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Caesars Entertainment Inc

For the period ended Dec 31, 2024. Filed Feb 25, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 25, 2025

CZR$29.30+0.1%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits and Financial Statement Schedules

(a)(i) Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022

Notes to Consolidated Financial Statements

We have omitted schedules other than the ones listed above because they are not required or are not applicable, or the required information is shown in the financial statements or notes to the financial statements.

(a)(ii) Exhibits

ExhibitNumberDescription of ExhibitMethod of Filing
2.1Agreement 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.
2.2Amendment 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.
3.1Amended and Restated Certificate of Incorporation of Caesars Entertainment, Inc.Previously filed on Form 8-K filed on June 16, 2023.
3.2Amended and Restated Bylaws of Caesars Entertainment, Inc.Previously filed on Form 8-K filed on August 1, 2022.
4.1Description of Capital StockFiled herewith.
4.2Indenture (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.
4.3First 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.
4.4Second 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.
4.5Third 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.Previously filed on Form 10-K filed on February 20, 2024.
4.6Fourth Supplemental Indenture, dated as of August 23, 2024, 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.
4.7Indenture (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.
4.8First 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.
4.9Second 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.Previously filed on Form 10-K filed on February 20, 2024.
4.10Third Supplemental Indenture, dated as of August 23, 2024, 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.
4.11Indenture (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.
4.12First 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.
4.13Second Supplemental Indenture (7.00% CEI Senior Secured Notes due 2030), dated as of November 3, 2023, to Indenture, dated as of February 6, 2023, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as Trustee, and U.S. Bank National Association, as Collateral Agent.Previously filed on Form 10-K filed on February 20, 2024.
4.14Third Supplemental Indenture (7.00% CEI Senior Secured Notes due 2030), dated as of August 23, 2024, to Indenture, dated as of February 6, 2023, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as Trustee, and U.S. Bank National Association, as Collateral Agent.Filed herewith.
4.15Indenture (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.
ExhibitNumberDescription of ExhibitMethod of Filing
4.16First Supplemental Indenture (6.50% CEI Senior Secured Notes due 2032), dated as of March 1, 2024, to Indenture, dated as of February 6, 2024, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as Trustee, and U.S. Bank National Association, as Collateral Agent.Previously filed on Form 10-Q filed on April 30, 2024.
4.17Second Supplemental Indenture (6.50% CEI Senior Secured Notes due 2032), dated as of August 23, 2024, to Indenture, dated as of February 6, 2024, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as Trustee, and U.S. Bank National Association, as Collateral Agent.Filed herewith.
4.18Indenture (6.00% CEI Senior Notes due 2032) dated as of October 17, 2024, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as Trustee.Previously filed on Form 8-K filed on October 17, 2024.
10.1Second 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, LLCPreviously filed on Form 8-K filed on July 21, 2020.
10.2Third 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.
10.3Fourth 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.
10.4Fifth 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.
10.5Sixth 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.
10.6Guaranty, 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.
10.9Seventh 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.
10.10Eighth 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.
10.11Ninth 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.
10.12Tenth 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.
10.13Eleventh 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.
10.14Twelfth 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.
ExhibitNumberDescription of ExhibitMethod of Filing
10.15Guaranty 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.
10.18Fourth 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.
10.19Fifth 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
10.20Sixth 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.
10.21Guaranty, 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.
10.23Right 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.
10.24Second 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.
10.27First 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.
10.28Credit 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.
10.29Incremental 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.
10.30First 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.
10.31Second 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.
10.32Third 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.
10.33Fourth Amendment to Credit Agreement, dated as of May 9, 2024, by and among Caesars Entertainment, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.Previously filed on Form 8-K filed on May 9, 2024.
10.34Fifth Amendment to Credit Agreement, dated as of November 25, 2024, by and among Caesars Entertainment, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.Previously filed on Form 8-K filed on November 25, 2024.
ExhibitNumberDescription of ExhibitMethod of Filing
10.35*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.
10.36*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.
10.37Caesars 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.
10.38Amended 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.
10.39First 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.
10.40†Caesars Entertainment Corporation Executive Supplemental Savings Plan III.Previously filed on Form S-8 filed by Caesars Holdings, Inc. on December 13, 2018.
10.41†Caesars Entertainment Corporation Outside Director Deferred Compensation Plan.Previously filed on Form S-8 filed by Caesars Holdings, Inc. on December 13, 2018.
10.42†Caesars Entertainment, Inc. Second Amended and Restated 2015 Equity Incentive PlanPreviously filed on Form 8-K filed on June 14, 2024.
10.43†Form of Director Indemnification Agreement.Previously filed on Form 10-Q filed on November 9, 2020.
10.44†Form of Director Restricted Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan.Filed herewith
10.45†Form of Restricted Stock Unit Award Agreement (Time-Based) pursuant to the Amended & Restated 2015 Equity Incentive Plan.Filed herewith
10.46†Form of Restricted Stock Unit Award Agreement Performance-Based (EBITDA) pursuant to the Amended & Restated 2015 Equity Incentive Plan.Filed herewith
10.47†Form of Restricted Stock Unit Award Agreement Performance-Based (TSR) pursuant to the Amended & Restated 2015 Equity Incentive Plan.Filed herewith
10.48†Amended and Restated Executive Employment Agreement, dated as of August 10, 2022, by and between Caesars Enterprise Services, LLC and Bret Yunker.Previously filed on Form 10-Q filed on November 2, 2022.
10.49†First Amendment to the Amended and Restated Executive Employment Agreement, dated as of January 26, 2024, by and between Caesars Enterprise Services, LLC and Bret Yunker.Previously filed on Form 10-Q filed on April 30, 2024.
10.50†Amended and Restated Executive Employment Agreement, dated as of August 10, 2022, by and between Caesars Enterprise Services, LLC and Stephanie Lepori.Filed herewith
10.51†First Amendment to the Amended and Restated Executive Employment Agreement, dated as of January 26, 2024, by and between Caesars Enterprise Services, LLC and Stephanie Lepori.Previously filed on Form 10-Q filed on April 30, 2024.
10.52†Amended and Restated Executive Employment Agreement, dated as of August 10, 2022, by and between Caesars Enterprise Services, LLC and Thomas Reeg.Previously filed on Form 10-Q filed on November 2, 2022.
10.53†First Amendment to the Amended and Restated Executive Employment Agreement, dated as of January 26, 2024, by and between Caesars Enterprise Services, LLC and Thomas Reeg.Previously filed on Form 10-Q filed on April 30, 2024.
10.54†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.
10.55†Amended and Restated Executive Employment Agreement, dated as of August 10, 2022, by and between Caesars Enterprise Services, LLC and Anthony Carano.Previously filed on Form 10-Q filed on November 2, 2022.
ExhibitNumberDescription of ExhibitMethod of Filing
10.56†First Amendment to the Amended and Restated Executive Employment Agreement, dated as of January 26, 2024, by and between Caesars Enterprise Services, LLC and Anthony Carano.Previously filed on Form 10-Q filed on April 30, 2024.
10.57†Amended and Restated Executive Employment Agreement, dated as of August 10, 2022, by and between Caesars Enterprise Services, LLC and Edmund L. Quatmann, Jr.Previously filed on Form 10-Q filed on November 2, 2022.
10.58†First Amendment to the Amended and Restated Executive Employment Agreement, dated as of January 26, 2024, by and between Caesars Enterprise Services, LLC and Edmund L. Quatmann, Jr.Previously filed on Form 10-Q filed on April 30, 2024.
10.59Amended 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.
10.60Third Amended and Restated Master Lease, dated as of November 13, 2023, by and among Tropicana Entertainment, Inc., IOC Black Hawk County, Inc., Isle of Capri Bettendorf, L.C. and GLP Capital L.P.Previously filed on Form 10-K filed on February 20, 2024.
14.1Code of Ethics and Business ConductFiled herewith.
19.1Policy on Insider Information and Insider TradingFiled herewith.
21.1Subsidiaries of the RegistrantFiled herewith.
23.1Consent of Deloitte & Touche LLPFiled herewith.
31.1Certification of Thomas R. Reeg pursuant to Rule 13a-14a and Rule 15d-14(a)Filed herewith.
31.2Certification of Bret Yunker pursuant to Rule 13a-14a and Rule 15d-14(a)Filed herewith.
32.1Certification of Thomas R. Reeg in accordance with 18 U.S.C. Section 1350Filed herewith.
32.2Certification of Bret Yunker in accordance with 18 U.S.C. Section 1350Filed herewith.
97.1Policy Relating to Recovery of Erroneously Awarded CompensationFiled herewith.
99.1Gaming and Regulatory OverviewFiled herewith.
101.1Inline XBRL Instance DocumentFiled herewith.
101.2Inline XBRL Taxonomy Extension Schema DocumentFiled herewith.
101.3Inline XBRL Taxonomy Extension Calculation Linkbase DocumentFiled herewith.
101.4Inline XBRL Taxonomy Extension Definition Linkbase DocumentFiled herewith.
101.5Inline XBRL Taxonomy Extension Label Linkbase DocumentFiled herewith.
101.6Inline XBRL Taxonomy Extension Presentation Linkbase DocumentFiled herewith.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)Filed herewith.
†Denotes a management contract or compensatory plan or arrangement.
*Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
**Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because such information is (i) not material and (ii) could be competitively harmful if publicly disclosed.
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