CZR

MKT CAP $5.9BP/E —DIV YIELD —FCF YIELD 10.36%REV TTM $11.6B +2.4%NET INCOME −$465MNET DEBT $10.8B52W 18.14 – 30.41SEC XBRL · TTM TO Invalid Date

How CZR rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

34%

of sentences unchanged

Added

367

new sentences

Dropped

409

sentences removed

Length

−1,440

words, now 30,452

New in FY2025

Certain of our accounting policies, including those in connection with income taxes, goodwill and other indefinite-lived intangible assets, long-lived assets, allowance for credit losses 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.
Actual results may differ due to the inherent uncertainty involving judgments and estimates.
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 the then current tax law.
As of December 31, 2025, the Company had federal and state net operating loss carryforwards of $15 million and $9.1 billion, respectively, and federal general business tax credit and research tax credit carryforwards of $52 million, which will expire on various dates as follows: Year of Expiration Net Operating Losses Tax Credits (In millions) Federal States Federal 2026-2030 $ — $ 1,245 $ — 2031-2035 15 3,829 — 2036-2045 — 1,603 52 Do not expire — 2,387 — $ 15 $ 9,064 $ 52 Under the applicable accounting standards, we may recognize the tax benefit from an uncertain tax position only if it is 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.
Goodwill and Other Indefinite-lived Intangible Assets Assessing goodwill and other 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.
Our annual test for impairment of goodwill and other indefinite-lived intangible assets includes a qualitative assessment (a “step zero” assessment) to determine whether further impairment testing is necessary.
To perform the step zero analysis the Company considers general economic conditions, recent and projected financial performance, market competition and changes in the carrying amount of our reporting units for goodwill.
We also consider the period of time between the last qualitative assessment performed as well as the passing margin by which fair value exceeded the carrying value.
If the qualitative assessment indicates that it is more likely than not that the carrying amount of the reporting unit or indefinite-lived intangible asset exceeds its fair value, the Company does not proceed to a quantitative assessment.
We determine the fair value of our indefinite-lived intangible assets using either the relief from royalty method, the excess earnings method under the income approach or a replacement cost market approach.
Assumptions include the effects of changes in the competitive environment, capital projects, and new developments which may not be realized as projected.
Changes in these assumptions and estimates could have a significant impact on the fair value of our reporting units’ intangible assets and result in potential impairment.
We completed our annual impairment tests as of October 1, 2025.
As a result, we recognized impairment charges in our Regional segment.
We identified three reporting units in the Regional segment with estimated fair values associated with trademarks and goodwill below their respective carrying values and recorded impairments.
This resulted in trademark impairment of $22 million and goodwill impairments of $160 million within the segment for the year ended December 31, 2025.
As of October 1, 2025, three reporting units in the Regional segment and two reporting units in the Las Vegas segment with goodwill totaling $2.5 billion had fair values that did not significantly exceed their respective carrying values.
In addition, we identified one trademark totaling $114 million in our Las Vegas segment that did not significantly exceed its carrying value.
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 a merger when our discount rate was approximately 9.5%.
The discount rate used in our annual impairment testing as of October 1, 2025 was approximately 10.0%.
The discount rate represents the most sensitive input in our estimates and an increase of 1% to the discount rate would result in additional impairments of approximately $325 million on the assets that do not significantly exceed their carrying values.
In addition, $914 million of goodwill within our Regional segment and $462 million in our Las Vegas segment are associated with reporting units with zero or negative carrying values.
Allowance for Credit Losses - Gaming We reserve an estimated amount for gaming receivables that may not be collected to reduce the Company’s receivables to their net carrying amount.
Methodologies for estimating the allowance for credit losses range from specific reserves to various percentages applied to aged receivables.
As with many estimates, management must make judgments about potential actions by third parties in establishing and evaluating our reserves for credit losses.
As of December 31, 2025, a 5% increase or decrease to the allowance determined based on a percentage of aged receivables would change the reserve by approximately $15 million.
While the total cost of claims incurred depends on future developments, in management’s opinion, recorded reserves are adequate to cover future claims payments.
Self-insurance reserves for employee medical claims, workers’ compensation and general liability claims are included within Accrued other liabilities on the Balance Sheets.
Changes to our estimates may have an adverse effect on our financial position, results of operations or cash flows.
Interest Rate Risk As of December 31, 2025, the face value of long-term debt was $11.9 billion, including long-term variable-rate borrowings of $6.1 billion under the CEI Term Loans, the CVA Delayed Draw Term Loan, and the CEI Revolving Credit Facility.
No amounts were outstanding under the CVA Revolving Credit Facility.
The table below provides information as of December 31, 2025 about our fixed rate and variable rate financial instruments that are sensitive to changes in interest rates, including the cash flows associated with amortization and average interest rates.
Principal amounts are used to calculate the payments to be exchanged under the related agreements and average variable rates are based on implied forward rates in the yield curve as of December 31, 2025 and should not be considered a predictor of actual future interest rates.
Expected Maturity Date (Dollars in millions) 2026 2027 2028 2029 2030 Thereafter Total Fair Value Liabilities Long-term debt Fixed rate $ 2 $ 2 $ 2 $ 1,202 $ 2,002 $ 2,632 $ 5,842 $ 5,878 Average interest rate 4.3 % 4.3 % 4.3 % 4.6 % 7.0 % 6.3 % 6.2 % Variable rate $ 112 $ 112 $ 803 $ 372 $ 1,960 $ 2,704 $ 6,063 $ 6,034 Average interest rate 5.5 % 5.3 % 5.9 % 5.5 % 6.0 % 6.1 % 5.7 % As of December 31, 2025, borrowings outstanding under our CEI credit agreement and the CVA Delayed Draw Term Loan were variable-rate borrowings.
Assuming a 100 basis-point increase in Term SOFR, our annual interest cost would change by approximately $61 million based on gross amounts outstanding at December 31, 2025.
Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Caesars Entertainment, Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 17, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Indefinite-lived intangible assets consist primarily of trademarks, Caesars Rewards, and gaming rights.
The Company uses the Excess Earnings Method and Cost Approach to determine the estimated fair value of gaming rights.

and 327 more.

Gone since FY2024

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.
Due to the inherent uncertainty involving judgments and estimates, actual results may differ from those estimates.
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.
As of December 31, 2024, the Company had federal and state net operating loss carryforwards of $52 million and $9.1 billion, respectively, and federal general business tax credit and research tax credit carryforwards of $89 million, which will expire on various dates as follows: Year of Expiration Net Operating Losses Tax Credits (In millions) Federal States Federal 2025-2029 $ — $ 955 $ — 2030-2034 33 2,571 — 2035-2044 — 3,173 89 Do not expire 19 2,391 — $ 52 $ 9,090 $ 89 Under the applicable accounting standards, we may recognize the tax benefit from an uncertain tax position only if it is 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.
Goodwill and Other Indefinite-lived Intangible Assets Assessing goodwill and 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 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 a replacement cost market approach.
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, 2024.
As a result, we recognized impairment charges in our Regional and Las Vegas segments.
We identified six reporting units in the Regional segment with estimated fair values associated with trademarks, gaming rights and goodwill below their respective carrying values and recorded impairments.
This resulted in trademark impairment of $ 15 million, gaming rights impairment of $ 73 million and goodwill impairment of $ 182 million within the segment.
Impairment charges of $ 32 million to a trademark were also recorded due to the performance of our smallest brand in the Las Vegas segment.
As of October 1, 2024, four reporting units in the Regional segment and one reporting unit in the Las Vegas segment with goodwill totaling $1.2 billion had fair values that did not significantly exceed their respective carrying values.
In addition, we identified one trademark totaling $22 million in the Regional segment that did not significantly exceed its carrying value.
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 Merger when our discount rate was approximately 9.5%.
The discount rate used in our annual impairment testing as of October 1, 2024 was approximately 10.0%.
The discount rate represents the most sensitive input in our estimates and an increase of 1% to the discount rate would result in additional impairments of approximately $130 million on the assets that do not significantly exceed their carrying values.
In addition, $1.0 billion of goodwill within our Regional segment and $462 million in our Las Vegas segment are associated with reporting units with zero or negative carrying values.
Allowance for Doubtful Accounts - Gaming We reserve an estimated amount for gaming receivables that may not be collected to reduce the Company’s receivables to their net carrying amount.
Methodologies for estimating the allowance for doubtful accounts range from specific reserves to various percentages applied to aged receivables.
As with many estimates, management must make judgments about potential actions by third parties in establishing and evaluating our reserves for allowance for doubtful accounts.
As of December 31, 2024, a 5% increase or decrease to the allowance determined based on a percentage of aged receivables would change the reserve by approximately $15 million.
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, workers’ compensations and general liability claims are included within Accrued other liabilities on the Balance Sheets.
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.
Interest Rate Risk As of December 31, 2024, the face value of long-term debt was $12.3 billion, including variable-rate long-term borrowings of $5.9 billion under the CEI Term Loans and the CVA Delayed Draw Term Loan.
No amounts were outstanding under the CEI Revolving Credit Facility or the CVA Revolving Credit Facility.
The table below provides information as of December 31, 2024 about our fixed rate and variable rate financial instruments that are sensitive to changes in interest rates, including the cash flows associated with amortization and average interest rates.
Principal amounts are used to calculate the payments to be exchanged under the related agreements and average variable rates are based on implied forward rates in the yield curve as of December 31, 2024 and should not be considered a predictor of actual future interest rates.
Expected Maturity Date (Dollars in millions) 2025 2026 2027 2028 2029 Thereafter Total Fair Value Liabilities Long-term debt Fixed rate $ 2 $ 2 $ 548 $ 2 $ 1,202 $ 4,634 $ 6,390 $ 6,329 Average interest rate 4.3 % 4.3 % 8.1 % 4.3 % 4.6 % 6.6 % 6.3 % Variable rate $ 107 $ 107 $ 107 $ 637 $ 282 $ 4,664 $ 5,904 $ 5,938 Average interest rate 6.4 % 6.2 % 6.3 % 6.0 % 7.0 % 6.4 % 6.4 % As of December 31, 2024, borrowings outstanding under our CEI credit agreement and the CVA Delayed Draw Term Loan were variable-rate borrowings.
Assuming a 100 basis-point increase in Term SOFR, our annual interest cost would change by approximately $59 million based on gross amounts outstanding at December 31, 2024.
Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Caesars Entertainment, Inc. and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting.
The Company performed its annual impairment assessment as of October 1, 2024.
The Company’s goodwill balance was $10,601 million as of December 31, 2024 of which: (1) $1.1 billion and $71 million was related to three reporting units in the Regional segment and one reporting unit in the Las Vegas segment, respectively, had estimated fair values that did not significantly exceed their carrying values.
Therefore, our audit procedures to evaluate the reasonableness of management’s forecasts required a higher degree of auditor judgement, increased level of audit effort, and use of more experienced audit professionals, as well as the involvement of valuation specialists.
How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s forecasts and the selection of discount rates used by management to determine the fair value of the Company’s reporting units included the following, among others: • We tested the effectiveness of the Company’s internal controls over valuation inputs including management’s forecasts and the selection of discount rates. • We evaluated management’s ability to accurately forecast by comparing management’s historical projections to actual performance. • We evaluated the reasonableness of the assumptions and estimates included in management’s forecasts by: ◦ Comparing forecasts to information included in the Company’s communications to the Board of Directors, projected information in industry reports, and analyst reports for the Company and peer companies. ◦ Conducting inquiries with property management. ◦ Considering the impact of changes in the competitive, regulatory, and economic environment on management’s projections. ◦ Assessing the reasonableness of strategic plans incorporated by management into the projections. ◦ Evaluating management’s estimate and the impact of any related expansion of gaming activities by analyzing historical information. • With the assistance of our valuation specialists, we evaluated the discount rates selected by management by: ◦ Assessing the impact of the uncertainty in the forecasts on the discount rates, including testing the underlying market-based source information used in the selection of the discount rates and the mathematical accuracy of the discount rate calculations. ◦ Developing a range of independent estimates and comparing those to discount rates selected by management. /s/ DELOITTE & TOUCHE LLP Las Vegas, Nevada February 25, 2025 We have served as the Company’s auditor since 2020.

and 369 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

Watch CZR. Know when insiders buy.

One email the day a filing lands. Free.