CZR 10-K Annual Report Dec. 31, 2023 | Alphaminr
Caesars Entertainment, Inc.
ALPHAMINR

CZR 10-K Fiscal year ended Dec. 31, 2023

Balance Sheet
Cash Flow
Income Statement
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CAESARS ENTERTAINMENT, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Organization and Basis Of PresentationNote 2. Summary Of Significant Accounting PoliciesNote 3. Acquisitions, Purchase Price Accounting and Pro Forma InformationNote 4. Divestitures and Discontinued OperationsNote 5. Investments in and Advances To Unconsolidated AffiliatesNote 6. Property and EquipmentNote 7. Goodwill and Intangible Assets, NetNote 8. Fair Value MeasurementsNote 9. Accrued Other LiabilitiesNote 10. LeasesNote 11. Litigation, Commitments and ContingenciesNote 12. Long-term DebtNote 13. Revenue RecognitionNote 14. Earnings Per ShareNote 15. Stock-based Compensation and Stockholders EquityNote 16. Employee Benefit PlansNote 17. Income TaxesNote 18. Related Party TransactionsNote 19. Segment InformationItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

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. Previously filed on Form 8-K filed on June 25, 2019. 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. 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 Harrahs 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 Harrahs 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 Harrahs 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 Harrahs 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 Harrahs 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 Leasethrough the Fifth Amendment), dated as of July 20, 2020, by and among the entities listed on Schedule A attached thereto, Harrahs Atlantic City LLC, New Laughlin Owner LLC, Harrahs New Orleans LLC, the entities listed on Schedule B attached thereto, Harrahs Atlantic City Operating Company, LLC, Harrahs 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 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. 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 Harrahs 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 Harrahs 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 Harrahs 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 Harrahs 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 Harrahs 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 Harrahs 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. 10.35* Incremental 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 ofJanuary26, 2024, by and between Caesars Enterprise Services, LLC and Bret Yunker. Filed herewith. 10.50 Amended and Restated Executive Employment Agreement, dated as ofJanuary26, 2024, by and between Caesars Enterprise Services, LLC and Stephanie Lepori. Filed herewith. 10.51 Amended and Restated Executive Employment Agreement, dated as ofJanuary26, 2024, 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 ofJanuary26, 2024, by and between Caesars Enterprise Services, LLC and Anthony Carano. Filed herewith. 10.54 Amended and Restated Executive Employment Agreement, dated as ofJanuary26, 2024, by and between Caesars Enterprise Services, LLC and Edmund L. Quatmann, Jr. Filed herewith. 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, Harrahs Joliet Landco LLC, CEOC, LLC, the entities listed on Schedule B attached thereto, Desert Palace LLC, Harrahs 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 ThirdAmended and Restated Master Lease, dated as ofNovember13,2023, 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 accordance with 18 U.S.C. Section 1350 Filed herewith. 32.2 Certification of 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.