Caesars Entertainment Inc

For a discussion of our “Legal Proceedings,” refer to Note 5 of our Consolidated Condensed Financial Statements located elsewhere in this Quarterly Report on Form 10-Q and Note 11 to our Consolidated Financial Statements included in the 2023 Annual Report.

Cautionary Statements Regarding Forward-Looking Information

This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding our strategies, objectives and plans for future development or acquisitions of properties or operations, as well as expectations, future operating results, trends and other information that is not historical information. When used in this report, the terms or phrases such as “anticipates,” “believes,” “projects,” “plans,” “intends,” “expects,” “might,” “may,” “estimates,” “could,” “should,” “would,” “will likely continue,” and variations of such words or similar expressions and their negative forms are intended to identify forward-looking statements. These statements are made on the basis of management’s current views and assumptions regarding future events.

Forward-looking statements are based upon certain underlying assumptions, including any assumptions mentioned with the specific statements, as of the date such statements were made. Such assumptions are in turn based upon internal estimates and analyses of market conditions and trends, management plans and strategies, economic conditions and other factors. Such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control, and are subject to change. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend upon future circumstances that may not occur. Actual results and trends may differ materially from any future results, trends, performance or achievements expressed or implied by such statements. Forward-looking statements speak only as of the date they are made, and we assume no duty to update forward-looking statements. Forward-looking statements should not be regarded as a representation by us or any other person that the forward-looking statements will be achieved. Undue reliance should not be placed on any forward-looking statements. Some of the contingencies and uncertainties to which any forward-looking statement contained herein are subject include, but are not limited to, the following:

•our sensitivity to reductions in discretionary consumer spending as a result of downturns in the economy and other factors outside our control;

•projections of future results of operations or financial condition;

•expectations regarding our business and results of operations of our existing casino properties and prospects for future development;

•the impact of economic trends, inflation and public health emergencies on our business and financial condition;

•expectations regarding trends that will affect our market and the gaming industry generally, including expansion of internet betting and gaming, and the impact of those trends on our business and results of operations;

•our ability to comply with the covenants in the agreements governing our outstanding indebtedness and leases;

•our ability to meet our projected debt service obligations, operating expenses, and maintenance capital expenditures;

•expectations regarding availability of capital resources;

•our intention to pursue development opportunities and additional acquisitions and divestitures;

•the impact of regulation on our business and our ability to receive and maintain necessary approvals for our existing properties and future projects and operation of online sportsbook, poker and gaming;

•the impact of the Data Incident and any other future cybersecurity breaches on our business, financial conditions and results of operations;

•factors impacting our ability to successfully operate our digital betting and iGaming platform and expand its user base;

•our ability to adapt to the very competitive environments in which we operate, including the online market;

•the impact of economic downturns and other factors that impact consumer spending;

•the impact of win rates and liability management risks on our results of operations;

•our reliance on third parties for strategic relationships and essential services;

•costs associated with investments in our online offerings and technological and strategic initiatives;

•risk relating to fraud, theft and cheating;

•our ability to collect gaming receivables from our credit customers;

•the impact of our substantial indebtedness and significant financial commitments, including our obligations under our lease arrangements;

•restrictions and limitations in agreements governing our debt and leased properties could significantly affect our ability to operate our business and our liquidity;

•financial, operational, regulatory or other potential challenges that may arise as a result of leasing of a number of our properties;

•the effect of disruptions or corruption to our information technology and other systems and infrastructure;

•the ability to identify suitable acquisition opportunities and realize growth and cost synergies from any future acquisitions;

•the impact of governmental regulation on our business and the cost of complying or the impact of failing to comply with such regulations;

•changes in gaming taxes and fees in jurisdictions in which we operate;

•risks relating to pending claims or future claims that may be brought against us;

•changes in interest rates and capital and credit markets;

•the effect of seasonal fluctuations;

•our particular sensitivity to energy and water prices;

•deterioration in our reputation or the reputation of our brands;

•potential compromises of our information systems or unauthorized access to confidential information and customer data;

•our reliance on information technology, particularly for our digital business;

•our ability to protect our intellectual property rights;

•our reliance on licenses to use the intellectual property of third parties and our ability to renew or extend our existing licenses;

•the effect of war, terrorist activity, acts of violence, natural disasters, public health emergencies and other catastrophic events;

•increased scrutiny and changing expectations regarding our environmental, social and governance practices and reporting;

•our reliance on key personnel and the intense competition to attract and retain management and key employees in the gaming industry;

•work stoppages and other labor problems;

•our ability to retain performers and other entertainment offerings on acceptable terms; and

•other factors described in Part II, Item 1A. “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in this Quarterly Report on Form 10-Q and on our most recent Annual Reports on Form 10-K filed with the SEC.

In light of these and other risks, uncertainties and assumptions, the forward-looking events discussed in this report might not occur. These forward-looking statements speak only as of the date on which this statement is made, even if subsequently made available on our website or otherwise, and we do not intend to update publicly any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made, except as may be required by law.

You should also be aware that while we, from time to time, communicate with securities analysts, we do not disclose to them any material non-public information, internal forecasts or other confidential business information. Therefore, you should not assume that we agree with any statement or report issued by any analyst, irrespective of the content of the statement or report.

To the extent that reports issued by securities analysts contain projections, forecasts or opinions, those reports are not our responsibility and are not endorsed by us.