Received Stockholder Approval for Merger with Eldorado Resorts

Caesars Entertainment Corporation reported fourth quarter and full-year 2019 results as summarized in the discussion below, which highlights certain GAAP and non-GAAP financial measures on a consolidated basis.

Fourth Quarter Highlights

• Fourth quarter net revenues increased 2.6%, or $54 million, from $2.12 billion to $2.17 billion.
• Fourth quarter income from operations increased 77.0%, or $77 million, from $100 million to $177 million.
• Fourth quarter net income/(loss) decreased $502 million, from income of $198 million to a loss of $304 million.
• Non-GAAP adjusted EBITDA increased 2.8%, or $16 million, from $567 million to $583 million.
• Non-GAAP adjusted EBITDA, excluding Rio, increased 3.4%, or $19 million, to $572 million.

Full Year Highlights

• Full year net revenues increased 4.2%, or $351 million, from $8.39 billion to $8.74 billion.
• Full year income from operations decreased 16.4%, or $121 million, from $739 million to $618 million.
• Full year net income/(loss) decreased $1.50 billion, from income of $303 million to a loss of $1.20 billion.
• Non-GAAP adjusted EBITDA increased 4.2%, or $97 million, from $2.31 billion to $2.41 billion.

“Caesars Entertainment delivered another quarter of solid operational performance,” said Tony Rodio, President and Chief Executive Officer of Caesars Entertainment. “Caesars’ results were largely driven by the strong demand at our Las Vegas properties, excellent cost controls, and the addition of sports betting in several states which drove increased visitation. In addition, our focus on costs and operating efficiencies across the company contributed to the excellent performance.” he added.

Additional Developments

Completed Sale of the Rio All-Suite Hotel & Casino

On December 5, 2019, the Company announced it has completed the previously announced sale of the Rio All-Suite Hotel & Casino for $516.3 million. Caesars will continue to manage and operate the Rio for a minimum of two years through a lease agreement, and the property will remain part of the Caesars Rewards network during the term of the lease.

Stockholders Approve Merger of Caesars Entertainment and Eldorado Resorts

On November 15, 2019, Caesars Entertainment and Eldorado Resorts, Inc. announced that at separate Special Meetings of Stockholders, their respective stockholders approved certain actions in connection with the Company’s proposed merger with Eldorado Resorts, Inc. (the “Merger”). The transaction is expected to be consummated in the first half of 2020 and remains subject to the receipt of certain regulatory gaming and other approvals, and other closing conditions.

Sale of Harrah’s Reno

On January 15, 2020, Caesars Entertainment and VICI Properties Inc. announced an agreement to sell Harrah’s Reno for $50 million. The proceeds of the transaction shall be split 75% to VICI and 25% to Caesars. Under the terms of the agreement, Caesars will continue to operate the property upon closing of the transaction, which will allow Caesars to cease operations at the property during the second half of 2020.

Basis of Presentation

Certain additional non-GAAP financial measures have been added to highlight the results of the Company. “Hold adjusted” results are adjusted to reflect the hold we achieved compared to the hold we expected. See the table at the end of this press release for the reconciliation of non-GAAP to GAAP presentations.

This release also includes the indicators ADR and RevPAR. See Supplemental Information in this release for information regarding how we define ADR and RevPAR. Our definition and calculation of ADR and RevPAR may be different than the definition and calculation of similarly titled indicators presented by other companies.

Financial Results

Caesars views each property as an operating segment and aggregates such properties into three regionally-focused reportable segments: (i) Las Vegas, (ii) Other U.S. and (iii) All Other, which is consistent with how Caesars manages the business. The results of each reportable segment presented below are consistent with the way management assesses these results and allocates resources, which is a consolidated view that adjusts for the effect of certain transactions between reportable segments within Caesars. “All Other” includes managed, international and other properties as well as parent and other adjustments to reconcile to consolidated Caesars results.

During the fourth quarter of 2019, net revenues increased $54 million as compared to 2018 driven by growth in all business verticals, with significant growth in Las Vegas due to healthy consumer demand and a higher cash customer mix. Other U.S. net revenues increased $18 million year over year primarily due to growth in Iowa and Indiana as a result of our new sportsbooks and better results in Atlantic City. All Other net revenues decreased $4 million year over year, primarily due to lower gaming volumes in the UK, offset by one-time payments to CIE for early terminations of WSOP licensing agreements. Across all of our casino properties, hold had a favorable impact of $5 million to $10 million this quarter compared to the prior year, and was $10 million to $15 million above our expectations.

During the year ended December 31, 2019, net revenues increased $351 million as compared to 2018 driven primarily by the acquisition of Centaur in July 2018, strong Las Vegas results and favorable hold. These positive factors were offset by lower gaming volume at our Atlantic City properties as a result of increased competition and inclement weather across some of our properties. Across all of our casino properties, hold had a favorable impact of $60 million to $65 million this year compared to the prior year and was $30 million to $35 million above our expectations.

During the fourth quarter of 2019, income from operations increased $77 million primarily due to a $54 million increase in net revenues in the fourth quarter of 2019 compared with 2018, as explained above. The decrease in operating expenses of $23 million also contributed to the increase of income from operations. The decrease in operating expenses was primarily due to a decrease in depreciation and amortization expense of $24 million, due to high accelerated depreciation in 2018 related to certain renovation projects in 2018, and lower impairment charges related to goodwill compared to 2018 and lower impairment charges related to tangible and other intangible assets related to Horseshoe Hammond in 2019. These decreases were partially offset by an increase in property, general, administrative and other primarily due to expenses related to payroll and our sports partnerships.

During the year ended December 31, 2019, income from operations decreased $121 million compared with 2018 due to an increase in operating expenses of $472 million offset by an increase in net revenue of $351 million in 2019 compared with 2018, as explained above. Operating expenses increased $223 million as a result of our acquisition of Centaur in 2018. Impairment of tangible and other intangible assets increased by $406 million due to the recognition of impairment charges in 2019 related to land and buildings and gaming rights. These increases were partially offset by a decrease of $151 million in depreciation and amortization expense, excluding Centaur, primarily due to higher depreciation expense in 2018 from disposals of property and equipment related to renovation projects at certain Las Vegas properties and accelerated depreciation of assets.

During the fourth quarter of 2019, net income/(loss) attributable to Caesars decreased $502 million from net income of $198 million to net loss of $304 million due to an increase in other loss of $627 million primarily due to a change in the fair value of the derivative liability related to the conversion option of CEC’s 5.00% convertible senior notes maturing in 2024 (the “CEC Convertible Notes”), offset by an increase of $43 million in tax benefit and an increase of $77 million in income from operations, as explained above.

During the year ended December 31, 2019, net income/(loss) attributable to Caesars decreased $1.5 billion from net income of $303 million to net loss of $1.2 billion due to an increase in other loss of $1.38 billion primarily due to a year over year change in the fair value of the derivative liability related to the CEC Convertible Notes. In addition, a $44 million change in the fair value of disputed claims liability related to Caesars Entertainment Operating Company, Inc.’s emergence from bankruptcy in 2017, and an increase in interest expense of $24 million as a result of our failed sale-leaseback financing obligations also contributed to the decrease of net income/(loss) attributable to Caesars. Income from operations also decreased $121 million in 2019 compared with 2018, as explained above. These were partially offset by an increase of $20 million in tax benefit.

During the fourth quarter of 2019, adjusted EBITDA improved $16 million as compared to 2018 driven primarily by the increase in revenues explained above and excellent cost controls across the properties and corporate office, including a reduction in payroll and professional services expenses. This increase was offset by continued investments in sports sponsorships. Across all of our casinos, hold had a favorable impact of $0 to $5 million year over year and was $5 million to $10 million above our expectations. Excluding the performance at Rio, adjusted EBITDA improved $19 million to $572 million as compared to 2018.

During the year ended December 31, 2019, adjusted EBITDA improved $97 million as compared to 2018 due to strong Las Vegas results and the acquisition of Centaur in July 2018, offset by competition in Atlantic City and increased investments in sports sponsorships. Across all of our casinos, hold had a favorable impact of $40 million to $45 million year over year and was $20 million to $25 million above our expectations.

About Caesars:

Caesars Entertainment is one of the world’s most diversified casino-entertainment providers and the most geographically diverse U.S. casino-entertainment company. Since its beginning in Reno, Nevada, in 1937, Caesars Entertainment has grown through development of new resorts, expansions and acquisitions. Caesars Entertainment’s resorts operate primarily under the Caesars®, Harrah’s® and Horseshoe® brand names. Caesars Entertainment’s portfolio also includes the Caesars Entertainment UK family of casinos. Caesars Entertainment is focused on building loyalty and value with its guests through a unique combination of great service, excellent products, unsurpassed distribution, operational excellence and technology leadership. Caesars Entertainment is committed to its employees, suppliers, communities and the environment through its PEOPLE PLANET PLAY framework. For more information, please visit www.caesars.com/corporate.