current assets

$

27,572

$

201,321

$

22,139

$

—

$

251,032

Intercompany receivables

274,147

—

34,493

(308,640
)

—

Investments in subsidiaries

2,440,816

—

—

(2,440,816
)

—

Property and equipment, net

12,042

1,483,473

7,302

—

1,502,817

Other assets

37,459

1,764,291

27,282

(36,409
)

1,792,623

Total assets

$

2,792,036

$

3,449,085

$

91,216

$

(2,785,865
)

$

3,546,472

Current liabilities

$

28,677

$

164,656

$

25,726

$

—

$

219,059

Intercompany payables

—

308,640

—

(308,640
)

—

Long-term debt, less current maturities

1,814,185

350,000

25,393

—

2,189,578

Deferred income tax liabilities

—

200,539

—

(36,409
)

164,130

Other accrued liabilities

4,127

19,624

4,828

—

28,579

Stockholders’ equity

945,047

2,405,626

35,269

(2,440,816
)

945,126

Total liabilities and stockholders’ equity

$

2,792,036

$

3,449,085

$

91,216

$

(2,785,865
)

$

3,546,472

~~The consolidating condensed balance sheet as of December 31, 2016 is as follows:~~

Balance Sheet

Eldorado
Resorts, Inc.
(Parent Obligor)

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Consolidating
and Eliminating
Entries

Eldorado
Resorts, Inc.
Consolidated

Current assets

$

1,860

$

99,494

$

399

$

—

$

101,753

Intercompany receivables

371,765

—

1,186

(372,951
)

—

Investments in subsidiaries

299,705

—

—

(299,705
)

—

Property and equipment, net

1,965

610,377

—

—

612,342

Other assets

55,158

572,448

11

(47,668
)

579,949

Total assets

$

730,453

$

1,282,319

$

1,596

$

(720,324
)

$

1,294,044

Current liabilities

$

11,381

$

90,643

$

16

$

—

$

102,040

Intercompany payables

—

372,951

—

(372,951
)

—

Long-term debt, less current maturities

420,633

375,248

—

—

795,881

Deferred income tax liabilities

—

138,053

—

(47,668
)

90,385

Other accrued liabilities

—

7,287

—

—

7,287

Stockholders’ equity

298,439

298,137

1,580

(299,705
)

298,451

Total liabilities and stockholders’ equity

$

730,453

$

1,282,319

$

1,596

$

(720,324
)

$

1,294,044

~~The consolidating condensed statements of income for the year ended December 31, 2017 is as follows:~~

~~Statements of Income:~~

Eldorado
Resorts, Inc.
(Parent Obligor)

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Consolidating
and Eliminating
Entries

Eldorado
Resorts, Inc.
Consolidated

Revenues:

Gaming and pari-mutuel
   commissions

$

—

$

1,219,367

$

23,307

$

—

$

1,242,674

Non-gaming

—

356,236

7,679

—

363,915

Gross revenues

—

1,575,603

30,986

—

1,606,589

Less promotional allowances

—

(131,694
)

(1,391
)

—

(133,085
)
Net revenues

—

1,443,909

29,595

—

1,473,504

Operating expenses:

Gaming and pari-mutuel
   commissions

—

635,552

16,319

—

651,871

Non-gaming

—

154,030

1,005

—

155,035

Marketing and promotions

—

80,267

2,258

—

82,525

General and administrative

—

235,963

5,132

—

241,095

Corporate

31,620

(4,318
)

3,437

—

30,739

Impairment charges

—

38,016

—

—

38,016

Management fee

(31,620
)

31,620

—

—

—

Depreciation and amortization

1,030

104,454

407

—

105,891

Total operating expenses

1,030

1,275,584

28,558

—

1,305,172

Loss on sale of asset or disposal of
   property and equipment

(20
)

(299
)

—

—

(319
)
Proceeds from terminated sale

—

20,000

—

—

20,000

Transaction expenses

(70,865
)

(21,912
)

—

—

(92,777
)
Equity in loss of unconsolidated
   affiliate

—

(367
)

—

—

(367
)
Operating (loss) income

(71,915
)

165,747

1,037

—

94,869

Interest expense, net

(73,448
)

(25,221
)

(1,100
)

—

(99,769
)
Loss on early retirement of debt, net

(38,430
)

—

—

—

(38,430
)
Subsidiary income (loss)

205,811

—

—

(205,811
)

—

(Loss) income before income
   taxes

22,018

140,526

(63
)

(205,811
)

(43,330
)
Income tax benefit (provision)

51,922

70,288

(4,940
)

—

117,270

Net income (loss)

$

73,940

$

210,814

$

(5,003
)

$

(205,811
)

$

73,940

~~The consolidating condensed statements of income for the year ended December 31, 2016 is as follows:~~

~~Statements of Income:~~

Eldorado
Resorts, Inc.
(Parent Obligor)

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Consolidating
and Eliminating
Entries

Eldorado
Resorts, Inc.
Consolidated

Revenues:

Gaming and pari-mutuel
   commissions

$

—

$

701,348

$

265

$

—

$

701,613

Non-gaming

—

281,493

90

—

281,583

Gross revenues

—

982,841

355

—

983,196

Less promotional allowances

—

(90,300
)

—

—

(90,300
)
Net revenues

—

892,541

355

—

892,896

Operating expenses:

Gaming and pari-mutuel
   commissions

—

400,112

—

—

400,112

Non-gaming

—

139,545

—

—

139,545

Marketing and promotions

—

40,596

4

—

40,600

General and administrative

—

130,172

—

—

130,172

Corporate

19,560

320

—

—

19,880

Management fee

(19,841
)

19,841

—

—

—

Depreciation and amortization

454

62,995

—

—

63,449

Total operating expenses

173

793,581

4

—

793,758

Loss on sale of asset or disposal of
   property and equipment

—

(836
)

—

—

(836
)
Transaction expenses

(9,184
)

—

—

—

(9,184
)
Operating (loss) income

(9,357
)

98,124

351

—

89,118

Interest expense, net

(24,562
)

(26,355
)

—

—

(50,917
)
Loss on early retirement of debt, net

(155
)

—

—

—

(155
)
Subsidiary income (loss)

45,647

—

—

(45,647
)

—

Income (loss) before income
   taxes

11,573

71,769

351

(45,647
)

38,046

Income tax benefit (provision)

13,229

(26,350
)

(123
)

—

(13,244
)
Net income (loss)

$

24,802

$

45,419

$

228

$

(45,647
)

$

24,802

~~The consolidating condensed statements of income for the year ended December 31, 2015 is as follows:~~

~~Statements of Income:~~

Eldorado
Resorts, Inc.
(Parent Obligor)

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Consolidating
and Eliminating
Entries

Eldorado
Resorts, Inc.
Consolidated

Revenues:

Gaming and pari-mutuel
   commissions

$

—

$

622,997

$

261

$

—

$

623,258

Non-gaming

—

161,283

—

—

161,283

Gross revenues

—

784,280

261

—

784,541

Less promotional allowances

—

(64,757
)

—

—

(64,757
)
Net revenues

—

719,523

261

—

719,784

Operating expenses:

Gaming and pari-mutuel
   commissions

—

367,545

—

—

367,545

Non-gaming

—

79,238

—

—

79,238

Marketing and promotions

—

31,220

7

—

31,227

General and administrative

—

96,870

—

—

96,870

Corporate

13,738

2,731

—

—

16,469

Management fee

(13,760
)

13,760

—

—

—

Depreciation and amortization

369

56,552

—

—

56,921

Total operating expenses

347

647,916

7

—

648,270

Loss on sale of asset or disposal of
   property and equipment

—

(6
)

—

—

(6
)
Transaction expenses

(2,368
)

(84
)

—

—

(2,452
)
Equity in loss of unconsolidated
   affiliate

—

3,460

—

—

3,460

Operating (loss) income

(2,715
)

74,977

254

—

72,516

Interest expense, net

(10,613
)

(50,945
)

—

—

(61,558
)
Loss on early retirement of debt, net

(1,855
)

(82
)

—

—

(1,937
)
Gain on valuation of unconsolidated
  affiliate

—

35,582

—

—

35,582

Subsidiary income (loss)

86,082

—

—

(86,082
)

—

Income (loss) before income
   taxes

70,899

59,532

254

(86,082
)

44,603

Income tax benefit

43,284

26,371

(75
)

—

69,580

Income (loss) from continuing
  operations

114,183

85,903

179

(86,082
)

114,183

Net income (loss)

$

114,183

$

85,903

$

179

$

(86,082
)

$

114,183

~~The consolidating condensed statement of cash flows for the year ended December 31, 2017 is as follows:~~

~~Statement of Cash Flows~~

Eldorado
Resorts, Inc.
(Parent Obligor)

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Consolidating
and Eliminating
Entries

Eldorado
Resorts, Inc.
Consolidated

Net cash (used in) provided by
   operating activities

$

(44,767
)

$

170,553

$

4,455

$

—

$

130,241

INVESTING ACTIVITIES:

Purchase of property and equipment, net

(11,073
)

(70,810
)

(1,639
)

—

(83,522
)
Reimbursement of capital expenditures
  from West Virginia regulatory authorities

—

361

—

—

361

Restricted cash

—

19,535

(21
)

—

19,514

Proceeds from sale of property and equipment

—

135

—

—

135

Net cash (used in) provided by business
   combinations

(1,385,978
)

37,103

5,216

—

(1,343,659
)
Investment in and loans to unconsolidated
   affiliate

—

(604
)

—

—

(604
)
Net cash (used in) provided by investing
  activities

(1,397,051
)

(14,280
)

3,556

—

(1,407,775
)
FINANCING ACTIVITIES:

Proceeds from issuance of New Term Loan

1,450,000

—

—

—

1,450,000

Proceeds from issuance of 6% Senior Notes

875,000

—

—

—

875,000

Proceeds from issuance of New Revolving
   Credit Facility

166,953

—

—

—

166,953

Payments on Term Loan

(1,062
)

—

—

—

(1,062
)
Payments on New Term Loan

(493,250
)

—

—

—

(493,250
)
Payments under New Revolving Credit
  Facility

(166,953
)

—

—

—

(166,953
)
Borrowings under Prior Revolving Credit
   Facility

41,000

—

—

—

41,000

Payments under Prior Revolving Credit
   Facility

(29,000
)

—

—

—

(29,000
)
Retirement of Term Loan

(417,563
)

—

—

—

(417,563
)
Retirement of Prior Revolving Credit Facility

(41,000
)

—

—

—

(41,000
)
Debt premium proceeds

27,500

—

—

—

27,500

Net proceeds from (payments to) related
  parties

102,618

(100,847
)

(1,771
)

—

—

Payment of other long-term obligation

(43
)

—

—

—

(43
)
Payments on capital leases

—

(318
)

(172
)

—

(490
)
Debt issuance costs

(51,526
)

—

—

—

(51,526
)
Taxes paid related to net share settlement
   of equity awards

(11,365
)

—

—

—

(11,365
)
Proceeds from exercise of stock options

2,900

—

—

—

2,900

Net cash provided by (used in)
   financing activities

1,454,209

(101,165
)

(1,943
)

—

1,351,101

INCREASE IN CASH AND CASH
  EQUIVALENTS

12,391

55,108

6,068

—

73,567

CASH AND CASH EQUIVALENTS,
   BEGINNING OF YEAR

811

59,817

401

—

61,029

CASH AND CASH EQUIVALENTS,
   END OF YEAR

$

13,202

$

114,925

$

6,469

$

—

$

134,596

~~The consolidating condensed statement of cash flows for the year ended December 31, 2016 is as follows:~~

~~Statement of Cash Flows~~

~~The consolidating condensed statement of cash flows for the year ended December 31, 2015 is as follows:~~

~~Statement of Cash Flows~~

Eldorado
Resorts, Inc.
(Parent Obligor)

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Consolidating
and Eliminating
Entries

Eldorado
Resorts, Inc.
Consolidated

Net cash (used in) provided by
   operating activities

$

(2,951
)

$

59,494

$

172

$

—

$

56,715

INVESTING ACTIVITIES:

Purchase of property and equipment, net

(2,922
)

(33,840
)

—

—

(36,762
)
Reimbursement of capital expenditures
   from West Virginia regulatory authorities

—

1,266

—

—

1,266

Investment in unconsolidated affiliate

—

(1,010
)

—

—

(1,010
)
Proceeds from sale of property and
   equipment

—

153

—

—

153

Decrease in restricted cash due to credit
   support deposit

—

2,500

—

—

2,500

(Increase) Decrease in other assets, net

(89
)

204

—

—

115

Net cash used in business
   combinations

(18,394
)

(106,622
)

—

—

(125,016
)
Net cash used in by
   investing activities

(21,405
)

(137,349
)

—

—

(158,754
)
FINANCING ACTIVITIES:

Proceeds from long-term debt borrowings

800,000

—

—

—

800,000

Borrowings under Prior Revolving Credit
   Facility

131,000

—

—

—

131,000

Payments under Prior Revolving Credit
   Facility

(37,500
)

—

—

—

(37,500
)
Principal payments under 7% Senior Notes

(2,125
)

—

—

—

(2,125
)
Retirement of long-term debt

(728,664
)

—

—

—

(728,664
)
Principal payments on capital leases

—

(88
)

—

—

(88
)
Debt issuance costs

(25,820
)

—

—

—

(25,820
)
Call premium on early retirement of debt

(44,090
)

—

—

—

(44,090
)
Net (payments to) proceeds from
   related parties

(67,788
)

68,511

(723
)

—

—

Net cash provided by (used in)
   financing activities

25,013

68,423

(723
)

—

92,713

INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS

657

(9,432
)

(551
)

—

(9,326
)
CASH AND CASH EQUIVALENTS,
   BEGINNING OF YEAR

—

86,885

719

—

87,604

CASH AND CASH EQUIVALENTS,
   END OF YEAR

$

657

$

77,453

$

168

$

—

$

78,278

~~Note 20. Quarterly Data (Unaudited)~~

The following table sets forth certain consolidated quarterly financial information for the years ended December 31, 2017, 2016 and 2015. The quarterly information only includes the operations of Isle from the Isle Acquisition Date through December 31, 2017 and the operations of Silver Legacy and Circus Reno from the Reno Acquisition Date through December 31, 2017.

Quarter Ended

March 31,

June 30,

September 30,

December 31,

(Dollars in thousands, except per share amounts)

2017:

Revenues

$

219,752

$

406,840

$

512,530

$

467,467

Less—promotional allowances

(18,827
)

(33,226
)

(41,785
)

(39,247
)
Net revenues

200,925

373,614

470,745

428,220

Operating expenses

184,972

318,635

387,267

414,298

Operating income (loss)

14,149

(30,632
)

81,365

29,987

Net income (loss)

$

1,021

$

(46,328
)

$

29,554

$

89,693

Basic net income (loss) per common share

$

0.02

$

(0.69
)

$

0.38

$

1.17

Diluted net income (loss) per common share

$

0.02

$

(0.68
)

$

0.38

$

1.15

Weighted average shares outstanding—basic

47,120,751

67,453,095

76,902,070

76,961,015

Weighted average shares outstanding—diluted

48,081,281

68,469,191

77,959,689

77,998,742

Quarter Ended

March 31,

June 30,

September 30,

December 31,

(Dollars in thousands, except per share amounts)

2016:

Revenues

$

234,551

$

255,010

$

266,256

$

227,379

Less—promotional allowances

(20,985
)

(23,695
)

(24,691
)

(20,929
)
Net revenues

213,566

231,315

241,565

206,450

Operating expenses

194,854

200,768

208,731

189,405

Operating income

18,263

29,655

28,109

13,091

Net income

$

3,370

$

10,791

$

9,682

$

959

Basic net income per common share

$

0.07

$

0.23

$

0.21

$

0.02

Diluted net income per common share

$

0.07

$

0.23

$

0.20

$

0.02

Weighted average shares outstanding—basic

46,933,094

47,071,608

47,193,120

47,105,744

Weighted average shares outstanding—diluted

47,534,761

47,721,075

47,834,644

47,849,554

Quarter Ended

March 31,

June 30,

September 30,

December 31,

(Dollars in thousands, except per share amounts)

2015:

Revenues

$

182,809

$

198,356

$

199,536

$

203,840

Less—promotional allowances

(15,358
)

(15,723
)

(15,996
)

(17,680
)
Net revenues

167,451

182,633

183,540

186,160

Operating expenses

154,766

160,430

161,610

171,464

Operating income

12,084

23,059

24,092

13,281

Net (loss) income

$

(6,164
)

$

4,795

$

5,399

$

110,153

Basic net (loss) income per common share

$

(0.13
)

$

0.10

$

0.12

$

2.36

Diluted net (loss) income per common share

$

(0.13
)

$

0.10

$

0.12

$

2.33

Weighted average shares outstanding—basic

46,494,638

46,516,614

46,516,614

46,670,735

Weighted average shares outstanding—diluted

46,494,638

46,657,618

46,763,589

47,227,127

~~ELDORADO RESORTS, INC.~~

~~SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS~~

Column A

Column B
Balance at
Beginning of Period

Column C
Isle of Capri Acquisition

Column D Additions(1)

Column E Deductions(2)

Column F
Balance at End
of Period

Year ended December 31, 2017:

Allowance for doubtful accounts

$

1,221

$

461

$

531

$

993

$

1,220

Year ended December 31, 2016:

Allowance for doubtful accounts

$

2,074

$

—

$

161

$

1,014

$

1,221

Year ended December 31, 2015:

Allowance for doubtful accounts

$

2,589

$

—

$

(18
)

$

497

$

2,074

~~(1)~~

~~Amounts charged to costs and expenses, net of recoveries.~~

dates indicated.

~~(2)~~

Signature

~~Uncollectible accounts written off, net~~

Title

Date

/s/ Thomas R. Reeg

Chief Executive Officer (Principal Executive Officer) and Director

February 20, 2024

Thomas R. Reeg

/s/ Bret Yunker

Chief Financial Officer (Principal Financial Officer)

February 20, 2024

Bret Yunker

/s/ Stephanie D. Lepori

Chief Administrative and Accounting Officer (Principal Accounting Officer)

February 20, 2024

Stephanie D. Lepori

/s/ Gary L. Carano

Executive Chairman of ~~recoveries of $0.7 million and $0.9 million in 2017 and 2015, respectively. There were no recoveries in 2016.~~

the Board

February 20, 2024

Gary L. Carano

/s/ Bonnie Biumi

Director

February 20, 2024

Bonnie Biumi

/s/ Jan Jones Blackhurst

Director

February 20, 2024

Jan Jones Blackhurst

/s/ Frank J. Fahrenkopf Jr.

Director

February 20, 2024

Frank J. Fahrenkopf Jr.

/s/ Don Kornstein

Director

February 20, 2024

Don Kornstein

/s/ Courtney Mather

Director

February 20, 2024

Courtney Mather

/s/ Michael E. Pegram

Director

February 20, 2024

Michael E. Pegram

/s/ David P. Tomick

Director

February 20, 2024

David P. Tomick

~~116~~

Table of Contents

123

~~Part I~~
				Page
Part I
Item 1.	Business			4
~~Item 1.~~		~~Business~~	1

Item 1A.		Risk Factors	10 17

Item 1B.		Unresolved Staff Comments	21 29
Item 1C.	Cybersecurity					29
Item 2.				Properties	21 31

Item 3.		Legal Proceedings	22 32

Item 4.		Mine Safety Disclosures	22 32
Part II
~~Part II~~

Item 5.		Market for Registrants’ Common Equity, ~~and~~ Related Stockholder Matters and Issuer Purchases of Equity Securities	23 33
Item 6.	[Reserved]					34
~~Item 6.~~		~~Selected Financial Data~~	24

Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	26 34

Item 7A.		Quantitative and Qualitative Disclosures About Market Risk	50 58

Item 8.		Financial Statements and Supplementary Data	51 60

Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	51 109

Item 9A.		Controls and Procedures	51 109

Item 9B.		Other Information	55 111
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections					111
Part III

Item 10.		Directors, Executive Officers and Corporate Governance	56 112

Item 11.		Executive Compensation	56 112

Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	56 112

Item 13.		Certain Relationships and Related Transactions, and Director Independence	56 112

Item 14.		Principal Accounting Fees and Services	56 112
Part IV
~~Part IV~~

Item 15.		Exhibits and Financial Statement Schedules - Schedule I	57 113
Item 16.	Form 10-K Summary			118
~~EXHIBITS~~Signatures				58

~~SIGNATURES~~123	63

~~INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF ELDORADO RESORTS, INC.~~	64


	December 31,
(Dollars in millions, except par value)	2023		2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,005	$	1,038
Restricted cash	122		131
Accounts receivable, net	608		611

Inventories	46		59
Prepayments and other current assets	264		263

Total current assets	2,045		2,102
Investments in and advances to unconsolidated affiliates	157		94
Property and equipment, net	14,756		14,598
Goodwill	10,990		11,004
Intangible assets other than goodwill	4,523		4,714
Deferred tax asset	47		—
Other long-term assets, net	848		1,015
Total assets	$	33,366	$	33,527
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	408	$	314
Accrued interest	369		318
Accrued other liabilities	1,848		1,928
Current portion of long-term debt	65		108

Total current liabilities	2,690		2,668
Long-term financing obligation	12,759		12,610
Long-term debt	12,224		12,659
Deferred tax liability	102		987
Other long-term liabilities	871		852
Total liabilities	28,646		29,776
Commitments and contingencies (Note 11)
STOCKHOLDERS' EQUITY:
Preferred stock, $0.00001 par value, 150,000,000 shares authorized, no shares issued and outstanding	—		—
Common stock, $0.00001 par value, 500,000,000 shares authorized, 215,800,650 and 214,671,754 issued and outstanding, net of treasury shares	—		—
Additional paid-in capital	7,001		6,953
Accumulated deficit	(2,523)		(3,309)
Treasury stock at cost, 363,016 and 363,016 shares held	(23)		(23)
Accumulated other comprehensive income	97		92
Caesars stockholders' equity	4,552		3,713
Noncontrolling interests	168		38
Total stockholders’ equity	4,720		3,751
Total liabilities and stockholders’ equity	$	33,366	$	33,527


(In millions)	Consideration
Cash for outstanding William Hill common stock (a)	$	3,909
Fair value of William Hill equity awards	30
Settlement of preexisting relationships (net of receivable/payable)	7
Settlement of preexisting relationships (net of previously held equity investment and off-market settlement)	(34)
Total purchase consideration	$	3,912


(In millions)	Fair Value
Other current assets	$	164
Assets held for sale	4,337
Property and equipment, net	55
Goodwill	1,154
Intangible assets (a)	565
Other noncurrent assets	317
Total assets	$	6,592

Other current liabilities	$	242
Liabilities related to assets held for sale (b)	2,142
Deferred income taxes	251
Other noncurrent liabilities	35
Total liabilities	2,670
Noncontrolling interests	10
Net assets acquired	$	3,912


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	Year Opened	Year Acquired	Slot Machines and VLTs		Table and Poker Games		Hotel Rooms		Restaurants		Bars		Casino Sq. Footage		Hotel Occupancy (1)			Average Daily Rate (1)
West Region:
Eldorado Reno	1973	N/A		1,125		46		814		10		18		71,500		73.7	%	$		100.55
Silver Legacy	1995	2015		1,187		76		1,711		7		14		92,400		61.2	%	$		101.00
Circus Reno	1978	2015		712		24		1,571		7		4		65,515		54.2	%	$		82.72
Isle Black Hawk (2)	1998	2017		1,026		36		402		3		2		27,811		85.0	%	$		61.99
Lady Luck Black Hawk (2)	2003	2017		452		15	N/A			2		2		17,614	N/A			$	N/A
Midwest Region:
Waterloo	2007	2017		940		25		194		3		1		40,286		71.6	%	$		66.56
Bettendorf	2000	2017		978		20		509		3		1		36,659		56.1	%	$		59.20
Boonville	2001	2017		893		20		140		3		1		28,000		83.4	%	$		69.50
Cape Girardeau	2012	2017		872		24	N/A			4		2		41,536	N/A				N/A
Caruthersville	2007	2017		516		9	N/A			2		1		23,816	N/A				N/A
Kansas City	2000	2017		966		18	N/A			4		1		39,788	N/A				N/A
South Region:
Pompano	1995	2017		1,455		45	N/A			6		4		45,000	N/A				N/A
Eldorado Shreveport	2000	2005		1,397		60		403		4		2		59,000		81.7	%	$		67.02
Lula	2000	2017		875		20		486		3		2		56,985		24.7	%	$		37.59
Vicksburg	1993	2017		616		9		89		3		1		25,000		45.9	%	$		62.38
Lake Charles	1995	2017		1,173		47		493		3		1		26,248		71.4	%	$		62.43
East Region:
Presque Isle Downs	2007	2014		1,593		40	N/A			5		4		59,355	N/A				N/A
Nemacolin	2013	2017		600		28	N/A			1		1		31,000	N/A				N/A
Scioto Downs	2012	2014		2,245	N/A		N/A			6		8		83,000	N/A				N/A
Mountaineer	1992	2014		1,508		36		357		5		7		79,380		73.1	%	$		49.34

	Stock Price
	High		Low
Year ended December 31, 2017:
First quarter	$	19.70	$	15.10
Second quarter		21.60		17.80
Third quarter		25.65		19.10
Fourth quarter		33.95		24.05
Year ended December 31, 2016:
First quarter	$	11.60	$	9.17
Second quarter		15.27		11.16
Third quarter		15.32		13.59
Fourth quarter		16.95		10.80

	Year Ended December 31,
	2017			2016		2015		2014			2013
Consolidated Statement of Operations Data:
Net operating revenues	$	1,473,504		$	892,896	$	719,784	$	361,823		$		247,186

Operating income		94,869			89,118		72,516		17,555				22,582

Net (loss) income before income taxes (1)		(43,330	)		38,046		44,603		(12,554	)			18,897

Net income (loss)		73,940			24,802		114,183		(14,322	)			18,897

Less: Net loss attributable to non-controlling interest (2)		—			—		—		(103	)		—

Net income (loss) attributable to the Company (2)	$	73,940		$	24,802	$	114,183	$	(14,425	)	$		18,897

Basic net income (loss) per common share	$	1.10		$	0.53	$	2.45	$	(0.48	)	$		0.81
Diluted net income (loss) per common share	$	1.09		$	0.52	$	2.43	$	(0.48	)	$		0.81

	At December 31,
	2017		2016		2015		2014		2013
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	134,596	$	61,029	$	78,278	$	87,604	$	29,813
Total assets		3,546,472		1,294,044		1,325,008		1,171,559		270,182
Total debt (3)		2,190,193		800,426		866,237		775,059		170,760
Stockholders’ equity		945,126		298,451		270,667		151,622		75,575

	Year Ended
	December 31,						Change %
	2017		2016		2015		2017 vs 2016			2016 vs 2015
Net revenues	$	1,473,504	$	892,896	$	719,784		65.0	%		24.1		%
Operating income		94,869		89,118		72,516		6.5	%		22.9		%
Net income		73,940		24,802		114,183		198.1	%		(78.3	)	%

	Net Revenues for the Year Ended December 31,						Operating Income (Loss) for the Year Ended December 31,
	2017		2016		2015		2017			2016			2015
West	$	405,202	$	321,922	$	127,802	$	66,329		$	41,620		$	13,989
Midwest		268,385		—		—		62,051			—			—
South		336,709		131,496		136,342		3,671			23,378			21,423
East		462,702		439,478		455,640		67,968			53,610			56,491
Corporate		506		—		—		(105,150	)		(29,490	)		(19,387	)
Total	$	1,473,504	$	892,896	$	719,784	$	94,869		$	89,118		$	72,516

	Year Ended December 31, 2017
	Operating Income (Loss)			Depreciation and Amortization		Stock-Based Compensation		Transaction Expenses⁽⁵⁾		Other ⁽⁶⁾			Adjusted EBITDA
Excluding Pre-Acquisition:
West	$	66,329		$	26,950	$	182	$	—	$	364		$	93,825
Midwest		62,051			20,997		210		—		193			83,451
South		3,671			25,307		147		—		41,144			70,269
East		67,968			30,517		14		—		369			98,868
Corporate and Other		(105,150	)		2,120		5,769		92,777		(19,689	)		(24,173	)
Total Excluding Pre-Acquisition	$	94,869		$	105,891	$	6,322	$	92,777	$	22,381		$	322,240

Pre-Acquisition (1):
West	$	9,525		$	3,694	$	8	$	—	$	4		$	13,231
Midwest		34,819			11,952		51		—		34			46,856
South		25,086			5,693		35		—		184			30,998
East		(1,072	)		952		—		—		—			(120	)
Corporate and Other		(8,811	)		371		1,631		286		527			(5,996	)
Total Pre-Acquisition	$	59,547		$	22,662	$	1,725	$	286	$	749		$	84,969

Including Pre-Acquisition:
West	$	75,854		$	30,644	$	190	$	—	$	368		$	107,056
Midwest		96,870			32,949		261		—		227			130,307
South		28,757			31,000		182		—		41,328			101,267
East		66,896			31,469		14		—		369			98,748
Corporate and Other		(113,961	)		2,491		7,400		93,063		(19,162	)		(30,169	)
Total Including Pre-Acquisition (2)	$	154,416		$	128,553	$	8,047	$	93,063	$	23,130		$	407,209

	Year Ended December 31, 2016
	Operating Income (Loss)			Depreciation and Amortization		Stock-Based Compensation		Transaction Expenses⁽⁵⁾		Other ⁽⁶⁾			Adjusted EBITDA
Excluding Pre-Acquisition:
West	$	41,620		$	20,220	$	—	$	—	$	493		$	62,333
Midwest		—			—		—		—		—			—
South		23,378			7,861		—		—		(41	)		31,198
East		53,610			34,887		—		—		1,338			89,835
Corporate and Other		(29,490	)		481		3,341		9,182		1,406			(15,080	)
Total Excluding Pre-Acquisition	$	89,118		$	63,449	$	3,341	$	9,182	$	3,196		$	168,286

Pre-Acquisition (3):
West	$	25,682		$	8,901	$	38	$	—	$	—		$	34,621
Midwest		84,265			38,720		166		—		(247	)		122,904
South		49,112			23,793		118		—		533			73,556
East		(4,687	)		3,565		—		—		—			(1,122	)
Corporate and Other		(34,213	)		1,319		4,670		3,852		870			(23,502	)
Total Pre-Acquisition	$	120,159		$	76,298	$	4,992	$	3,852	$	1,156		$	206,457

Including Pre-Acquisition:
West	$	67,302		$	29,121	$	38	$	—	$	493		$	96,954
Midwest		84,265			38,720		166		—		(247	)		122,904
South		72,490			31,654		118		—		492			104,754
East (4)		48,923			38,452		—		—		1,338			88,713
Corporate and Other		(63,703	)		1,800		8,011		13,034		2,276			(38,582	)
Total Including Pre-Acquisition (2)	$	209,277		$	139,747	$	8,333	$	13,034	$	4,352		$	374,743

Year	Percentage
2018		105.250	%
2019		103.500	%
2020		101.750	%
2021 and thereafter		100.000	%

			Less than						More than
	Total		1 year		1 - 3 years		3 - 5 years		5 years
	(in millions)
Contractual cash obligations:
Long-term debt obligations(1)	$	2,210.2	$	0.6	$	0.6	$	0.3	$		2,208.7
Estimated interest payments on long-term debt(2)		773.4		115.4		230.8		235.0			192.2
Operating leases(3)		188.2		12.1		18.4		14.2			143.5
Gaming tax and license fees(4)		63.8		12.8		25.5		25.5		See note 3
Purchase and other contractual obligations		36.9		25.9		9.7		1.0			0.3
Minimum purse obligations(5)		10.5		10.5		—		—			—
Contingent earn-out payments(6)		0.5		0.1		0.2		0.2			—
Regulatory gaming assessments(7)		3.3		1.4		1.5		0.4			—
Total	$	3,286.8	$	178.8	$	286.7	$	276.6	$		2,544.7

	(in thousands)
	2018			2019			2020			2021			2022			Thereafter			Total
Fixed Rate Debt
6% Senior Notes	$	—		$	—		$	—		$	—		$	—		$	875,000		$	875,000
7% Senior Notes		—			—			—			—			—			375,000			375,000
Fixed Interest Rate		6.30	%		6.30	%		6.30	%		6.30	%		6.30	%		6.30	%		6.30	%

Variable Rate Debt
Term Loan (1)	$	—		$	—		$	—		$	—		$	—		$	956,750		$	956,750
Average Interest Rate		3.77	%		3.77	%		3.77	%		3.77	%		3.77	%		3.77	%		3.77	%

~~Item 8.~~
			Page
Report of Independent Registered Public Accounting Firm			61
Consolidated Balance Sheets			64
Consolidated Statements of Operations			65
Consolidated Statements of Comprehensive Income (Loss)			66
Consolidated Statements of Stockholders’ Equity			67
Consolidated Statements of Cash Flows			68
Notes to Consolidated Financial Statements ~~and Supplementary Data.~~			70


	Years Ended December 31,
(In millions, except per share data)	2023		2022		2021
NET REVENUES:
Casino	$	6,367	$	5,997	$	5,827
Food and beverage	1,728		1,596		1,140
Hotel	2,090		1,957		1,551
Other	1,343		1,271		1,052
Net revenues	11,528		10,821		9,570
OPERATING EXPENSES:
Casino	3,342		3,526		3,129
Food and beverage	1,049		935		707
Hotel	570		529		438
Other	434		411		373
General and administrative	2,012		2,068		1,782
Corporate	306		286		309
Impairment charges	95		108		102
Depreciation and amortization	1,261		1,205		1,126
Transaction and other costs, net	(13)		14		144
Total operating expenses	9,056		9,082		8,110



Operating income	2,472		1,739		1,460
OTHER EXPENSE:
Interest expense, net	(2,342)		(2,265)		(2,295)
Loss on extinguishment of debt	(200)		(85)		(236)
Other income (loss)	10		46		(198)
Total other expense	(2,532)		(2,304)		(2,729)
Loss from continuing operations before income taxes	(60)		(565)		(1,269)
Benefit for income taxes	888		41		283
Income (loss) from continuing operations, net of income taxes	828		(524)		(986)
Discontinued operations, net of income taxes	—		(386)		(30)
Net income (loss)	828		(910)		(1,016)
Net (income) loss attributable to noncontrolling interests	(42)		11		(3)
Net income (loss) attributable to Caesars	$	786	$	(899)	$	(1,019)
Net income (loss) per share - basic and diluted:
Basic income (loss) per share from continuing operations	$	3.65	$	(2.39)	$	(4.69)
Basic loss per share from discontinued operations	—		(1.80)		(0.14)
Basic income (loss) per share	$	3.65	$	(4.19)	$	(4.83)
Diluted income (loss) per share from continuing operations	$	3.64	$	(2.39)	$	(4.69)
Diluted loss per share from discontinued operations	—		(1.80)		(0.14)
Diluted income (loss) per share	$	3.64	$	(4.19)	$	(4.83)
Weighted average basic shares outstanding	215		214		211
Weighted average diluted shares outstanding	216		214		211


	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		Amount		Noncontrolling Interests		Total Stockholders' Equity
Balance, January 1, 2021	—	$	—	208	$	—	$	6,382	$	(1,391)	$	34	$	(9)	$	18	$	5,034
Stock-based compensation	—	—		1	—		83		—		—		—		—		83
Issuance of common stock, net	—	—		5	—		456		—		—		(14)		—		442
Net income (loss)	—	—		—	—		—		(1,019)		—		—		3		(1,016)


Other comprehensive income (loss), net of tax	—	—		—	—		—		—		2		—		(1)		1
Shares withheld related to net share settlement of stock awards	—	—		—	—		(44)		—		—		—		—		(44)
Transactions with noncontrolling interests	—	—		—	—		—		—		—		—		41		41

Balance, December 31, 2021	—	—		214	—		6,877		(2,410)		36		(23)		61		4,541
Stock-based compensation	—	—		1	—		102		—		—		—		—		102

Net loss	—	—		—	—		—		(899)		—		—		(11)		(910)
Other comprehensive income (loss), net of tax	—	—		—	—		—		—		56		—		(1)		55
Shares withheld related to net share settlement of stock awards	—	—		—	—		(26)		—		—		—		—		(26)
Transactions with noncontrolling interests	—	—		—	—		—		—		—		—		(11)		(11)
Balance, December 31, 2022	—	—		215	—		6,953		(3,309)		92		(23)		38		3,751
Stock-based compensation	—	—		1	—		104		—		—		—		—		104

Net income	—	—		—	—		—		786		—		—		42		828
Other comprehensive income, net of tax	—	—		—	—		—		—		5		—		—		5
Shares withheld related to net share settlement of stock awards	—	—		—	—		(27)		—		—		—		—		(27)
Transactions with noncontrolling interests	—	—		—	—		(29)		—		—		—		88		59
Balance, December 31, 2023	—	$	—	216	$	—	$	7,001	$	(2,523)	$	97	$	(23)	$	168	$	4,720


(In millions)	Year Ended December 31, 2021
Net revenues	$	9,696
Net loss	(893)
Net loss attributable to Caesars	(896)


(In millions)	Consideration
Cash for additional ownership interest	$	55
Preexisting relationships (net of receivable/payable)	18
Preexisting relationships (net of previously held equity investment)	81
Total purchase consideration	$	154


	Year Ended December 31, 2023
(In millions)	Rio
Net revenues	$	145
Net income	15


	Year Ended December 31, 2022
(In millions)	Rio		Baton Rouge
Net revenues	$	199	$	6
Net income (loss)	18		(1)


Buildings and improvements			3 to 40 years
Land improvements			12 to 40 years
Furniture, fixtures and equipment			3 to 15 years
Riverboats			30 years


Depreciation Expense
	Years Ended December 31,
(In millions)	2023		2022		2021
Depreciation expense	$	1,117	$	1,018	$	987


Changes in Carrying Value of Goodwill by Segment
(In millions)	Las Vegas		Regional		Caesars Digital		Managed and Branded		CEI Total
Gross Goodwill:
Balance as of January 1, 2022	$	6,889	$	3,093	$	1,198	$	—	$	11,180

Other (a)	—		—		6		—		6
Balance as of December 31, 2022	6,889		3,093		1,204		—		11,186
Accumulated Impairment:
Balance as of January 1, 2022	—		(104)		—		—		(104)
Impairment	—		(78)		—		—		(78)
Balance as of December 31, 2022	—		(182)		—		—		(182)
Net carrying value, as of December 31, 2022	$	6,889	$	2,911	$	1,204	$	—	$	11,004

Gross Goodwill:
Balance as of January 1, 2023	$	6,889	$	3,093	$	1,204	$	—	$	11,186

Other	—		—		—		—		—
Balance as of December 31, 2023	6,889		3,093		1,204		—		11,186
Accumulated Impairment:
Balance as of January 1, 2023	—		(182)		—		—		(182)
Impairment	—		(14)		—		—		(14)

Balance as of December 31, 2023	—		(196)		—		—		(196)

Net carrying value, as of December 31, 2023 (b)	$	6,889	$	2,897	$	1,204	$	—	$	10,990


Changes in Carrying Amount of Intangible Assets Other than Goodwill
	Amortizing				Non-Amortizing				Total
(In millions)	2023		2022		2023		2022		2023		2022
Balance as of January 1	$	1,060	$	1,209	$	3,654	$	3,711	$	4,714	$	4,920
Impairment	—		—		(81)		(30)		(81)		(30)
Amortization expense	(144)		(187)		—		—		(144)		(187)


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

Other	—		28		—		(28)		—		—
Balance as of December 31	$	946	$	1,060	$	3,577	$	3,654	$	4,523	$	4,714


Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill
	December 31, 2023							December 31, 2022
(Dollars in millions)	Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortizing intangible assets
Customer relationships	3 - 7 years	$	587	$	(360)	$	227	$	587	$	(276)	$	311
Gaming rights and other	10 - 34 years	242		(28)		214		212		(16)		196
Trademarks	15 years	313		(91)		222		313		(73)		240
Reacquired rights	24 years	250		(28)		222		250		(17)		233
Technology	6 years	110		(49)		61		110		(30)		80
		$	1,502	$	(556)	946		$	1,472	$	(412)	1,060

Non-amortizing intangible assets
Trademarks						1,998						1,998
Gaming rights						1,056						1,133
Caesars Rewards						523						523
						3,577						3,654
Total amortizing and non-amortizing intangible assets, net						$	4,523					$	4,714


Estimated Five-Year Amortization
	Years Ended December 31,
(In millions)	2024		2025		2026		2027		2028
Estimated annual amortization expense	$	130	$	122	$	122	$	80	$	43



(In millions)	Unrealized Net Gains on Derivative Instruments		Foreign Currency Translation Adjustments		Other		Total
Balances as of December 31, 2021	$	73	$	(36)	$	(1)	$	36
Other comprehensive income before reclassifications	9		35		—		44
Amounts reclassified from accumulated other comprehensive income	12		—		—		12
Total other comprehensive income, net of tax	21		35		—		56
Balances as of December 31, 2022	$	94	$	(1)	$	(1)	$	92








Other comprehensive income before reclassifications	—		1		4		5

Total other comprehensive income, net of tax	—		1		4		5
Balances as of December 31, 2023	$	94	$	—	$	3	$	97


		December 31,
(In millions)	Classification on the Balance Sheet	2023		2022
Assets:
Operating lease ROU assets (a)	Other long-term assets, net	$	622	$	639

Liabilities:
Current operating lease liabilities (a)	Accrued other liabilities	23		50

Non-current operating lease liabilities (a)	Other long-term liabilities	728		710


Lease Terms and Discount Rate	December 31,
	2023		2022
Weighted Average Remaining Lease Term (in years)	32.1		32.2


Weighted Average Discount Rate	8.1	%	8.3	%


Components of Lease Expense
	Years Ended December 31,
(In millions)	2023		2022		2021
Operating lease expense	$	96	$	132	$	128
Short-term and variable lease expense	159		138		104
Total operating lease costs	$	255	$	270	$	232


Cash payments included in the measurement of lease liabilities
	Years Ended December 31,
(In millions)	2023		2022		2021
Operating cash flows for operating leases	$	116	$	110	$	96