Caesars Entertainment Inc

Results of Operations

The following table highlights the results of our operations:

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

(b)See the “Supplemental Unaudited Presentation of Consolidated Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”)” discussion later in this MD&A for a description of Adjusted EBITDA and a reconciliation of net income (loss) to Adjusted EBITDA.

Consolidated comparison for the years ended December 31, 2024, 2023 and 2022

The tables below highlight the results of our operations. Comparisons between 2024 and 2023 are described below. A discussion of changes in our results of operations between the year ended December 31, 2023 compared to 2022 has been omitted from this Annual Report on Form 10-K and can be found in “Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Net Revenues

Net revenues were as follows:

Consolidated net revenues decreased for the year ended December 31, 2024, as compared to the same prior year period, primarily due to the Regional segment being negatively impacted by competition associated with new casino resorts opening in some of our regional markets, construction disruption from renovation projects at certain of our properties, and inclement weather in several of our property locations during the first quarter of 2024. In addition, net revenues in our Las Vegas segment decreased due to the divestiture of Rio at the end of the third quarter of 2023, and lower table games volume and hold. These results were partially offset for the year ended December 31, 2024 by higher net revenues from our Caesars Digital segment due to a significant increase in iGaming handle coupled with improved iGaming hold and higher hold in sports betting. Furthermore, our Regional segment generated incremental revenues from the opening of our temporary gaming facilities at Caesars Virginia and Harrah’s Columbus Nebraska during the second quarter of 2023, followed by the permanent facilities of Harrah’s Columbus Nebraska in May 2024 and Caesars Virginia on December 17, 2024.

Operating Expenses

Operating expenses were as follows:

Casino expenses consist primarily of salaries and wages associated with our gaming operations, gaming taxes and marketing and promotions attributable to our Caesars Digital segment. Food and beverage expenses consist principally of salaries and wages and costs of goods sold associated with our food and beverage operations. Hotel expenses consist principally of salaries 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 were flat for the year ended December 31, 2024, as compared to the same prior year period, in connection with higher gaming taxes and software costs associated with increased revenues in our Caesars Digital segment, offset in part by lower gaming taxes associated with lower gaming revenues in our Las Vegas and Regional segments. We continue to strategically manage our marketing and advertising spend to reduce our casino expenses related to our Caesars Digital segment.

Food and beverage expenses have increased mainly due to higher union and non-union wages in addition to increased employee head count in our Las Vegas segment associated with new food and beverage offerings. We continue to focus on labor efficiencies to manage increased labor costs.

General and administrative expenses include items such as information technology, facility maintenance, utilities, property and liability insurance, expenses for administrative departments such as accounting, compliance, purchasing, human resources, legal, internal audit, and property taxes. General and administrative expenses also include other marketing expenses indirectly related to our gaming and non-gaming operations. General and administrative expenses decreased for the year ended December 31, 2024, as compared to the same prior year period, due to lower general advertising expenses and reduced rent expense related to the Rio which was divested at the end of the third quarter of 2023.

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

Impairment charges for the year ended December 31, 2024 were recorded within our Regional segment as a result of a decrease in projected future cash flows at certain properties primarily due to localized competition. Impairment charges to a trademark were also recorded due to the performance of our smallest brand in the Las Vegas segment.

Depreciation and amortization expenses increased for the year ended December 31, 2024, as compared to the same prior year period primarily related to recently completed construction projects.

Transaction and other costs, net for the year ended December 31, 2024 primarily includes non-cash losses on the write down and disposal of assets, gains from the sales of the WSOP trademark and the LINQ Promenade, professional services for transaction and integration costs, various contract exit or termination costs, pre-opening costs in connection with new property openings and expansion projects at existing properties, and non-cash changes in equity method investments. Transaction and other costs, net for the year ended December 31, 2023 also includes net proceeds received in exchange for participation rights in a potential insurance recovery.

Other Expense

Other expense was as follows:

Interest expense, net increased for the year ended December 31, 2024 as compared to the same prior year period primarily due to the annual CPI-based rent escalator and the variable rent adjustment associated with our VICI Leases. Interest expense associated with our debt instruments is also slightly higher due to our debt mix, partially offset by our continuing efforts to reduce outstanding debt. An increase in capitalized interest resulting from ongoing construction projects, including our new developments, has also offset the increase in total interest expense.

For the year ended December 31, 2024, loss on extinguishment of debt was primarily related to the prepayments of the CEI Senior Secured Notes due 2025 and the Caesars Resort Collection (“CRC”) Senior Secured Notes and the partial prepayments of the CEI Term Loan B and the CEI Senior Notes due 2027. For the year ended December 31, 2023, loss on extinguishment of debt was primarily related to the prepayments of the CRC Term Loan, the CRC Incremental Term Loan and the Baltimore Term Loan.

Other income for the year ended December 31, 2024, primarily represents a change in estimate of our disputed claims liability.

The income tax provision was $87 million for the year ended December 31, 2024, as compared to an income tax benefit of $888 million for the year ended December 31, 2023. The reported income tax expense in 2024 differed from the statutory income tax benefit primarily due to nondeductible goodwill impairments and write offs and nondeductible interest expense. The reported income tax benefit in 2023 differed from the statutory income tax benefit primarily due to the partial release of federal and 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 our federal and state deferred tax assets would be realized. Refer to Item 8. - Note 14 for the effective income tax rate reconciliation.

Segment comparison for the years ended December 31, 2024, 2023 and 2022

Las Vegas Segment

(a)Prior year gaming volumes include Rio’s table games drop of $70 million and $111 million for the years ended December 31, 2023 and 2022, respectively, and slot handle of $342 million and $530 million for the years ended December 31, 2023 and 2022, respectively.

Our Las Vegas segment’s net revenues, net income, Adjusted EBITDA and Adjusted EBITDA margin decreased for the year ended December 31, 2024, compared to the same prior year period. Net revenues, net income and gaming volumes were negatively impacted by the divestiture of Rio at the end of the third quarter of 2023. Casino revenues also declined as a result of lower table games volume and hold. Entertainment revenues also declined due to the mix of headliner performances in the current year, as compared to prior year. These decreases were slightly offset by higher hotel and food and beverage revenues associated with improved hotel occupancy, higher room rates and new food and beverage offerings, excluding the impact of the Rio divestiture. Net income and Adjusted EBITDA in the Las Vegas segment for the year ended December 31, 2024 were also negatively impacted by higher operating costs associated with (a) higher union and non-union wages, (b) increased employee head count associated with new food and beverage offerings and (c) increased promotional costs associated with special events held over the Super Bowl weekend.

We recorded trademark impairment totaling $32 million due to the performance of our smallest brand in the Las Vegas segment for the year ended December 31, 2024.

Slot win percentage in the Las Vegas segment during the year ended December 31, 2024 was within our typical range.

Regional Segment

Our Regional segment’s net revenues, net income (loss), Adjusted EBITDA and Adjusted EBITDA margin decreased for year ended December 31, 2024, as compared to the same prior year period, primarily due to the continued impact of competition associated with new casino resorts opening in some of our regional markets and construction disruption from renovation projects at certain of our properties. Additionally, inclement weather in several of our regional property locations negatively impacted visitor volume in the first quarter of 2024. The impact of these unfavorable factors was partially offset for the year ended December 31, 2024 by the incremental revenues attributable to Caesars Virginia and Harrah’s Columbus Nebraska that opened temporary facilities during the second quarter in 2023. The permanent facility of Harrah’s Columbus Nebraska opened in May 2024 following the closure of the temporary facility in March 2024. The permanent facility of Caesars Virginia opened in December 2024.

As a result of the aforementioned factors impacting certain of our properties in the Regional segment, we recorded impairments totaling $270 million during the year ended December 31, 2024.

Slot win percentage in the Regional segment during the year ended December 31, 2024 was within our typical range.

Caesars Digital Segment

(a)Includes total promotional and complimentary incentives related to sports betting, iGaming, and poker of $283 million, $253 million and $542 million for the years ended December 31, 2024, 2023 and 2022, respectively. Promotional and complimentary incentives for poker were $13 million, $14 million and $21 million for the years ended December 31, 2024, 2023 and 2022, respectively.

(b)Caesars Digital generated an additional $979 million, $1.1 billion and $1.2 billion of sports betting handle for the years ended December 31, 2024, 2023 and 2022, respectively, which is not included in this table, for select wholly-owned and third-party operations for which Caesars Digital provides services and we receive all, or a share of, the net profits. Hold related to these operations was 9.3%, 10.4% and 11.0% for the years ended December 31, 2024, 2023 and 2022, respectively. Sports betting handle includes $41 million, $45 million and $50 million for the years ended December 31, 2024, 2023 and 2022, respectively, related to horse racing and pari-mutuel wagers.

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

Caesars Digital’s net revenues, net income (loss), Adjusted EBITDA, and Adjusted EBITDA margin improved significantly for the year ended December 31, 2024, as compared to the same prior year period, primarily due to higher iGaming handle and iGaming hold coupled with improved sports betting hold. The increase was slightly offset by lower sports betting handle. iGaming handle and iGaming hold improved following the launch of Caesars Palace Online Casino in August 2023 and Horseshoe Online Casino app which initially launched in October 2024. Despite improved sports betting hold which reflects the benefit of the continued investment in our sports betting platform, hold remained at the lower end of our expected range primarily due to customer friendly sports betting outcomes in the fourth quarter of 2024.

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.

Managed and Branded Segment

We manage several properties and license rights to the use of our brands. These revenue agreements typically include reimbursement of certain costs that we incur directly. Such costs are primarily related to payroll costs incurred on behalf of the properties under management. The revenue related to these reimbursable management costs has a direct impact on our evaluation of Adjusted EBITDA margin which, when excluded, reflects margins typically realized from such agreements. The table below presents the amount included in net revenues and total operating expenses related to these reimbursable costs. In September 2023, we recorded $25 million of additional other revenue related to the termination of the Caesars Dubai management agreement, which has been excluded from Adjusted EBITDA.

Corporate & Other

Supplemental Unaudited Presentation of Consolidated Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) for the Years Ended December 31, 2024, 2023 and 2022

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

The following table summarizes our Adjusted EBITDA for the years ended December 31, 2024, 2023 and 2022 in addition to reconciling net income (loss) to Adjusted EBITDA in accordance with GAAP (unaudited):

(a)Benefit for income taxes for the year ended December 31, 2023 includes the release of $940 million of valuation allowance against deferred tax assets.

(b)Other income for the year ended December 31, 2024 primarily represents a change in estimate of our disputed claims liability.

(c)Impairment charges for the year ended December 31, 2024 include impairments within our Regional segment as a result of a decrease in projected future cash flows at certain properties primarily due to localized competition and an impairment to a trademark due to the performance of our smallest brand in the Las Vegas segment.

(d)Transaction costs and other, net primarily includes non-cash losses on the write down and disposal of assets, gains from the sales of the WSOP trademark and the LINQ Promenade, insurance proceeds from property damage, professional services for transaction and integration costs, various contract exit or termination costs, pre-opening costs in connection with new property openings and expansion projects at existing properties, and non-cash changes in equity method investments.

(e)Adjustment for pre-disposition results of operations reflecting the subtraction of results of operations for Rio All-Suite Hotel & Casino and the LINQ Promenade prior to divestiture, for the relevant periods. See Item 7 - Overview above. Such figures are based on unaudited internal financial statements and have not been reviewed by our auditors for the periods presented. The additional financial information is included to enable the comparison of current results with results of prior periods.