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CAESARS ACQUISITION CO

FORM 10-K (Annual Report)

Filed 02/29/16 for the Period Ending 12/31/15

Address Telephone CIK Symbol SIC Code Fiscal Year

ONE CAESARS PALACE DRIVE LAS VEGAS, NV 89109 7024076000 0001575879 CACQ 7011 - Hotels and Motels 12/31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________

FORM 10-K _________________________ (Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2015 or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to __________ Commission File No. 001-36207

_________________________

CAESARS ACQUISITION COMPANY (Exact name of registrant as specified in its charter)

_________________________ Delaware

46-2672999

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

One Caesars Palace Drive, Las Vegas, Nevada

89109

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (702) 407-6000

_________________________ Securities registered pursuant to Section 12(b) of the Act: Title of Each Class

Name of Each Exchange on Which Registered

Class A Common stock, $0.001 par value

NASDAQ Global Select Market

Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes x Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer

Accelerated filer

Non-accelerated filer

o (Do not check if a smaller reporting company)

Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x As of June 30, 2015 , the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the registrant's Class A common stock held by non-affiliates was $319.1 million . As of February 25, 2016 , the registrant had 137,341,569 shares of Class A Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement for the 2016 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K. Such Proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended December 31, 2015 .

CAESARS ACQUISITION COMPANY INDEX TO FINANCIAL STATEMENTS Page Part I Item 1 - Business

Item 1A - Risk Factors

Item 1B - Unresolved Staff Comments

Item 2 - Properties

Item 3 - Legal Proceedings

Item 4 - Mine Safety Disclosures

Item 5 - Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6 - Selected Financial Data

Item 7 - Management's Discussion and Analysis of Financial Conditions and Results of Operations

Item 7A - Quantitative and Qualitative Disclosures About Market Risk

Item 8 - Financial Statements and Supplementary Data

Part II

Caesars Acquisition Company Report of Independent Registered Public Accounting Firm

Financial Statements

Notes to Financial Statements

Predecessor Growth Partners Explanatory Note

112

Report of Independent Registered Public Accounting Firm

113

Combined Financial Statements

114

Notes to Combined Financial Statements

118

Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

142

Item 9A - Controls and Procedures

142

Item 9B - Other Information

143

Item 10 - Directors, Executive Officers and Corporate Governance

144

Item 11 - Executive Compensation

144

Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

144

Item 13 - Certain Relationships and Related Transactions, and Director Independence

144

Item 14 – Principal Accounting Fees and Services

144

Item 15 – Exhibits, Financial Statement Schedules

145

Part III

Part IV Signatures

153

Caesars Acquisition Company and its subsidiaries have proprietary rights to a number of trademarks used in this Annual Report on Form 10-K that are important to its business, including, without limitation, World Series of Poker ("WSOP"), Slotomania, House of Fun and Bingo Blitz . In addition, Caesars Entertainment Corporation, our joint venture partner in Caesars Growth Partners, LLC, and Caesars Entertainment Operating Company, Inc., and their respective subsidiaries, have proprietary rights to, among others, Caesars, Caesars Entertainment, Harrah's, Total Rewards, Horseshoe and Bally's. We have omitted the registered trademark (®) and trademark (™) symbols for such trademarks named in this Annual Report on Form 10-K . 2

PART I Item 1. Business Overview Caesars Acquisition Company Caesars Acquisition Company (the "Company," "CAC," "we," "our" and "us"), a Delaware corporation, was formed on February 25, 2013 to make an equity investment in Caesars Growth Partners, LLC ("CGP LLC"), a joint venture between CAC and subsidiaries of Caesars Entertainment Corporation ("CEC" or "Caesars Entertainment"), and following the transactions described below, directly owns 100% of the voting membership units of CGP LLC, a Delaware limited liability company. CGP LLC was formed on July 16, 2013 for the purpose of acquiring certain businesses and assets of Caesars Entertainment and to pursue high-growth operating assets. On October 21, 2013 , the joint venture was formed between subsidiaries of Caesars Entertainment and CAC through the execution of the series of transactions described below (which are collectively referred to as the "Transactions"): (i)

The Class A common stock of CAC was made available via a subscription rights offering by Caesars Entertainment to its shareholders as of October 17, 2013 (the "Rights Offering"), whereby each subscription right entitled its holder to purchase from CAC one share of CAC's Class A common stock or the right to retain such subscription right;

(ii)

Affiliates of Apollo Global Management, LLC ("Apollo") and affiliates of TPG Global, LLC ("TPG" and, together with Apollo, the "Sponsors") exercised their basic subscription rights in full and purchased $457.8 million worth of CAC's Class A common stock at a price of $8.64 per whole share;

(iii)

CAC used the proceeds from the exercise of the basic subscription rights in clause (ii) above to purchase 100% of the voting units of CGP LLC;

(iv)

CGP LLC subsequently used $360.0 million of the proceeds received from CAC in clause (iii) above to purchase from Caesars Entertainment Operating Company, Inc. ("CEOC"), a majority-owned subsidiary of Caesars Entertainment (we refer to the following assets as the "Purchased Assets"):

(v)

the equity interests of PHWLV, LLC ("PHWLV"), which holds the Planet Hollywood Resort & Casino in Las Vegas ("Planet Hollywood");

the equity interests of Caesars Baltimore Investment Company, LLC (the "Maryland Joint Venture"), the entity that indirectly holds interests in the owner of the Horseshoe Baltimore Casino ("Horseshoe Baltimore") in Maryland, a licensed casino that opened in August 2014; and

a 50% interest in the management fee revenues of PHW Manager, LLC ("PHW Manager"), which manages Planet Hollywood, and Caesars Baltimore Management Company LLC, which manages Horseshoe Baltimore.

Caesars Entertainment contributed all of the shares of Caesars Interactive Entertainment, Inc.'s ("Caesars Interactive," "Interactive Entertainment" or "CIE") outstanding common stock held by a subsidiary of Caesars Entertainment and approximately $1.1 billion in aggregate principal amount of senior notes held by a subsidiary of Caesars Entertainment (the "CEOC Notes" and, together with the shares of CIE, the "Contributed Assets") to CGP LLC, in exchange for all of CGP LLC's non-voting units.

Prior to the consummation of the Transactions, Planet Hollywood was owned by PHW Las Vegas, LLC ("PHW Las Vegas"). On October 21, 2013 , in connection with and prior to the closing of the Transactions, PHW Las Vegas contributed and assigned to PHWLV, a wholly-owned subsidiary of PHW Las Vegas, and PHWLV accepted and assumed from PHW Las Vegas, all of the assets and liabilities of PHW Las Vegas, including Planet Hollywood. The closing of the Rights Offering for subscription rights not previously exercised by the Sponsors, and for any over-subscription privileges including over-subscription privileges exercised by the Sponsors, occurred on November 18, 2013 and CAC distributed a total of 135,771,882 shares of Class A common stock to the holders of subscription rights who validly exercised their subscription rights and paid the subscription price in full. CAC received aggregate gross proceeds from the Rights Offering of approximately $1,173.1 million . Effective November 19, 2013, our common stock trades on the NASDAQ Global Select Market ("NASDAQ") under the symbol "CACQ." Pursuant to the terms of the CGP Operating Agreement, in conjunction with CGP LLC's acquisition of CIE from Caesars Entertainment, CGP LLC is obligated to issue additional non-voting membership units to Caesars Entertainment to the extent that the earnings from a specified portion of CIE's social and mobile games business exceeds a pre-determined threshold amount in 2015. The estimated fair value of the contingently issuable non-voting membership units was $228.0 million at 3

December 31, 2015. CGP LLC believes that it will issue approximately 31.9 million Class B non-voting units pursuant to the terms of the Transactions, although the final number of units to be issued is subject to the agreement of both CAC and CEC. CAC serves as CGP LLC's managing member and sole holder of all of its outstanding voting units. CAC's primary asset is its membership interest in CGP LLC and does not have any operations other than through its interest in CGP LLC. Certain subsidiaries of Caesars Entertainment hold all of CGP LLC's outstanding non-voting units. Asset Purchase Transactions JCC Holding Company II, LLC and its subsidiaries (collectively known as "Harrah's New Orleans"), 3535 LV Corp. (formerly known as "The Quad" and recently rebranded as "The LINQ Hotel & Casino"), indirect subsidiaries of Parball Corporation (collectively known as "Bally's Las Vegas") and Corner Investment Company, LLC and its subsidiaries, (collectively known as "The Cromwell") were direct wholly-owned subsidiaries of CEOC. On May 5, 2014, Caesars Growth Properties Holdings, LLC ("CGPH"), an indirect, wholly-owned subsidiary of CGP LLC, acquired through one or more subsidiaries (i) The Cromwell, The LINQ Hotel & Casino, and Bally's Las Vegas, (ii) 50% of the ongoing management fees and any termination fees payable under the property management agreements entered between a Property Manager (as defined) and the owners of each of these properties, and (iii) certain intellectual property that is specific to each of these properties (collectively referred to as the "First Closing" or "Acquired Properties Transaction"). On May 5, 2014, CGP LLC contributed the equity interests of PHWLV and a 50% interest in the management fee revenues of PHW Manager, LLC to CGPH. On May 20, 2014, CGPH through one or more subsidiaries acquired (i) Harrah's New Orleans, (ii) 50% of the ongoing management fees and any termination fees payable under the Louisiana property management agreement entered between a Property Manager and the owners of Harrah's New Orleans and (iii) certain intellectual property that is specific to Harrah's New Orleans (the "Second Closing" or "Harrah's Transaction"). In connection with the Acquired Properties Transaction and the Harrah's Transaction (collectively, the "Asset Purchase Transactions"), CGPH and Caesars Growth Properties Finance, Inc. ("Finance" and each an "Issuer" and together, the "Issuers"), issued $675.0 million aggregate principal amount of 9.375% second-priority senior secured notes due 2022 (the "2022 Notes"). On May 8, 2014, CGPH closed on $1.175 billion of term loans (the "CGPH Term Loan") and a $150.0 million revolving credit facility pursuant to a credit agreement. Proposed Merger of CAC with CEC On December 21, 2014, the Company and CEC entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, among other things, CAC will merge with and into CEC, with CEC as the surviving company (the "Proposed Merger"). Pursuant to the terms of the Merger Agreement, and subject to the overall restructuring of CEOC, regulatory approval and other closing conditions, upon consummation of the Proposed Merger, each share of class A common stock, par value $0.001 per share, of CAC ("CAC Common Stock") issued and outstanding immediately prior to the effective time of the Proposed Merger will be converted into, and become exchangeable for, that number of shares of CEC common stock, par value $0.01 per share ("CEC Common Stock"), equal to 0.664 (the "Exchange Ratio"), provided that during the Adjustment Period (as described below), the Special Committee of CAC's Board of Directors (the "CAC Special Committee") and the Special Committee of CEC's Board of Directors (the "CEC Special Committee"), each composed solely of independent directors, will determine if there should be an adjustment to the Exchange Ratio and the amount of any such adjustment, taking into consideration all relevant facts and circ*mstances affecting the intrinsic value of CAC and CEC. The Adjustment Period is the 14 day period beginning on the later of (i) the date that the CEOC restructuring plan is confirmed and (ii) the date that both CAC and CEC confirm that their respective independent financial advisors have received all information as may be reasonably necessary or advisable in order to render a fairness opinion concerning the Exchange Ratio. If at the end of the Adjustment Period, the CAC Special Committee and the CEC Special Committee have not agreed to an adjustment to the Exchange Ratio, there will not be an adjustment to the Exchange Ratio. Within five business days following the end of the Adjustment Period, either CAC or CEC may terminate the Merger Agreement if (a) the CAC Special Committee and the CEC Special Committee cannot agree on an Exchange Ratio adjustment and a failure to terminate the Merger Agreement would be inconsistent with their respective directors' fiduciary duties or (b) the CAC Special Committee or the CEC Special Committee, as applicable, has not received an opinion of its respective financial advisor that the Exchange Ratio (as adjusted, if applicable) is fair, from a financial point of view to CAC and its public stockholders or CEC, as applicable. Under the Merger Agreement, either party may terminate the Merger Agreement if the merger has not been completed by the close of business on August 6, 2016. Under the Merger Agreement, CEC has agreed to use reasonable best efforts to (i) cause the implementation of the restructuring of certain of CEC's subsidiaries as contemplated by that certain Restructuring Support and Forbearance Agreement, dated as of December 19, 2014, among CEOC, CEC, LeverageSource III (H Holdings), L.P., LeverageSource V, L.P. and each of the holders of first lien bond claims party thereto (the "Restructuring Support Agreement") and (ii) consult with CAC regarding 4

certain additional actions in connection with the bankruptcy filing contemplated by the Restructuring Support Agreement if CEC determines, in its reasonable discretion, that such additional actions could reasonably be expected to be materially adverse to CAC. Caesars Growth Partners, LLC CAC's primary asset is its interest in CGP LLC. For accounting purposes, the historical financial statements of the businesses and assets contributed to or acquired by CGP LLC for the periods prior to the Transactions are considered the predecessor to CAC. CGP LLC is a casino asset and entertainment company focused on acquiring and developing a portfolio of high-growth operating assets and equity and debt investments in the gaming and interactive entertainment industries. Subsidiaries of Caesars Entertainment own all of the outstanding non-voting units of CGP LLC and are the majority economic owners of CGP LLC, and therefore have a large stake in CGP LLC's financial performance and growth potential. Through its relationship with Caesars Entertainment, CGP LLC has the ability to access Caesars Entertainment's proven management expertise, brand equity, Total Rewards loyalty program and structural synergies. CGP LLC is focused on developing assets with strong value creation potential and leveraging interactive technology with well-known online brands. CGP LLC's Interactive Entertainment business consists of three operating units: social and mobile games, the World Series of Poker and regulated online real money gaming. CGP LLC's Casino Properties and Developments include Planet Hollywood, The LINQ Hotel & Casino, Bally's Las Vegas, The Cromwell, Horseshoe Baltimore, Harrah's New Orleans, and a 50% interest in the management fee paid in connection with the management agreements for each of these properties. When we consider new investment and acquisition opportunities, except for any expansion, add-on or additional investment in respect of any existing gaming property of CGP LLC or its subsidiaries, or except for any potential future investment or acquisition by CIE, we are required to submit them to Caesars Entertainment. A committee of the board of directors of Caesars Entertainment comprised of disinterested directors will make the determination on behalf of Caesars Entertainment to (1) pursue any potential projects itself or (2) decline the project for itself, after which CGP LLC may elect or decline to pursue the project. Although not required, we anticipate that any future investment and acquisition opportunities undertaken by CGP LLC will be managed by Caesars Entertainment and its subsidiaries. The amended and restated limited liability company agreement of CGP LLC (the "CGP Operating Agreement") includes a framework with respect to the structuring of compensation related to future projects between Caesars Entertainment and CGP LLC. In the event Caesars Entertainment declines an opportunity and CGP LLC undertakes the opportunity, CGP LLC is expected to retain a 50% interest in the management fee to be received by Caesars Entertainment, unless otherwise agreed, and CGP LLC will acquire 100% of the new investment opportunity. Caesars Enterprise Services, LLC ("CES"), a services joint venture among Caesars Entertainment Operating Company, Inc., Caesars Entertainment Resort Properties, LLC ("CERP"), a subsidiary of Caesars Entertainment, and the Company, (together the "Members" and each a "Member") manages CGP LLC's properties and provides CGP LLC with access to Caesars Entertainment's management expertise, intellectual property, back office services and Total Rewards loyalty program. CES also employs personnel under each property's corresponding property management agreement. CES manages certain enterprise assets which include all intellectual property currently used, or contemplated to be used, in connection with the properties owned by CEOC, CERP and CGP LLC and their respective affiliates, including any and all intellectual property related to the Total Rewards® program. CES also manages other assets it owns, licenses or controls, and employs certain of the corresponding employees and other employees who previously provided services to CEOC, CERP and CGP LLC, their affiliates and their respective properties and systems under each property's corresponding property management agreement. Operating expenses are allocated to each Member with respect to their respective properties serviced by CES in accordance with historical allocation methodologies, subject to annual revisions and certain prefunding requirements. Corporate expenses that are not allocated to the properties directly are allocated by CES to CEOC, CERP, and CGPH according to their allocation percentages (initially 70.0% , 24.6% and 5.4% , respectively), subject to annual review. As a result of an annual review undertaken in September 2015 but effective July 2015, the allocation percentages were revised to 65.4% , 21.8% and 12.8% , respectively. CGPH has notified CES, CEOC and CERP that it objects to the new expense allocation but will pay the revised expense allocations under protest and reserves all rights. On October 1, 2014, CES began operations in Nevada, Louisiana and certain other jurisdictions in which regulatory approval had been received or was not required, including through the commencement of direct employment by CES of certain designated enterprise-wide employees. On May 20, 2014, the Members entered into an Omnibus License and Enterprise Services Agreement (the "Omnibus Agreement"), which granted licenses to the Members and certain of their affiliates in connection with the formation of CES. Pursuant to the Omnibus Agreement, CGP LLC has access to Caesars Entertainment's leading brand portfolio and management expertise and expects to benefit from its corporate scale, which CGP LLC anticipates will provide a competitive advantage in the operation of CGP LLC's properties. CGP LLC also benefits from management agreements that CGP LLC entered into with 5

management company subsidiaries of Caesars Entertainment, which were subsequently assigned to CES. Caesars Entertainment is the world's most diversified casinoentertainment provider and the most geographically diverse U.S. casino entertainment company. CGP LLC also participates in Caesars Entertainment's industry-leading customer loyalty program, Total Rewards. CGP LLC uses the Total Rewards system to market promotions and to generate customer play within CGP LLC's properties. Interactive Entertainment CGP LLC owns approximately 84.4% of CIE as of December 31, 2015 , not giving effect to outstanding options, warrants, and restricted stock units. Details of CIE's three operating units follow below. Social and Mobile Games . CIE has become one of the world's leading interactive social and mobile game providers. CIE's current portfolio of games includes Slotomania , which was a top 20 grossing game on the Facebook, Apple Inc. ("Apple") iOS, and Google Inc. ("Google") Android platforms as of December 31, 2015 as well as the Caesars Casino game. In December 2012, CIE acquired substantially all of the assets of Buffalo Studios LLC ("Buffalo Studios"), including the application Bingo Blitz . In May 2013, CIE acquired the World Series of Poker social and mobile game assets and intellectual property from Electronic Arts Inc. ("EA") and re-launched the game in December 2013. CIE had previously licensed the rights to the brand to EA. Additionally, in February 2014, CIE acquired substantially all of the assets of Pacific Interactive UK Limited ("Pacific Interactive"), creator and owner of the application House of Fun Slots. Regulated Online Real Money Gaming. CIE has built a foundation for a regulated United States ("U.S.") online real money gaming business. CIE obtained a license in Nevada in December 2012 to operate online poker and launched WSOP.com in September 2013. A subsidiary of CIE applied for and received its internet gaming permit and launched online poker and online casino games in New Jersey in November 2013 under the WSOP, Caesars and Harrah's brands. CIE is actively participating in a U.S. lobbying effort for other states to follow Nevada, Delaware and New Jersey's lead. While online real money gaming has not been legalized at the Federal level, Nevada has approved interactive gaming regulations allowing for intrastate online poker, and Delaware and New Jersey have each passed online real money gaming laws for both poker and casino games. In February 2014, Nevada and Delaware leaders signed the Multi-State Internet Gaming Agreement establishing a legal framework for the first authorized interstate Internet gambling, which launched in March 2015. The World Series of Poker . The WSOP, which was founded in 1970, is the world's largest annual poker event and organizer of the most-attended regional poker tour. The flagship WSOP tournament series in Las Vegas had 103,512 entries, an event record, and awarded over $210 million in prize money in 2015 . The 2015-16 WSOP Circuit is expected to include 19 scheduled stops at casinos throughout North America and six international stops. Since 2007, the WSOP has staged at least one international event series per year in venues including London, Cannes and Melbourne. The WSOP benefits from a television programming rights agreement with ESPN through 2017 and sponsorship agreements with a number of leading brands. Products Social and Mobile Games CIE designs its portfolio of games to appeal to the interests of the broad group of people who like to play casino-themed social and mobile games. CIE's social games leverage the global connectivity and distribution of Facebook, other social networks, such as VKontakte, Mail.ru and Odnoklassniki.ru in Russia, as well as mobile platforms such as Apple's iOS and Google's Android. The social design of CIE's games is at the core of how players experience its games. CIE's games encourage players to quickly connect with their friends when they start a game and to build and enhance these relationships throughout the game experience. CIE's social and mobile games are free to play and attract a community of players that is demographically and geographically diverse. CIE analyzes the data generated by its players' game play and social interactions to guide the creation of new content and features. CIE uses this ongoing feedback to maintain compelling games and to enhance the player experience. CIE operates games as a live service and believes that the ongoing creation of fresh, high quality content, unique promotional elements, new product features and social connectivity of its games are the keys to its sustained success. While CIE's social and mobile games are free to play, they are designed to inspire and enable players to compete against their friends and the broader online community. Players can choose to pay to more quickly advance in CIE's games, and thereby unlock additional games or stages, by acquiring virtual goods through game play, receiving virtual goods as gifts from friends or purchasing virtual goods. Virtual goods are digital representations of real world goods, such as virtual coins in Slotomania, Bingo Blitz, House of Fun Slots , Caesars Casino and the World Series of Poker social and mobile game. We believe CIE's players' acquisition, gifting and purchase of virtual goods create social interaction that increases players' engagement with CIE's games and with each other. Consistent with CIE's business model, only a small portion of CIE's social and mobile game players pay for virtual goods. For 2015 , CIE had approximately 819 thousand average Monthly Unique Payers (as defined below) or 4.5% of the total number of average Monthly Unique Users (as defined below) on its social and mobile platforms during this period purchase 6

virtual goods. CIE's games compete with other well-known social and mobile games with similar business models, including Big Fish Casino and DoubleDown Casino. The sale of virtual goods constitutes CIE's primary source of revenue for its social and mobile games business. While it is expected that the number of unique paying players will continue to constitute a small portion of CIE's overall players as its business grows, CIE plans to increase content selection, introduce new game features and continue to evolve the loyalty programs in CIE's titles to increase the sales of virtual goods. Descriptions of some of CIE's leading games are provided below: Slotomania , CIE's free-to-play social slot-themed game was launched in December 2010 on Facebook. According to www.facebook.com/games , Slotomania was a top 20 grossing game as of December 31, 2015 . In addition to Facebook and Apple iOS, Slotomania is available via Google Android, Yahoo! Games, Windows 8, Amazon App Store, Slotomania.com , Spil Games, three Russian social networks and Yahoo! Japan. Slotomania is also available on Facebook in seven languages. House of Fun Slots , created by Pacific Interactive, acquired by CIE in February 2014, is among the leading social and mobile casino-themed games on Facebook, iOS, and Android platforms and is widely known for a diverse array of game content. Bingo Blitz, one of CIE's free-to-play social bingo-themed games launched in October 2010 on Facebook, invites players to win, buy, or acquire power ups, coins, and experience points to achieve bingos and complete virtual good collections. Players can choose from an array of bingo rooms styled in various themes including cities and countries from around the world, and compete both solo and in teams to unlock all of the collection items and bingo rooms. Caesars Casino , CIE's first branded free-to-play social casino-themed game, currently offers games based on classic slots, video slots, video poker, blackjack and roulette on Facebook. In the third quarter of 2013, the Caesars Casino application launched on mobile platforms, including the Apple iOS mobile platform, under the Caesars Slots brand. The Caesars Casino application is currently available on Apple iOS, Android, Amazon App Store and Windows 8. The World Series of Poker is a social and mobile poker game on Apple iOS, Google Android, Amazon and Facebook. CIE acquired the rights to this game from Electronic Arts as part of terminating its prior brand license agreement. CIE launched a new version of the game in December 2013 and continues to add features and functionality to this game. Regulated Online Real Money Gaming In Nevada, CIE received its operator's license in December 2012 and launched WSOP.com in September 2013. In November 2013, CIE launched three regulated online real money gaming websites in New Jersey that use and promote the Caesars, Harrah's and WSOP brands: CaesarsCasino.com , HarrahsCasino.com and WSOP.com . CIE's real money gaming software license agreements with 888 Atlantic Limited ("888") and NYX Gaming Group ("NYX"), underpin its operations and preparation for further legalized real money gaming in the United States. 888 provides front and back office services for CIE's U.S. poker offerings, allowing CIE to focus on its strengths in branding and marketing, including the online acquisition and retention of customers. CIE operates WSOP.com in Nevada and WSOP.com and HarrahsCasino.com in New Jersey on 888's platform, and operates CaesarsCasino.com in New Jersey on the NYX casino platform. The combination of these agreements provides CIE with two software alternatives and the ability to employ a multi-brand and multi-platform strategy. The World Series of Poker CIE markets the WSOP brand through three distinct avenues: live events, licensing and sponsorships. Live Events. The signature WSOP live event, the WSOP Las Vegas, was established in 1970 and has occurred annually at the Rio Hotel and Casino ("Rio") in Las Vegas for eleven consecutive years, with an arrangement for the tournament to stay at the Rio through 2017. The 46th annual WSOP Las Vegas event in 2015 drew 103,512 entries from 111 different countries to the 68 events at the Rio to compete in the official WSOP "Gold Bracelet" events. Since 2005, the WSOP Las Vegas has been complemented by a regular traveling tour of WSOP-branded poker tournaments running from August to May each year (the "WSOP Circuit Events") which culminates in a season-ending National Championship. For the 2014-15 season, the tour included 21 stops at casinos throughout North America. In the 2015-16 season, the WSOP tour will be linked globally for the first time, allowing qualifiers from the U.S. circuit to compete with those on the international circuit for the National Championship. The 2015-16 WSOP Circuit is expected to include 19 scheduled stops at casinos throughout North America and six international stops. CIE's current contract with ESPN provides that the WSOP Las Vegas will be carried on ESPN and ESPN2 through 2017, with at least 32 hours of original programming annually. CIE receives advertising air-time within all aired episodes on every ESPN platform. ESPN's coverage of this season's WSOP began in August 2015 and ran through November 2015 on both ESPN and ESPN2, concluding coverage with a three-day live final table format. 7

Since 2007, the WSOP has organized at least one international series per year under the WSOP Europe or WSOP Asia-Pacific brands. The 2015 WSOP Europe took place at Spielbank Casino in Berlin, Germany in October 2015 and was well-received and attended in its first time in Germany. The first two WSOP Asia-Pacific events were held in 2013 and 2014 in Melbourne, Australia. Licensing. CIE licenses the WSOP brand for consumer products, allowing CIE to expand its brand through mainstream channels. WSOP licensed products, from playing cards and poker chips to lifestyle apparel are sold at such retailers as Target and Lids. New Jersey runs a notable lottery offering in concert with WSOP brand and eight states have also sold WSOP branded instant-win lottery tickets since 2009. CIE also currently licenses the WSOP trademark to an affiliate of 888 for their use in 888's operation of WSOP.co.uk which is a regulated online real money gaming website in the UK primarily focused on poker. In addition, CIE currently licenses the Caesars trademark to Gamesys for their use in the operation of regulated online real money gaming websites, CaesarsCasino.co.uk and CaesarsBingo.co.uk , in the UK which primarily focus on casino and bingo related games, respectively. Sponsorships. CIE annually pursues promotional partnerships with a variety of brands. Event sponsors in 2015 included NJOY, Jostens, Black Clover, GPI and 888poker. These partnerships typically include both rights fees and marketing activities promoting the WSOP brand. 2014 was highlighted by a "Watch and Win" promotion distributed on more than 20 million packages of the Ruffles Brand of potato chips encouraging download of the WSOP social game and tune-in of the ESPN broadcast. CIE has the exclusive rights to sell camera-visible brand placements within its television and live Internet broadcast programming to third-party advertisers. Information Technology Social and Mobile Games The technology stack used to support CIE's social and mobile games platforms was designed to support its growth by having elasticity to adapt and conform to the varying demands and inherent changes in CIE's business. CIE's goal is to ensure that its technology infrastructure has full redundancy capability. The code base and logic that has been developed for CIE's games has been custom-built and deployed across its technology stack to ensure that the core components within each engine of its games are able to be easily repeated as CIE releases new games. One of the key features of how CIE develops its games is the ease of portability to a wide variety of social and mobile games networks and platforms. CIE's art development and graphic design teams use sophisticated graphics to ensure the players of its games have a high quality experience. Regulated Online Real Money Gaming 888 provides CIE with 888's online gaming platform in addition to a suite of back-office operational services such as customer service, technical support and epayments. Together with 888, CIE received regulatory certification in Nevada for the September 2013 launch of WSOP.com . 888 provides front and back office services for CIE's United States online real money poker offering for online real money casino under the Harrah's brand in New Jersey. A subsidiary of CIE and affiliates of NYX entered into a platform and services agreement pursuant to which NYX provides online casino platform services including developing, launching, maintaining and operating its software platforms, in New Jersey in exchange for a share of net gaming revenue for the Caesars Casino brand. Marketing We believe the Caesars portfolio of properties (including the CEOC properties) that operate under the Total Rewards program enable us to capture a larger share of our customers' entertainment spending when they travel among markets versus that of a standalone property, which is core to our cross-market strategy. We believe that our high concentration of properties in the center of the Las Vegas Strip generates increased revenues and enables us to capture more of our customers' gaming dollars than in markets where we have single properties competing individually against outside competition. We believe the Total Rewards program, in conjunction with this distribution system, allows us to capture a growing share of our customers' entertainment spending and compete more effectively. Members earn Reward Credits at all Caesars-affiliated properties in the United States and Canada for on-property entertainment expenses, including gaming, hotel, dining, and retail shopping. Members may also earn Reward Credits through the Total Rewards Visa credit card and can redeem Reward Credits with our many partners, including Starwood Hotels and Resorts and Norwegian Cruise Line. Total Rewards members can redeem Reward Credits for amenities or other items such as merchandise, gift cards, and travel. Total Rewards is structured in tiers (designated as Gold, Platinum, Diamond or Seven Stars), each with increasing member benefits and privileges. Members are also provided promotional offers and rewards based on their engagement with Caesars-affiliated properties, aspects of their casino gaming play, and their preferred spending choices outside of gaming. Member information is also used for marketing promotions, including direct mail campaigns, electronic mail, our website, mobile devices, social media, and interactive slot machines. 8

With respect to our Interactive Entertainment business, CIE has been able to build a large community of players through the sharing features provided by social networks, the ease of finding top applications in the various mobile "App Stores" and the social innovations of its games. Moreover, CIE leverages its expertise from the online gaming industry to drive significant traffic through, for example, working with marketing affiliates, purchasing traffic from 3 rd party media buyers and using banner exchanges. CIE is also committed to connecting with its players. CIE has fan pages, generally on Facebook, for each of CIE's games to connect with its players. CIE also uses traditional advertising activities such as online advertising spending with Facebook and the use of third-party media buyers. In Nevada and New Jersey, we believe the WSOP database of poker players and Total Rewards database of casino players will be important acquisition channels in addition to traditional techniques such as television and online advertising. CIE's WSOP events are primarily marketed through media features and news coverage. In addition, CIE's social and mobile games business has implemented a loyalty program, Playtika Rewards, that links all of CIE's social mobile games under one rewards umbrella so that loyalty status will be transferable across game titles and in-game benefits can be leveraged by customers across different games. Casino Properties and Developments Details of CGP LLC's casino properties as of December 31, 2015 are shown in the table below. Location

Casino Space– Sq. Ft. (1)

Slot Machines (1)

Table Games (1)

Hotel Rooms & Suites (1)

Planet Hollywood Resort & Casino

Las Vegas, NV

64,500

1,090

110

2,500

The Cromwell

Las Vegas, NV

40,000

410

188

The LINQ Hotel & Casino (2)

Las Vegas, NV

62,200

780

2,250

Bally's Las Vegas

Las Vegas, NV

66,200

1,000

2,810

Harrah's New Orleans

New Orleans, LA

125,100

1,720

150

450

Horseshoe Baltimore

Baltimore, MD

122,000

2,200

180

—

Property

_________________________ (1) (2)

Approximate. Includes Strip-front property leased by an affiliate of Caesars Entertainment to The LINQ Hotel & Casino.

Planet Hollywood Resort & Casino Planet Hollywood, which was constructed in 2001 and renovated in 2007, is a casino resort located on the Las Vegas Strip in Las Vegas, Nevada. Planet Hollywood targets a growing younger demographic segment that values the offerings of non-gaming entertainment that complements the casino's gaming activities. Planet Hollywood benefits from its prime location on a 35 -acre site on the east side of the Las Vegas Strip. Planet Hollywood includes a 2,500 -room hotel, which offers deluxe guestrooms and suites and a 64,500 square foot casino featuring approximately 1,090 slot machines and 110 table games. The facility also has food and beverage outlets, an outdoor pool area and a spa that is leased to a third party. In addition, the facility adjoins to a retail mall, the Miracle Mile Shops, with retailers and restaurants, and a timeshare tower operated by Hilton Grand Vacations. The adjoining mall and timeshare tower, as well as the additional amenities featured at Planet Hollywood, stimulate additional traffic through the Planet Hollywood complex, including the casino and its amenities. Planet Hollywood also features over 80,000 square feet of convention, trade show and meeting facilities, including a main ballroom, pre-function space, breakout space in separate rooms and a theater which is owned by Planet Hollywood and has a booking and marketing relationship with Live Nation, the world's largest concert promoter. This theater, called The AXIS, is used for award shows, live music events and is currently home to Britney Spears' show Britney: Piece of Me and Jennifer Lopez's show JENNIFER LOPEZ: ALL I HAVE . In addition, the property features a venue known as the Showroom, which is leased to BZ Clarity Theatrical-LV, LLC. The Cromwell The Cromwell underwent a $235 million renovation in 2014 to become a boutique "lifestyle" hotel and casino located at the heart of the Las Vegas Strip, offering a new, sophisticated Las Vegas experience that is intended to fill a gap in the market for an upscale, boutique "lifestyle" hotel. The Cromwell features 188 luxury hotel rooms, the GIADA restaurant opened by celebrity chef Giada De Laurentiis, a 40,000 square foot casino featuring approximately 410 slot machines and 50 table games, and a rooftop indoor/outdoor dayclub/nightclub and After hours club called Drai's, which was developed with nightclub operator Victor Drai. The LINQ Hotel & Casino The LINQ Hotel & Casino is located on the Las Vegas Strip next to The LINQ Promenade, an outdoor retail and dining area. The LINQ Hotel & Casino underwent a $90 million partial renovation in 2012 and a further $223 million renovation that 9

was completed in the first half of 2015 . The LINQ Hotel & Casino features approximately 2,250 rooms, a 62,200 square foot casino with approximately 780 slot machines and 70 table games, several bars and restaurants including the Hash House A Go Go and Guy Fieri's first Las Vegas restaurant, distinctive entertainment offerings including Divas Las Vegas and Recycled Percussion, a pool deck offering two pools and a day club experience, a new spa and fitness center, and conference and meeting space. Bally's Las Vegas Bally's Las Vegas opened in 1973 and is located on the Las Vegas Strip. The property features approximately 2,810 rooms and suites, a 66,200 square foot casino featuring approximately 1,000 slot machines and 70 table games, eight restaurants, including BLT Steak restaurant that opened in 2014, an Olympic-sized pool, a spa and salon, and retail shopping. In December 2013, the property completed the renovation to its south hotel tower. The Grand Bazaar, which is not owned by the Company or its subsidiaries, opened to the public in the first half of 2015 in the space directly in front of Bally's Las Vegas. Entertainment offerings include: Tony N' Tina's Wedding, LA Comedy Club and The Rocky Horror Picture Show . Bally's Las Vegas benefits from its large convention business, which it shares with Paris Las Vegas, and strong customer loyalty cultivated over more than 30 years . Bally's Las Vegas, having approximately 167,500 square feet of conference and meeting space, combined with Paris Las Vegas, having approximately 117,000 square feet of conference and meeting space, is the largest conference and meeting facility within Caesars Entertainment's network of properties. Harrah's New Orleans Harrah's New Orleans opened in 1999 and was fully renovated in 2006. The property is a French-themed resort and casino in the popular destination market of New Orleans, Louisiana. The property features approximately 450 rooms and suites, a 125,100 square foot casino featuring approximately 1,720 slot machines and 150 table games, restaurants and bars (including the popular Ruth's Chris Steakhouse, Besh Steak and Acme Oyster House), as well as the Masquerade nightclub. In addition, the Fulton Street Promenade, a pedestrian promenade featuring dining and outdoor concerts, lies just outside Harrah's New Orleans and is available for outdoor functions. Horseshoe Baltimore In July 2012, a consortium led by Caesars Entertainment was awarded the license to operate a casino in downtown Baltimore. In October 2012, Caesars Entertainment entered into definitive agreements with its partners to form a joint venture to build Horseshoe Baltimore which opened in August 2014. Offering world-class gaming amenities, the 122,000 square foot casino offers approximately 2,200 slot machines, 180 table games and a WSOP-branded poker room. The entertainment complex features a variety of nightlife options such as 14Forty, a 24 hour multi-level entertainment venue, and signature restaurants from celebrity chefs. CEOC Notes At December 31, 2013, CGP LLC owned $1.1 billion of aggregate principal amount of the CEOC Notes. On May 5, 2014, CGP LLC entered into a Note Purchase Agreement (the "Note Purchase Agreement") by and among CEOC, CGP LLC and Caesars Growth Bonds, LLC ("CG Bonds"), a wholly owned subsidiary of CGP LLC. Pursuant to the Note Purchase Agreement, CGP LLC agreed to sell to CEOC the $427.3 million principal amount of 5.625% senior notes of CEOC due 2015 (the "2015 Notes") owned by CG Bonds at a price equal to $1,048.75 per $1,000 principal amount representing fair market value. On July 29, 2014, CGP LLC received approximately $451.9 million of consideration (including $3.8 million for interest) as part of the closing of the Note Purchase Agreement. On August 6, 2014, CGP LLC effectuated a distribution of 100% of its remaining CEOC Notes as a dividend to its members, pro rata based upon each member's ownership percentage in CGP LLC (the "Notes Distribution"). CAC, as a member of CGP LLC and the holder of 42.4% of the economic interests in CGP LLC at the time of distribution, received in connection with the Notes Distribution $137.5 million in aggregate principal amount of the 6.50% Senior Notes and $151.4 million in aggregate principal amount of the 5.75% Senior Notes. Intellectual Property The development of Intellectual Property ("IP") is part of CIE's overall business strategy, and we regard our IP to be an important element of our success. While the CIE business as a whole is not substantially dependent on any one patent or combination of patents or other intellectual property, we seek to establish and maintain our proprietary rights in our business operations and technology through the use of patents, copyrights, trademarks, and trade secret laws. CIE files applications for patents, copyrights, and trademarks in the United States and in foreign countries where we believe filing for such protection is appropriate. We also seek to maintain our trade secrets and confidential information by nondisclosure policies and through the use of appropriate confidentiality agreements. 10

CIE's IP includes the WSOP , Slotomania , Playtika, Bingo Blitz, and House of Fun brands and associated trademarks, copyrights, logos, software code, audio-visual elements, graphics, original music, story lines, interfaces, technology and trade secrets that CIE uses to develop and offer games on multiple platforms. CIE seeks to establish and maintain its proprietary rights in its business operations and technology through the use of copyrights, trademarks, trade secrets and other IP rights. CIE also seeks to maintain its trade secrets and confidential information by nondisclosure policies and through the use of appropriate confidentiality agreements. CIE, either directly or indirectly through its subsidiaries, owns 244 trademarks as of December 31, 2015 registered with the U.S. Patent and Trademark Office, including the World Series of Poker , WSOP , Slotomania , Playtika and Bingo Blitz trademarks, for a variety of goods and services. CIE also owns one or more registered trademarks in many jurisdictions globally, including the World Series of Poker , WSOP, World Series of Poker Europe , Slotomania and Playtika trademarks. CIE has additional applications pending in the U.S. and certain foreign countries and is continually adding new filings as it deems appropriate. CIE has not applied for patents or the registration of all of its copyrights or trademarks, as the case may be, and may not be successful in obtaining the patents, copyrights and trademarks for which it has applied. Despite efforts to protect its proprietary rights, parties may infringe CIE's patents and use information that it regards as proprietary and its rights may be invalidated or unenforceable. PHW Las Vegas is party to a licensing agreement with Planet Hollywood Resorts International, LLC and Planet Hollywood Memorabilia, Inc. (together, the "PH Licensors"), which are affiliates of Robert Earl, the original founder of the Planet Hollywood brand. The licensing agreement grants to PHW Las Vegas rights to use certain trademarks, domain names and intellectual property and to display and exhibit certain memorabilia owned by the PH Licensors. The initial term of the agreement runs through 2045 and the parties may by mutual agreement extend the term for two successive terms of ten years each. The license agreement was assigned by PHW Las Vegas to PHWLV as described above, and Planet Hollywood Resorts International, LLC assigned the license agreement to PHRC License, LLC in 2014. Subsidiaries of CGP LLC own certain intellectual property used in their properties. In addition, CAC and CGP LLC are parties to a management services agreement with CEOC in which, among other terms, CAC, CGP LLC and their subsidiaries are granted rights to use the Caesars trademark for corporate identification purposes. The term of the agreement is until such time as CAC and CGP LLC elect to terminate the agreement, upon mutual written consent of the parties, upon consummation of either the call right or the liquidation right, or at the election of the non-defaulting party upon the occurrence of an uncured default. The management services agreement was assumed by Caesars Enterprise Services, LLC in 2014. CES granted to the properties owned or controlled by the Members, and their respective affiliates, non-exclusive licenses to all intellectual property owned or used by such licensors, including all intellectual property (a) currently used, or contemplated to be used, in connection with the properties owned by the Members and their respective affiliates, including any and all intellectual property related to the Total Rewards program, and (b) necessary for the provision of services contemplated by the Omnibus License and Enterprise Services Agreement and by the applicable management agreement for any such property. In addition, CES granted to the Harrah's New Orleans and Bally's Las Vegas managed facilities, an exclusive (subject to geographic restrictions) license in and to the "Harrah's" and "Bally's" names. CES granted to CEOC, Caesars License Company, LLC ("CLC"), Caesars World, Inc. ("CWI"), CGPH and the properties owned or controlled by the Members, including us, licenses to any intellectual property that CES develops or acquires in the future that is not a derivative of the intellectual property licensed to it. CES also granted to CEOC, CLC, CWI and CGPH a non-exclusive license to intellectual property specific to the properties controlled by CGPH, Caesars Entertainment Resort Properties, LLC and their subsidiaries for any uses consistent with the uses made by CEOC, CLC, CWI and CGPH with respect to such intellectual property prior to the date of the Omnibus Agreement. Competition Interactive Entertainment The social and mobile games industry is intensely competitive and rapidly evolving. Moreover, the casino-themed game segment has become one of the most competitive social and mobile games sectors due to the attractive underlying qualities of the segment, including, among others, high Average Revenue per User (as defined below), familiar game mechanics and longer than average game life spans. Specifically, CIE competes for the leisure time, attention and discretionary spending of its players with other social and mobile games developers on the basis of a number of factors, including, among others, the quality of player experience, brand awareness, reputation and access to distribution channels. We believe CIE competes favorably in all of these areas. However, other developers of social and mobile games could develop more compelling content that competes with CIE's games and adversely affect CIE's ability to attract and retain players and their entertainment time. These competitors, including companies about whom CIE may not be currently aware, may take advantage of social networks, access to a large user base and their network effects to grow rapidly. Additionally, several of CIE's 11

competitors in the social and mobile casino-themed game space are owned by gambling suppliers and manufacturers with a large portfolio of game themes acquired over decades, while CIE creates most of its game themes. CIE's competitors include game developers for social and mobile networks, regulated online gaming companies that operate in the U.S., poker tournament creators and other forms of casino, and media entertainment. Casino Properties and Developments The casino entertainment business is highly competitive and characterized by competitors that vary considerably by their size, quality of facilities, number of operations, brand identities, marketing and growth strategies, financial strength and capabilities, level of amenities, management talent, and geographic diversity. In most markets, including Las Vegas, we compete directly with other casino facilities operating in the immediate and surrounding market areas. In recent years, many casino operators, including CGP LLC, have been reinvesting in existing markets to attract new customers or to gain market share, and as a result competition in existing markets has intensified, especially in regional markets. Many casino operators, including CGP LLC, have invested in expanding existing facilities, developing new facilities, and acquiring established facilities in existing markets. The expansion of existing casino entertainment properties, the increase in the number of properties, and the aggressive marketing strategies of many of CGP LLC's competitors has increased competition in many markets in which CGP LLC competes, and CGP LLC expects this intense competition to continue. The Las Vegas and Louisiana hotel/casino industries are highly competitive. Hotels on the Las Vegas Strip compete with other hotels on and off the Las Vegas Strip, including hotels in downtown Las Vegas, and hotels in Louisiana compete with other hotels in Louisiana and on the Gulf Coast. In addition, several large projects in Las Vegas are currently expected to open in the near future or have recently opened. For example, SLS Las Vegas opened in August 2014, the Genting Group has announced plans to develop a casino and hotel called Resorts World Las Vegas which is expected to open in 2018 and construction is anticipated to begin for Alon Las Vegas on the northern end of the Las Vegas Strip. Also, in response to changing trends, Las Vegas operators have been focused on expanding their non-gaming offerings, including upgrades to hotel rooms, new food and beverage offerings, and new entertainment offerings. MGM has announced plans for The Park, which includes a new retail and dining development on the land between New York-New York and Monte Carlo, a renovation of the Strip-front facades of both resorts and a new 20,000 seat indoor arena for sporting events and concerts operated by AEG. Construction of The Park and the arena is expected to be complete in April 2016. There have also been proposals for other large scale non-gaming development projects in Las Vegas by various other developers, however, there are no details as to when or if these projects will be completed. CGP LLC's Las Vegas Strip hotels and casinos also compete, in part, with each other and other Caesars Entertainment resorts. CGP LLC's Nevada properties also compete with casinos located on Native American tribal lands. The proliferation of gaming in California and other areas located in the same region as CGP LLC's Nevada properties could have an adverse effect on CGP LLC's Nevada properties' financial condition and results of operations. CGP LLC's properties also compete with other hotel/casino facilities in Nevada, Louisiana and Maryland, hotel/casino and other resort facilities elsewhere in the country and other forms of gaming on both a local and national level, including state lotteries, on-and off-track wagering and card parlors. In addition, certain states recently have legalized, and others may legalize, casino gaming in specific areas. The continued proliferation of gaming venues could have a significant and adverse effect on CGP LLC's businesses. In particular, the legalization of casino gaming in or near the major metropolitan areas from which CGP LLC's properties traditionally attract customers could have a material adverse effect on CGP LLC's businesses. In addition, while CGP LLC does not believe it to be the case, some have suggested that internet gaming could create additional competition for CGP LLC and could adversely affect CGP LLC's brick and mortar operations. CGP LLC believes that internet gaming complements brick and mortar operations. CGP LLC also competes with other non-gaming resorts and vacation areas, with various other entertainment businesses, and with other forms of gaming, such as lotteries. Seasonality We believe that CIE's business is subject to some degree of seasonality based on the playing habits of CIE's players. While the growth in CIE's business to date has largely muted the impact seasonal fluctuations have on its business, as the growth of CIE's business stabilizes, it may be that seasonal fluctuations become more evident across CIE's business. We believe that business at CGP LLC's properties is subject to seasonality based on the weather in the markets in which they operate, and the travel habits of visitors. For instance, visitation is lowest during the winter months; however, volume of business generated by our Las Vegas properties is generally lower during the summer months. Business in CGP LLC's properties can also fluctuate from time to time due to specific events, such as Chinese New Year, the World Series of Poker tournament (with respect to CGP LLC's Las Vegas Properties), city-wide conventions, Mardi Gras (with respect to Harrah's New Orleans), a sporting event (including, with respect to Harrah's New Orleans, a Super Bowl or a NCAA Final Four Championship) or a concert, or visits by our premium players. Seasonality may cause CGP LLC's working capital cash flow requirements to vary from quarter to quarter depending on the variability in the volume and timing of sales. 12

These factors, among other things, make forecasting more difficult and may adversely affect CGP LLC's ability to manage working capital and to predict financial results accurately, which could adversely affect the market price of our Class A common stock. Employees As of December 31, 2015 , CAC did not have any employees. At December 31, 2015 , CIE had approximately 1,300 employees, of whom approximately 1,000 were involved in research and product development, located throughout the United States, Israel, Canada, Romania, Argentina, Ukraine and Belarus. The employees that work at CGP LLC's casino properties are employees of the respective property where they work. CGP LLC's casino properties had approximately 11,300 employees. Approximately 4,800 employees are covered by a collective bargaining agreement. Governmental Regulation The gaming industry is highly regulated, and we must maintain our licenses and pay gaming taxes to continue our operations. Our gaming facilities and online real money platforms are subject to extensive regulation under the laws, rules, and regulations of the jurisdiction in which the gaming facility is located and the online real money platform operates. These laws, rules, and regulations generally concern the responsibility, financial stability, and character of the owners, managers, and persons with financial interests in the gaming operations. Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions. A more detailed description of the regulations to which we are subject is contained in Exhibit 99.2 to this Form 10‑K. Our businesses are subject to various foreign, federal, state, and local laws and regulations, in addition to gaming regulations. These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, smoking, environmental matters, employees, currency transactions, taxation, zoning and building codes, construction, land use, and marketing and advertising. We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering regulations. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our operating results. See Item 1A. Risk Factors for additional discussion. Available Information Our Internet address is www.caesarsacquisitioncompany.com . We make available free of charge, on or through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the "SEC"). We also make available through our website all filings of our executive officers and directors on Forms 3, 4, and 5 under Section 16 of the Exchange Act. These filings are also available on the SEC's website at www.sec.gov . Our Code of Business Conduct and Ethics is available on our website under the "Investor Relations" link. We will provide a copy of these documents without charge to any person upon receipt of a written request addressed to Caesars Acquisition Company, Attn: Corporate Secretary, One Caesars Palace Drive, Las Vegas, Nevada 89109. Reference in this document to our website address does not constitute incorporation by reference of the information contained on the website. 13

Item 1A. Risk Factors Risks Related to the Pending Acquisition of the Company by Caesars Entertainment We may not be able to consummate our recently announced acquisition by CEC in the anticipated timeframe, or at all. As previously announced, on December 21, 2014, we entered into the Merger Agreement with CEC, pursuant to which, subject to satisfaction or waiver of certain conditions, CAC will merge with and into CEC, with CEC as the surviving company. There are a number of risks and uncertainties associated with the consummation of the Proposed Merger with CEC, and completion of the Proposed Merger is contingent upon customary closing conditions, including approval of the Merger Agreement by our stockholders as well as CEC's stockholders and receipt of certain regulatory approvals. In addition to obtaining the stockholder approvals, consummation of the Proposed Merger is also subject to other conditions, including the CEOC restructuring plan having been confirmed by the bankruptcy court and minimum cash conditions for CGP LLC, as well as CEC and CERP. Failure to obtain the required approvals within the expected time frame, or having to make significant changes to the structure, terms, or conditions of the Proposed Merger to obtain such approvals, may result in a material delay in, or the abandonment of, the Proposed Merger. There can be no assurance that these conditions of the Proposed Merger will be satisfied, and if satisfied, when they will be satisfied. In no event will the Proposed Merger be completed later than August 6, 2016, unless CAC and CEC otherwise agree. Even if the CEOC restructuring plan is confirmed, under certain circ*mstances the Exchange Ratio may be adjusted or the Merger Agreement may be terminated. Additionally, CEC is subject to litigation which if decided adversely may increase the risk the conditions to consummation of the Proposed Merger are not satisfied. As further discussed in the section entitled "Legal Proceedings - CEOC Bondholder Litigation," on July 22, 2015, the bankruptcy judge presiding over the CEOC bankruptcy denied CEOC's request to stay certain litigation against CEC including the Delaware Second Lien Lawsuit, the New York First Lien Lawsuit, the New York Second Lien Lawsuit and the Senior Unsecured Lawsuits and, following multiple appeals, on December 23, 2015, a panel of the Seventh Circuit Court of Appeals vacated the bankruptcy court's denial of CEOC's requested stay and remanded the issue to the bankruptcy court for further consideration. On January 11, 2015, CEOC petitioned the Seventh Circuit to rehear the appeal. Accordingly, it is presently unclear whether those lawsuits will proceed, but if they do, they may generate rulings at any time. Adverse rulings may result in reinstatement of the CEC guarantee of certain CEOC debt which could increase the risk the conditions to consummation of the Proposed Merger are not satisfied. Additionally, the significant amounts CEC has agreed to pay in connection with CEOC's reorganization raises substantial doubt about CEC's ability to continue as a going concern. See risk factor below entitled “If a court were to find in favor of the claimants in the Noteholder Disputes, it would likely have a material adverse effect on CEC's business, financial condition, results of operations and cash flows and, absent an intervening event, a reorganization under Chapter 11 of the Bankruptcy Code would likely be necessary due to the limited resources available at CEC to resolve such matters. The significant amounts CEC has agreed to pay in connection with CEOC's reorganization raise substantial doubt about CEC's ability to continue as a going concern. In addition, CEC estimate that it will require additional sources of funding to meet the ongoing financial commitments of the CEC holding company for amounts other than committed to under the RSAs. We can therefore give you no assurance that the Proposed Merger will be consummated, in which case we would not realize the anticipated benefits of having completed the Proposed Merger, which may adversely affect us. The combined company will require significant liquidity to fund CEOC's emergence from Chapter 11 and to achieve successful integration and achieve targeted synergies post-closing. At emergence from Chapter 11, CEOC will be required to or may deem it advisable to settle in cash certain obligations (such as professional fees, certain accrued and unpaid interest and debt obligations) that matured during the Chapter 11 bankruptcy cases. Additionally, based on the reorganization plan that CEOC has proposed, if the Bankruptcy Court approves such plan, Caesars Entertainment will be required to (i) contribute over $400 million to pay a forbearance fee, for general corporate purposes and to fund sources and uses and (ii) purchase up to approximately $1.0 billion of new equity in the restructured CEOC and its subsidiaries. As a result of these payments and investments, Caesars Entertainment may have less cash available in future periods for investments and operating expenses and, as result, the confirmation of the CEOC reorganization plan and emergence of CEOC from bankruptcy may have a negative impact on the combined company and on its ability to sustain its operations. While the Proposed Merger with CEC is pending, we are subject to business uncertainties and contractual restrictions that could disrupt our business. We have experienced and, whether or not the pending Proposed Merger with CEC is completed, we may continue to experience disruption of our current plans and operations due to the pending Proposed Merger, which could have an adverse effect on our business and financial results. Our employees and other key personnel may have uncertainties about the effect of 14

the pending Proposed Merger, and those uncertainties may impact our ability to retain, recruit and hire key personnel while the Proposed Merger is pending or if it is not consummated. To date, we have incurred, and will continue to incur, significant costs, expenses and fees for professional services and other transaction costs in connection with the Proposed Merger with CEC, and these fees and costs are payable by us whether or not the Proposed Merger is consummated. Furthermore, we cannot predict how our suppliers and customers will view or react to the Proposed Merger, and some may be hesitant to do business with us in light of uncertainties about our ability to perform due to the proposed acquisition of us by CEC. If we are unable to reassure our customers and suppliers to continue transacting business with us, whether or not the Proposed Merger is consummated, our financial results may be adversely affected. Under the terms of the Merger Agreement, we are required to operate our business in the ordinary course, and we are also subject to certain restrictions on the conduct of our business prior to the consummation of the Proposed Merger without the consent of CEC, including, among other things, certain restrictions on our ability to enter new lines of business; make certain investments and acquisitions; sell, transfer, lease, dispose of or grant our assets; enter into certain contracts; incur indebtedness; and make certain capital expenditures. These restrictions, which could be in place for an extended period of time if the consummation of the Proposed Merger is delayed, could prevent us from pursuing otherwise attractive business opportunities, result in our inability to respond effectively to competitive pressures, industry developments and future opportunities and may otherwise harm our business, financial results and operations. In the event that the pending Proposed Merger with CEC is not completed, the trading price of our common stock and our future business and financial results may be negatively impacted. As noted above, the conditions to the completion of the Proposed Merger with CEC may not be satisfied, and even if the CEOC restructuring plan is confirmed, under certain circ*mstances the Exchange Ratio may be adjusted or the Merger Agreement may be terminated. If the Proposed Merger with CEC is not completed for any reason, we would still be liable for significant transaction costs and the focus of our management would have been diverted from seeking other potential opportunities without realizing any benefits of the completed Proposed Merger. If we do not complete the Proposed Merger, certain litigation against us will remain outstanding and not be released. If we do not complete the Proposed Merger, the price of our common stock may decline significantly from the current market price, which may reflect a market assumption that the Proposed Merger will be completed. If the Proposed Merger is not completed or we are not otherwise acquired, we may consider other strategic alternatives, which are subject to risks and uncertainties. If the Proposed Merger with CEC is not completed, our Board will review and consider various alternatives available to us, including, among others, continuing as a public company with no material changes to our business or capital structure or other alternative transactions. Any alternative transaction may involve various additional risks to our business, including, among others, distraction of our management team and associated expenses similar to those described above in connection with the Proposed Merger, our ability to consummate an alternative transaction, the valuation assigned to our business in the alternative transaction, our ability or a potential buyer's ability to access capital on acceptable terms or at all and other variables that may adversely affect our operations. We are subject to litigation initiated in connection with the Proposed Merger, which could be time consuming and divert the resources and the attention of management. CAC and the individual members of our Board of Directors have been named as defendants in certain lawsuits relating to the Merger Agreement and the Proposed Merger, and may be named in additional lawsuits relating to the Merger Agreement and the Proposed Merger. The lawsuit filed to date generally alleges that the directors breached their fiduciary duties by engaging in a flawed sales process, by approving an inadequate price, and by agreeing to provisions that would allegedly preclude another interested buyer from making a financially superior proposal to acquire the company. The defense of any such lawsuits, and any additional lawsuits relating to the Merger Agreement and the Proposed Merger, may be expensive and may divert management's attention and resources, which could adversely affect our business results of operations and financial condition. The Proposed Merger may be completed on terms different than those contained in the Merger Agreement. Prior to the completion of the Proposed Merger, the parties may, by their mutual agreement, amend or alter the terms of the Merger Agreement, including with respect to, among other things, the merger consideration to be received by our stockholders or any covenants or agreements with respect to the parties' respective operations pending completion of the Proposed Merger. In addition, either party may choose to waive certain requirements of the Merger Agreement, including some conditions to closing the Proposed Merger. Any such amendments, alterations or waivers may have negative consequences to the other parties or their respective stockholders, including the possibility that consideration paid in the Proposed Merger may be reduced. 15

Our stockholders cannot be certain of the date they will receive the merger consideration or of the aggregate value of the merger consideration they will receive. The date that our stockholders will receive the merger consideration depends on the completion date of the Proposed Merger, which is uncertain. In no event will the Proposed Merger be completed later than August 6, 2016 unless CAC and CEC otherwise agree. The date that the Proposed Merger becomes effective may be later than the date of the special meeting of our stockholders to approve the Proposed Merger, and at the time of our special meeting, our stockholders will not know the exact market value of the CEC Common Stock that they will receive upon completion of the Proposed Merger. The dollar value of the consideration received by our stockholders will depend upon the market value of CEC Common Stock at the effective time of the Proposed Merger, and such dollar value may be different from, and lower than, the dollar value of the merger consideration today or the date of the special meeting of our stockholders to approve the Proposed Merger. Furthermore, the Exchange Ratio fixed in the Merger Agreement is subject to adjustment during the Adjustment Period and may be adjusted for changes in the market price of either CAC Common Stock or CEC Common Stock. Accordingly, any change in the price of CEC Common Stock prior to the Proposed Merger may affect the market value of the merger consideration that our stockholders will receive as a result of the Proposed Merger.

Risks Related to CGP LLC's Continued Dependence on Caesars Entertainment and CES CAC and CGP LLC (including CGPH) are dependent on CES, CEOC and its subsidiaries to provide corporate services, back-office support and business advisory services through the CGP LLC Management Services Agreement and the Omnibus Agreement. CAC and CGP LLC cannot operate without the services provided by subsidiaries of Caesars Entertainment and will be adversely affected if either the CGP LLC Management Services Agreement or Omnibus Agreement is terminated. CES, a services joint venture among CEOC, CERP, a subsidiary of CEC, and CGPH, (together the "CES Members" and each a "CES Member") manages our properties and provides us with access to Caesars Entertainment's management expertise, intellectual property, back office services and Total Rewards® loyalty program. Pursuant to the CGP LLC Management Services Agreement, CEOC and its subsidiaries provide certain corporate services, back-office support and business advisory services to CAC and CGP LLC, however, generally, the services that would otherwise be performed under the CGP LLC Management Services Agreement are now performed by CES pursuant to other arrangements. Additionally, pursuant to the Omnibus Agreement, CES provides corporate services and back-office support to CGPH. Moreover, CES provides management services to CGP LLC owned casinos. CAC and CGP LLC have a very short history of operating casinos and interactive entertainment. Therefore, the business and operations of CAC and CGP LLC are dependent on the services provided by Caesars Entertainment and its subsidiaries, and CAC and CGP LLC cannot operate without these services. If the quality of the services provided by Caesars Entertainment and its subsidiaries deteriorates, or if the terms under which Caesars Entertainment and its subsidiaries provide such services change in a manner that is adverse to CGP LLC, it could have a material adverse effect on CAC and CGP LLC's business, financial condition and operating results. In addition, if the CGP LLC Management Services Agreement or the Omnibus Agreement were to be terminated and not replaced, or if Caesars Entertainment or its subsidiaries were to suffer significant liquidity or operational difficulties, becoming incapable of providing support and management services (or unable to provide such services at agreed upon levels) to CAC or CGP LLC or cease operations altogether, CAC and/or CGP LLC would no longer have access to the operational support and management expertise provided by Caesars Entertainment and its subsidiaries and it could have a material adverse effect on CAC and CGP LLC's business, financial condition and operating results. The management of Caesars Entertainment has concluded that, due to the material uncertainty related to certain of the litigation proceedings against Caesars Entertainment, as more fully described in Item 3. Legal Proceedings — CEOC Bondholder Litigation, or Noteholder Disputes , there is substantial doubt about Caesars Entertainment's ability to continue as a going concern. Additionally, in March 2015, CEOC filed an adversary proceeding requesting the bankruptcy court to issue an order staying these cases as to all claims against all defendants. On July 22, 2015, the bankruptcy judge presiding over the CEOC bankruptcy denied CEOC's request to stay certain litigation against CEC including the Delaware Second Lien Lawsuit, the New York First Lien Lawsuit, the New York Second Lien Lawsuit and the Senior Unsecured Lawsuits. On December 23, 2015, a panel of the Seventh Circuit Court of Appeals vacated the bankruptcy court's denial of the requested stay and remanded the case to the bankruptcy court for further consideration. CEOC subsequently petitioned the Seventh Circuit to rehear the appeal. Accordingly, it is presently unclear whether these lawsuits will proceed. If Caesars Entertainment were unable to continue as a going concern, CERP and CEOC, as subsidiaries of Caesars Entertainment, could be unable to provide CES with their respective contributions to CES's operating funds and capital, which would also render CES incapable of providing us with the support and management services we require. In addition, if CES were to become a debtor in a bankruptcy case, it may seek bankruptcy court approval to assume the Omnibus Agreement or the management agreements under the Bankruptcy Code, to assign such agreements to a third party or to reject such agreements. See "Our operations depend on material contracts with third parties, including Caesars Entertainment, the continued enforcement of 16

which may be adversely impacted by a bankruptcy of Caesars Entertainment or CES." Any failure by CAC or CGP LLC to obtain the operational and management support of Caesars Entertainment and its subsidiaries, and particularly any failure by CGP LLC to obtain Caesars Entertainment's expertise in operating casinos or maintaining access to the Total Rewards loyalty program, would adversely affect CAC and/or CGP LLC's business, financial condition and operating results. We do not control CES, and the interests of our co-investors may not align with our interests. CEOC, CERP and CGPH are members of CES, and CGPH and its subsidiaries rely on CES to provide it with intellectual property licenses and property management services, among other services. Each member of CES is required to contribute as necessary to fund CES's operating costs and capital requirements in accordance with the terms of the operating agreement that governs CES. The amount CGPH will be required to fund in the future may be greater than its initial contribution, and will be subject to the review and approval of the CES steering committee. CGPH, CEOC and CERP control CES through its steering committee, which is comprised of one representative from each of CGPH, CEOC and CERP. In the event that CGPH interests do not align with those of CEOC or CERP, the interests of CEOC or CERP may be met before CGPH. In addition, certain decisions by CES may not be made without unanimous consent of the members, including CGPH. These actions include any decision with respect to liquidation or dissolution of CES, merger, consolidation or sale of all or substantially all the assets of CES, usage of CES assets in a manner inconsistent with the purposes of CES, material amendment to CES's operating agreement, admission of new investors to CES and filing of any bankruptcy or similar action by CES. Thus, any CES Member may block those actions requiring unanimous consent of the CES Members notwithstanding that such actions are in our interest. As a result of an annual review undertaken in September 2015 but effective July 2015, the allocation percentages of the CES members were revised to 65.4% , 21.8% and 12.8% , respectively. CGPH has notified CES, CEOC and CERP that it objects to the new expense allocation but will pay the revised expense allocations under protest and reserves all rights. CGP LLC is dependent on the expertise of Caesars Entertainment's and CES senior management, who may not be directly invested in CGP LLC's success, which may have an adverse effect on CGP LLC and/or CAC's business, financial condition and operating results. CGP LLC relies a great deal on the expertise and guidance of Caesars Entertainment's senior management who do not receive direct compensation from CGP LLC. As a result, Caesars Entertainment's senior management may devote substantially less time to the business and operations of CGP LLC than were they to be employed by CGP LLC. Senior management that is not invested in the success of CGP LLC's business may have an adverse effect on CGP LLC and/or CAC's business, financial condition and operating results. Loss of the services of any key personnel from Caesars Entertainment or CES could have a material adverse effect on the business of CGP LLC. The leadership of Caesars Entertainment's and CES senior management has been a critical element of Caesars Entertainment's success. The advisory and management services provided to CGP LLC depend on this senior management. The death or disability of, or other extended or permanent loss of services, or any negative market or industry perception of Caesars Entertainment's or CES senior management could have a material adverse effect on CGP LLC's business. CGP LLC is not protected by key man insurance or similar life insurance covering members of Caesars Entertainment's senior management, nor does CGP LLC have employment agreements with any of Caesars Entertainment's senior management. A default by Caesars Entertainment on certain of its debt obligations could adversely affect CGP LLC's business, financial condition and operating results. Caesars Entertainment (including its consolidated subsidiaries) is a highly leveraged company and has pledged a significant portion of its assets and the assets of its subsidiaries as collateral under certain of its debt obligations, including the trademarks for which CIE has licensed the right to use, including "Caesars," "Total Rewards" and "Harrah's." The stock of CEOC is also pledged to secure these debt obligations. CEOC and its subsidiaries that are the owners of these trademarks filed for bankruptcy in January 2015. If Caesars Entertainment or its subsidiaries were to default on these obligations, its lenders could exercise significant influence over CGP LLC's business. CGP LLC is dependent on a number of services from Caesars Entertainment, CEOC, CES and other subsidiaries of Caesars Entertainment, pursuant to the CGP LLC Management Services Agreement, the Omnibus Agreement and CIE's Shared Services Agreement. If Caesars Entertainment and/or its subsidiaries file for bankruptcy protection under the U.S. bankruptcy code, their filing may materially and adversely affect CGP LLC's assets and operations. For example, in the event of a default by Caesars Entertainment, its lenders or their successors may elect to reject the CGP LLC Management Services Agreement or the Omnibus Agreement as an executory contract in a bankruptcy proceeding. Furthermore, in the event of such a default, Caesars Entertainment's lenders also may seek to reject CIE's cross marketing and trademark license agreement with Caesars Entertainment in connection with a bankruptcy proceeding and, as a result, CIE would no longer have licenses to use certain trademarks owned by Caesars Entertainment or its subsidiaries. The result of this influence and any related disruption in CGP LLC's business could have a material adverse effect on CGP LLC's business, financial condition and operating results. Recent litigation against CEC may increase the risk these events occur. See Item 3. Legal Proceedings — CEOC Bondholder Litigation, or Noteholder Disputes . 17

The value of the CEOC Notes held by CAC would be impaired in the event of a default by Caesars Entertainment or CEOC on certain of its debt obligations and such impairment could adversely affect the market price of our Class A common stock. Caesars Entertainment (including its consolidated subsidiaries) and CEOC are both highly leveraged companies and each has significant obligations for interest payments and restrictions due to its indebtedness. If CEOC is unable to pay the interest when due under their outstanding indebtedness, or otherwise defaults on their debt obligations, the value of the CEOC Notes held by CAC would be impaired. An impairment in the value of the CEOC Notes could adversely affect the market price of our Class A common stock. CGP LLC has an obligation to give a right of first refusal for any development opportunities to Caesars Entertainment, but Caesars Entertainment has no obligation to give any development opportunities to CGP LLC. Caesars Entertainment may keep all potential development opportunities for itself. CGP LLC would need to rely on a separate party to pursue any opportunities without the approval and assistance of Caesars Entertainment. Pursuant to the CGP Operating Agreement, CGP LLC is required to first provide any potential development opportunities to Caesars Entertainment to be considered by a committee of the Caesars Entertainment board of directors comprised of disinterested directors. CGP LLC can only proceed with such investment or opportunity to the extent such Caesars Entertainment committee declines the opportunity for itself or CEOC. See Item 13. Certain Relationships and Related Transactions, and Director Independence . If the committee provides an opportunity to CGP LLC, we expect that CGP LLC will retain a 50% interest in the management fee to be received by Caesars Entertainment, unless otherwise agreed. However, because each opportunity will be negotiated as a separate transaction, there can be no assurances that CGP LLC and Caesars Entertainment will share equally (or that CGP LLC will share at all) in the management fee. If the committee does not provide the opportunity to CGP LLC, the committee can also decide to keep the opportunity for Caesars Entertainment. No assurances can be provided that the committee will ever provide an opportunity to CGP LLC. Although certain employees of each of the Sponsors are on the boards of directors of Caesars Entertainment and CAC, the certificates of incorporation of both companies provide that neither the Sponsors nor directors have any obligation to present any corporate opportunity to Caesars Entertainment or CAC. Accordingly, the Sponsors may pursue gaming, entertainment or other activities outside of Caesars Entertainment or CAC and have no obligation to present such opportunity to Caesars Entertainment or CAC; however, if any choose to present such opportunity to Caesars Entertainment or CAC, then such opportunity must follow the rights of first offer. If the committee declines an opportunity altogether and CGP LLC pursues the opportunity without the support of Caesars Entertainment, CGP LLC will be required to identify and obtain the necessary services from a third-party. No assurances can be provided that CGP LLC will be able to find a third-party to pursue an opportunity without Caesars Entertainment and any services provided may be more expensive than, or of less quality than, those that are provided by Caesars Entertainment, and as a result, could have a material adverse impact on the success of the opportunity. Caesars Entertainment's interests may conflict with CGP LLC's interests. The interests of Caesars Entertainment could conflict with CGP LLC's interests. Caesars Entertainment is in a casino and entertainment business similar to CGP LLC and may, from time to time in the future, pursue for itself acquisitions that would be complementary to CGP LLC's business, in which case, and as a result, those acquisition opportunities would not be available to us. Without access to acquisition opportunities, CGP LLC will be limited in growing its business. The success of CGP LLC's business depends in part on its continued participation in Caesars' Total Rewards loyalty program. If casinos owned by CGP LLC are unable to access the Total Rewards loyalty program database, it could have a material adverse impact on CGP LLC's business. The success of CGP LLC's business depends in part on its ability to direct targeted marketing efforts to important casino and hospitality customers. The ability of CGP LLC's business to undertake those marketing efforts depends to a significant extent on its continued participation in the Total Rewards loyalty program owned and maintained by CEOC and its subsidiaries, and following its commencement of operations, licensed to CES. In connection with this program, the casinos owned by CGP LLC can develop information which allows them to track casino play and award complimentaries and other promotional opportunities to their customers. Complimentaries and other similar rewards are customarily offered by casino and gaming facilities to their customers and are important incentives to those customers. If the casinos owned by CGP LLC are unable to access the Total Rewards loyalty program database, it could have a material adverse impact on CGP LLC's business. Participation in the Total Rewards loyalty program is one of our competitive strengths and our business and growth strategy are, in part, based on tracked play and targeted marketing efforts. In the past, the removal of the Total Rewards loyalty program from a casino property has resulted in negative impacts on such property's financial results. Similarly, if we are unable to access the Total Rewards loyalty program database, we expect our annual revenue would decline, which could have a material adverse impact on our business and results of operations. 18

CIE and CGP LLC license their right to use and sublicense various trademarks and service marks from Caesars Entertainment and certain of its affiliates. Accordingly, if a third-party successfully challenges Caesars Entertainment or its affiliates' ownership of, or right to use, the Caesars-related marks or if CIE or CGP LLC is unable to stop unauthorized use of such marks, or if Caesars Entertainment or its affiliates use such marks in a way that negatively impacts the value of such marks, CIE's and CGP LLC's business or results of operations could be harmed. CIE and CGP LLC has licensed the right to use certain trademarks and service marks owned or used by various affiliates of Caesars Entertainment, including Caesars World, Inc., Caesars License Company, LLC and CEOC. These licensed trademarks and service marks include, among others, "Caesars," "Harrah's," and "Total Rewards." See Item 13. Certain Relationships and Related Transactions, and Director Independence . CGP LLC's rights to use these trademarks and service marks are among its most valuable assets. Caesars World, Inc., Caesars License Company, LLC and CEOC filed for bankruptcy protection in January 2015, as more fully discussed in the risk factor above entitled " A default by Caesars Entertainment on certain of its debt obligations could adversely affect CGP LLC's business, financial condition and operating results. " If the existing licensing arrangements were terminated and CGP LLC fails to enter into new arrangements in respect of these marks, CGP LLC could lose their rights to use these marks and the corresponding domain names, which could have a material adverse effect on its business, financial condition and operating results. If a third-party successfully challenges Caesars Entertainment or its affiliates' ownership of, or right to use, these marks (including, for example, due to Caesars Entertainment or its affiliates' failure to file for protection of such marks), such a challenge could also have a material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and operating results. In addition, these trademarks and service marks are used by Caesars Entertainment and its affiliates around the United States and internationally. Any negative events associated with the use of these marks by Caesars Entertainment or its affiliates may be out of CGP LLC's control, and may negatively impact the "Caesars," "Harrah's" or "Total Rewards" brands, which could harm CGP LLC's business and results of operations. Failure by CES or CEOC and its subsidiaries to protect the trademarks, technology and other intellectual property that CGP LLC uses could have a negative impact on the value of CGPH's brand names and adversely affect our business. In addition, CES or CEOC and its subsidiaries may have the right to limit the expansion of scope or usage of our intellectual property. CGP LLC currently licenses from CES and CEOC and its subsidiaries, intellectual property and technology material to its overall business strategy, and CGP LLC regards such intellectual property and technology to be an important element of its success. CGP LLC relies on CES and CEOC and its subsidiaries to seek to establish and maintain proprietary rights in such intellectual property and technology through the use of patents, copyrights, trademarks and trade secret laws. In addition, CGP LLC relies on CES and CEOC and its subsidiaries to maintain the trade secrets and confidential information licensed to CGP LLC by nondisclosure policies and through the use of appropriate confidentiality agreements. Despite these efforts to protect the proprietary rights on which CGP LLC relies, parties may infringe such intellectual property and use licensed information and technology that CGP LLC regards as proprietary and CGPH's rights may be invalidated or unenforceable. Monitoring the unauthorized use of CGP LLC's licensed intellectual property and technology is difficult. Litigation by CEOC and its subsidiaries or CES, as applicable, may be necessary to enforce the intellectual property rights and other rights on which we rely or to determine the validity and scope of the proprietary rights of others. Litigation of this type could result in substantial costs and diversion of resources. We cannot assure you that all of the steps that CGP LLC, CEOC and its subsidiaries or CES have taken or will take to protect the licensed trademarks that CGP LLC uses in the United States will be adequate to prevent imitation of such trademarks by others. The unauthorized use or reproduction of the trademarks that CGPH uses could diminish the value of its brand and its market acceptance, competitive advantages or goodwill, which could adversely affect its business. In addition, the expansion of the scope or use of CGP LLC's intellectual property licensed from CEOC or CES, as applicable, in many cases is subject to the consent of CEOC or CES. Accordingly, CGP LLC may not be able to take advantage of new applications or uses of these licensed trade names, trademarks or other intellectual property without the consent of CEOC or CES, which may adversely affect CGP LLC's ability to compete or expand its business scope. CIE may be reliant on Caesars Entertainment or CEOC to obtain online gaming licenses in many commercial jurisdictions and if the affiliation is terminated, or costs to maintain such affiliation exceed revenue generated from such affiliation, it would adversely affect CIE's, and therefore CGP LLC's, business and result of operations. Nevada, Delaware and New Jersey have enacted laws that require online casinos to also have a license to operate a brick-and-mortar casino, either directly or indirectly through an affiliate. If, like Nevada, Delaware and New Jersey, other U.S. jurisdictions enact legislation legalizing real money casino gaming subject to this brick-and-mortar requirement, CIE may be unable to offer online real money gaming in such jurisdictions if CIE does not have or is unable to establish an affiliation with a brick-and-mortar casino in such jurisdiction. If CIE is able to offer online real money gaming in such jurisdictions because of CIE's affiliation with Caesars Entertainment or CEOC, CIE will be reliant on continuing its relationship with Caesars Entertainment or CEOC, and there can be no assurances that Caesars Entertainment or CEOC will continue to maintain such affiliation. If CIE's affiliation with Caesars Entertainment or CEOC is terminated or the costs to maintain such affiliation exceed 19

revenue generated from online real money gaming, it would adversely affect CIE's, and therefore CGP LLC's, business and result of operations. A bankruptcy court may conclude that each of the Transactions and the Asset Purchase Transactions constitutes a financing rather than a true sale, and as a result we would no longer have ownership and control over assets sold or contributed to CGP LLC to the same extent as we do now. Caesars Entertainment and its consolidated subsidiaries, as well as CEOC and its consolidated subsidiaries, have reported significant net losses during the past three fiscal years. In a bankruptcy of Caesars Entertainment or any of its subsidiaries (such as the bankruptcy proceeding of CEOC and certain of its subsidiaries that was filed in January 2015) that sold or contributed assets to CGP LLC, including CEOC, the court may conclude that each of the Transactions and the Asset Purchase Transactions constitutes a disguised financing rather than a true sale. In such case, the court would deem CGP LLC's assets as belonging to Caesars Entertainment, and consider us to be a lender to Caesars Entertainment or its subsidiaries to the extent of the purchase price CGP LLC paid for those assets. While we should have a claim against Caesars Entertainment and its subsidiaries for the amounts paid to them for the assets, we would no longer have ownership and control over the assets to the same extent as we do now. Moreover, if our claim against Caesars Entertainment and its subsidiaries is considered a financing, no guaranty exists that our claim will be deemed a secured claim entitled to a priority right of repayment from the assets, rather than a general unsecured claim against Caesars Entertainment's or CEOC's bankruptcy estate that shares pro rata with other creditors in any recovery from the residual value of the bankruptcy estate. Finally, a risk exists that any such claim might be primed in favor of a debtor-in-possession financing, or that the court might equitably subordinate our claim to those of other creditors, recharacterize the claim as equity or otherwise not allow the claim (including on equitable grounds). A bankruptcy court may substantively consolidate the bankruptcy estates of Caesars Entertainment and its debtor subsidiaries with CGP LLC, which would, among other things, allow the creditors of the bankrupt entities to satisfy their claims from the combined assets of the consolidated entities, including CGP LLC. Even though CGP LLC has certain bankruptcy remote features that restrict its ability to file for bankruptcy relief, there can be no assurance that a bankruptcy court will not direct CGP LLC's or any of its subsidiaries' substantive consolidation with Caesars Entertainment or a subsidiary of Caesars Entertainment in a bankruptcy case of Caesars Entertainment (including the pending bankruptcy of CEOC and certain of its subsidiaries filed in January 2015) or such subsidiary even if CGP LLC or its subsidiaries do not themselves file a bankruptcy petition. CGP LLC's or its subsidiaries' substantive consolidation with Caesars Entertainment or its subsidiaries in their bankruptcy cases would, among other things, allow the creditors of the bankrupt entities to satisfy their claims from the combined assets of the consolidated entities, including CGP LLC and its subsidiaries. This may dilute the value of distributions available for recovery to CGP LLC's creditors, and may prevent recovery by our stockholders of any value at all if the combined creditor claims exceed the combined value of the entities. In addition, substantive consolidation with Caesars Entertainment or its subsidiaries' bankruptcies may subject our assets and operations to the automatic stay, and may impair CGP LLC's ability to operate independently, as well as otherwise restrict our operations and capacity to function as a standalone enterprise. An independent investigation of the Transactions and the Asset Purchase Transactions in connection with CEOC's bankruptcy is currently ongoing, which will expose our and CGP LLC's contractual relationships with Caesars Entertainment and its subsidiaries to heightened scrutiny. The judge in the pending bankruptcies of CEOC and certain of its subsidiaries has approved an independent investigation of the Transactions and the Asset Purchase Transactions, and potentially other transactions as well, including the formation of CES. The examiner appointed in the CEOC bankruptcy case has the power to determine, with the benefit of hindsight, whether such transactions overall, and their constituent parts (including the formation of CES), were fair and equitable and otherwise beneficial to CEOC and its subsidiaries that filed for bankruptcy relief. Additionally, any committees appointed in the CEOC bankruptcy case could conduct a similar investigation. Any such investigations may impose significant costs and expense on us and CGP LLC, and may divert management from its ability to conduct our business. In addition, we would expect that stakeholders of CEOC and its subsidiaries, including any committee appointed in such bankruptcy cases, would re-evaluate all of our and CGP LLC's contractual and business relationships with CEOC and its subsidiaries, and with CES. This may result in materially altered terms and conditions that may be economically unfavorable to investors in CAC, and may divert significant management resources. We are subject to fraudulent transfer litigation that, if adversely decided, may require us to return the assets acquired in the Transactions and the Asset Purchase Transactions, or their value, to Caesars Entertainment and its subsidiaries. Creditors of Caesars Entertainment and its subsidiaries have sued CAC and CGP LLC under state law in an effort to recover, for their benefit, the assets CGP LLC acquired in the Transactions and the Asset Purchase Transactions as fraudulent transfers. See Item 3. Legal Proceedings — CEOC Bondholder Litigation, or Noteholder Disputes for a discussion of these proceedings. As a general matter, fraudulent transfer law allows a creditor to recover assets, or their value, from an initial or subsequent transferee if the debtor conveyed the assets with an actual intent to hinder, delay or defraud its creditors, or if the 20

transfer was a constructive fraudulent transfer. The principal elements of a constructive fraudulent transfer are a transfer, made while a debtor was insolvent or that rendered a debtor insolvent, for less than reasonably equivalent value. CAC and CGP LLC strongly believe there is no merit to the actions described in Item 3. Legal Proceedings — CEOC Bondholder Litigation, or Noteholder Disputes and CAC and CGP LLC will defend themselves vigorously and seek appropriate relief should any action be brought. However, in the CEOC Bondholder Litigation, plaintiffs seek, among other remedies, return to CEOC of six casino properties CGP LLC acquired in the Transactions and the Asset Purchase Transactions for approximately $3.1 billion in cash and assumed debt. The six casino properties acquired in the Transactions and the Asset Purchase Transactions are the only casino properties owned by CGP LLC and account for 100% of CGP LLC's revenue from casino operations. If CAC and CGP LLC lose the lawsuits described above, they may have to return the assets or their value to Caesars Entertainment and its subsidiaries, or be forced to pay additional amounts therefor. In fiscal year 2015, revenue from casino operations accounted for 67.3% of CGP LLC's total net revenue. If CGP LLC were forced to return the casino properties to Caesars Entertainment and its subsidiaries, that could cause it to lose the benefit of substantial revenue generated by those properties. Additionally, if a court were to find that the transfers and sales in the Transactions and the Asset Purchase Transactions were improper, that could trigger a default under the debt that we raised to finance these transfers. These consequences could have a material adverse effect on our business, financial condition, results of operations and prospects. CES may be subject to fraudulent transfer or other litigation that may result in its unwinding, or its licensing agreements with CEOC may otherwise be rescinded or terminated. Creditors of Caesars Entertainment, CEOC and their subsidiaries may commence an action against CES under state or federal bankruptcy law in an effort to rescind, avoid or otherwise terminate, for their benefit, the licensing agreements CEOC entered into with CES. Alternatively, as CEOC and certain of its subsidiaries has filed for Chapter 11 bankruptcy, they may reject their licensing agreements with CES. If CES can no longer enforce such licensing agreements, it may be unable to perform under its licensing agreements with CGP LLC and its subsidiaries. As a result, among other things, CGP LLC and its subsidiaries may no longer have access to the Total Rewards loyalty program and may no longer be able to use certain intellectual property, such as the Caesars trademark, which could have a material adverse effect on CAC and CGP LLC's business, financial condition and operating results. Our operations depend on material contracts with third parties, including Caesars Entertainment, the continued enforcement of which may be adversely impacted by a bankruptcy of Caesars Entertainment or CES. A debtor operating under the protection of the Bankruptcy Code may exercise certain rights that may adversely affect our contractual relations and ability to participate in the Caesars Entertainment system. For example, the protection of the statutory automatic stay which arises by operation of section 362 of the Bankruptcy Code upon the commencement of a bankruptcy case prohibits us from terminating a contract with CEOC or any of its debtor subsidiaries. The Bankruptcy Code also invalidates clauses that permit the termination of contracts automatically upon the filing by one of the parties of a bankruptcy petition or which are conditioned on a party's insolvency. Meanwhile in this circ*mstance, we would ordinarily be required to continue performing our obligations under such agreement. As a practical matter, legal proceedings to obtain relief from the automatic stay and to enforce rights to payments or terminate agreements can be time consuming, costly and uncertain as to outcome. In addition, under section 365 of the Bankruptcy Code, a debtor may decide whether to assume or reject an executory contract, including the CGP LLC Management Services Agreement, the management contracts for all of the casino properties owned by CGP LLC, the shared service agreement with CIE, or any licensing agreement with CES. Assumption of a contract would permit the debtor to continue operating under the assumed contract; provided that the debtor (i) immediately cures all existing defaults thereunder or provides adequate assurance that such defaults will be promptly cured, (ii) compensates the non-debtor party for any actual monetary loss incurred as a result of the debtor's default or provides adequate assurance that such compensation will be forthcoming and (iii) provides the non-debtor party with adequate assurance of future performance under the contract. As a general matter, a bankruptcy court approves a debtor's assumption of a contract as long as assumption appears to be in the best interest of the debtor's estate, the debtor is able to perform and it is a good business decision to assume the contract. Subject to bankruptcy court approval and satisfaction of the "business judgment" rule, a debtor in chapter 11 may reject an executory contract, and rejection of an executory contract in a chapter 7 case may occur automatically by operation of law. If a debtor rejects an executory contract, the non-debtor party to the contract generally has an unsecured claim against the debtor's bankruptcy estate for breach of contract damages arising from the rejection. On request of any party to such contract, a bankruptcy court may order the debtor to determine within a specific period of time whether to assume or reject an executory contract. Further, CEOC and its subsidiaries that filed for bankruptcy protection, as debtors, may seek bankruptcy court approval to assume material contracts, including among others, the CGP LLC Management Services Agreement, the Omnibus Agreement, the CIE Cross-Marketing Agreement or other valuable license agreements under section 365 of the Bankruptcy Code and may also seek to assign such agreement to a third-party. A debtor may also seek to reject such contracts. If CEOC, for example, 21

rejects the Omnibus Agreement, CES may not be able to provide us operational support and management expertise, with the result that we may lack sufficient support to manage our operations, and may no longer be able to use certain licensed intellectual property, such as certain trademarks. In addition, Caesars Entertainment, if it were to become a debtor for a bankruptcy, may attempt to reject the CGP LLC Operating Agreement as an executory contract. This might affect our continued existence, and other corporate governance rights. It may also relieve Caesars Entertainment from performing its obligations under CGP LLC's limited liability company agreement, including honoring its obligations under the liquidation right and call right. Claims of our stockholders and CGP LLC against Caesars Entertainment or CEOC in a Caesars Entertainment or CEOC bankruptcy might be equitably subordinated or disallowed. Bankruptcy law allows the court to equitably subordinate claims to those of other creditors or equity holders based on inequitable conduct. A bankruptcy court may also recharacterize a claim for debt as equity, or not allow a claim for other reasons including on equitable grounds. Claims of insiders, including stockholders, are subject to heightened scrutiny and a court may find inequitable conduct in the form of overreaching or self-dealing transactions. If a claim is subordinated to those of other creditors, or recharacterized as equity, the claim will likely receive no distribution from the bankruptcy estate unless the estate has enough assets to satisfy the non-subordinated creditors in full; a claim that is disallowed would not share in recoveries from the estate to the extent of such disallowance. The equitably subordinated or disallowed claim need not necessarily relate to the inequitable conduct. Therefore, a damages claim arising from the rejection of an executory contract may be subordinated or disallowed based on conduct wholly unrelated to the contractual relationship itself. Under these principles, should a court determine that they are triggered in the bankruptcy of CEOC or in a bankruptcy of CEC, if one were to occur, claims of our stockholders and CGP LLC, including claims based on notes issued by Caesars Entertainment or CEOC or guarantees by Caesars Entertainment, may not share ratably with claims from other general unsecured creditors or may be disallowed. Following assignment of the management agreements to CES upon its commencing operations as of October 1, 2014, CGPH is dependent upon CES to operate CGPH's properties. Each of CGPH's properties is managed by CES. CGPH is dependent upon CES to provide the services necessary to operate CGPH's properties. CGPH does not have a history of operating casinos. Therefore, CGPH's properties are dependent on the services provided by CES and CGPH cannot operate CGPH's properties without these services. If the quality of the services provided by CES deteriorates, or the terms under which CES provides services change in a manner that is adverse to CGPH, it could have a material adverse effect on CGPH's business, financial condition and operating results. Following the commencement of operations and receipt of regulatory approvals for CES, at CGPH's request, the property management agreements were assigned to CES. CES is a newly formed entity and will not receive the management fees under the property management agreements. Furthermore, CES is dependent upon its members (CGPH, CEOC and CERP) to provide it with the operating funds and capital requirements (the allocation of which shall be based on each member's ownership interest in CES) necessary to provide services under the property management agreements. If any of the members of CES fail to provide it with the operating funds necessary to operate CES, CES may not be able to fully provide the services required by the property management agreements to operate CGPH's properties. In addition, if the property management agreements were to be terminated, or if CES were to suffer significant liquidity or operational difficulties, becoming incapable of providing property management services (or unable to provide such services at agreed upon level) to CGPH or cease operations altogether, CGPH may be unable to continue to operate its properties, which would have a material adverse effect on our business, financial condition and operating results. If a court were to find in favor of the claimants in the Noteholder Disputes, it would likely have a material adverse effect on CEC's business, financial condition, results of operations and cash flows and, absent an intervening event, a reorganization under Chapter 11 of the Bankruptcy Code would likely be necessary due to the limited resources available at CEC to resolve such matters. The significant amounts CEC has agreed to pay in connection with CEOC's reorganization raise substantial doubt about CEC's ability to continue as a going concern. In addition, CEC estimate that it will require additional sources of funding to meet the ongoing financial commitments of the CEC holding company for amounts other than committed to under the RSAs. CEC is subject to a number of Noteholder Disputes related to various transactions that CEOC has completed since 2008. Plaintiffs in certain of these actions raise allegations of breach of contract, intentional and constructive fraudulent transfer, and breach of fiduciary duty, among other claims. Although the Delaware First Lien Lawsuit has been subject to a consensual stay pursuant to the First Lien Bond RSA since CEOC's filing for Chapter 11, and the Delaware Second Lien Lawsuit is not proceeding with respect to fraud or breach of fiduciary duty claims, should a court find in favor of the plaintiffs on such claims in any of the Noteholder Disputes, including the New York First Lien Lawsuit, the New York Second Lien Lawsuit or the Senior Unsecured Lawsuits, the transactions at issue in those lawsuits may be subject to rescission and/or CEC may be required to pay damages to the plaintiffs. In the event of an adverse outcome on one or all of these matters, it is likely that a reorganization under 22

Chapter 11 of the Bankruptcy Code would be necessary for CEC due to the limited resources available at CEC to resolve such matters. A number of the Noteholder Disputes also involve claims that CEC is liable for all amounts due and owing on certain notes issued by CEOC, based on allegations that provisions in the governing indentures pursuant to which CEC guaranteed CEOC's obligations under those notes remain in effect (the “Guarantee Claims”). Such Guarantee Claims were most recently raised against Caesars Entertainment in the New York Senior Notes Lawsuit. Adverse rulings on the Guarantee Claims in this action or any of the other Noteholder Disputes could negatively affect CEC's position on such Guarantee Claims in other Noteholder Disputes, or with respect to potential claims by other holders of certain other notes issued by CEOC. If the court in any of these Noteholder Disputes were to find in favor of the plaintiffs on the Guarantee Claims, CEC may become obligated to pay all principal, interest, and other amounts due and owing on the notes at issue. If CEC became obligated to pay amounts owed on CEOC's indebtedness as a result of the Guarantee Claims, it is likely that a reorganization of CEC under Chapter 11 of the Bankruptcy Code would be necessary due to the limited resources available at CEC to resolve such matters. Accordingly, as certain of the Guarantee Claims have not been stayed, and given the timing on which these Guarantee Claims are proceeding and the inherent uncertainties of litigation, we have concluded that these matters raise substantial doubt about the Company's ability to continue as a going concern. The remaining issues in these lawsuits are expected to be tried as early as May 2016. In the event of an adverse outcome on such matters, CEC would likely seek reorganization under Chapter 11 of the Bankruptcy Code soon thereafter. In addition to the liquidity issues raised as a result of complying with the material commitments CEC made under the RSAs, CEC estimates that it will require additional sources of funding to meet the ongoing financial commitments of the CEC holding company for amounts other than committed to under the RSAs, primarily resulting from significant expenditures made to (1) defend CEC against the matters disclosed in in Item 3. Legal Proceedings and (2) support CEOC's plan of reorganization. As a result of the foregoing, there is substantial doubt about CEC's ability to continue as a going concern, which could have a materially adverse affect on CAC and CGP LLC, and could also have a material adverse affect on the Proposed Merger. Risks Related to Caesars Growth Partners, LLC's Business CGP LLC may not realize all of the anticipated benefits of current or potential future acquisitions. On May 20, 2014, we closed a transaction whereby CGPH, an indirect, wholly-owned subsidiary of CGP LLC acquired from Caesars Entertainment certain of its properties and related assets as more fully described in PART I , Item 1. Business — Asset Purchase Transactions . There are incremental risks and uncertainties related to the Agreement and the Asset Purchase Transactions contemplated thereunder, many of which are outside of our control, including the following: • • •

the diversion of our management's attention from our ongoing business concerns; the outcome of any legal proceedings that may be instituted against us and/or others relating to the Transactions; and the amounts of the costs, fees, expenses and charges related to the Asset Purchase Transactions.

For example, we and CGP LLC have been named in two separate lawsuits related to the Asset Purchase Transactions, as more fully described in Item 3. Legal Proceedings under CEOC Bondholder Litigation, or Noteholder Disputes . In addition, CGP LLC's ability to realize the anticipated benefits of acquisitions, including, but not limited to the Asset Purchase Transactions, will depend, in part, on its ability to integrate the businesses acquired with its business. The combination of two independent companies is a complex, costly and time consuming process. This process may disrupt the business of either or both of the companies, and may not result in the full benefits expected. The difficulties of combining the operations of two companies include, among others: •

coordinating marketing functions;

•

undisclosed liabilities;

•

unanticipated issues in integrating information, communications and other systems;

•

unanticipated incompatibility of purchasing, marketing and administration methods;

•

retaining key employees;

•

consolidating corporate and administrative infrastructures;

•

the diversion of management's attention from ongoing business concerns;

•

coordinating geographically separate organizations; and

•

obtaining all necessary gaming regulatory approvals. 23

For instance, CIE has been highly reliant on its acquisition of Playtika and other companies, including Pacific Interactive, to generate revenues. CGP LLC may not realize the expected benefits of future CIE acquisitions, if any, and may not continue to realize the benefits of the Pacific Interactive acquisition, due to one or more of the difficulties listed above or other difficulties associated with the combination of the operations of two o r more companies. If CGP LLC is unable to realize in whole or in part the benefits anticipated for any current or future acquisitions, it could have a material adverse effect on its, and therefore CGP LLC's, business, financial condition and operating results. CGP LLC may sell or divest different properties or assets as a result of its evaluation of its portfolio of businesses. Such sales or divestitures could affect CGP LLC's costs, revenues, profitability and financial position. From time to time, CGP LLC may evaluate its properties and portfolio of businesses and may, as a result, sell or attempt to sell, divest or spin-off different properties or assets. These sales or divestitures may affect its costs, revenues, profitability, and financial position. Divestitures have inherent risks, including possible delays in closing transactions (including potential difficulties in obtaining regulatory approvals), the risk of lower-than-expected sales proceeds for the divested businesses, and potential postclosing claims for indemnification. In addition, current economic conditions and relatively illiquid real estate markets may result in fewer potential bidders and unsuccessful sales efforts. Expected costs savings, which are offset by revenue losses from divested properties, may also be difficult to achieve or maximize. CGP LLC may require additional capital to support business growth, and this capital might not be available on acceptable terms or at all. CGP LLC intends to continue to make significant investments to support its business growth and may require additional funds to respond to business challenges, expand into new markets, develop new games and features or enhance CIE's existing games, improve its operating infrastructure or acquire complementary businesses, personnel and technologies. Accordingly, CAC and CGP LLC may need to engage in equity or debt financings to secure additional funds. If CAC raises additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Class A common stock. Any debt financing we or CGP LLC secure in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult to obtain additional capital and to pursue business opportunities, including potential acquisitions. CAC and CGP LLC are recently formed entities and may not be able to obtain additional financing on favorable terms, if at all. For instance, the lack of operating history and relationship with Caesars Entertainment may impede CGP LLC's ability to raise debt or equity financing on acceptable terms, if at all, and there can be no assurances that we could pursue a future offering of securities at an appropriate price to raise the necessary financing. If CAC and CGP LLC are unable to obtain adequate financing or financing on terms satisfactory to them when they require it, their ability to continue to support CGP LLC's business growth and to respond to business challenges could be significantly impaired, which could have a material adverse effect on CGP LLC's, business, financial condition and operating results. CAC and CGP LLC do not have restrictions on their ability to raise debt and may highly leverage their capital structure, which could adversely affect CGP LLC's ability to pursue certain opportunities. CAC and CGP LLC have no restrictions on their ability to raise a significant amount of debt financing and/or alter their capital structures. Should CAC or CGP LLC significantly leverage themselves, CAC or CGP LLC will be subject to considerable interest payment expenses that could adversely affect our ability to obtain additional financing. Further, once CAC has a highly leveraged capital structure, CGP LLC may lose certain advantages it has against competitors that have similar capital structures that makes pursuing new, capital-intensive opportunities more challenging. We may not realize any or all of our projected cost savings, which would have a negative effect on our results of operations. As part of our business strategy, CEC and CES have implemented certain cost savings programs and are in the process of identifying opportunities to improve profitability by reducing costs. For example, Caesars Entertainment and CES have identified cost savings, a portion of which would directly reduce our expenses. Any cost savings that we realize from such efforts may differ materially from our estimates. In addition, any cost savings that we realize may be offset, in whole or in part, by reductions in revenues, or through increases in other expenses. For example, cutting advertising or marketing expenses may have an unintended negative affect on our revenues. These cost savings plans are subject to numerous risks and uncertainties that may change at any time. We cannot assure you that cost-savings initiatives will be completed as anticipated or that the benefits we expect will be achieved on a timely basis or at all. Our historical financial information may not be a reliable indicator of our future results. The historical financial information we have included in this Form 10-K has been prepared using assumptions and allocations that we believe are reasonable. However, such historical financial information does not necessarily reflect what our financial position, results of operations and cash flows would have been as a stand-alone entity separate from Caesars 24

Entertainment during the periods presented. In addition, the historical information is not necessarily indicative of what our results of operations, financial position and cash flows will be in the future. CGP LLC's business may be subject to seasonal fluctuations which could result in volatility or have an adverse effect on the market price of our Class A common stock. CGP LLC's business may be subject to some degree of seasonality. In the case of CGP LLC's casino properties, weather conditions may deter or prevent customers from reaching the facilities or undertaking trips. Such conditions would particularly affect customers who are traveling longer distances to visit CGP LLC's casino properties. We believe the number of customer visits to CGP LLC's casino properties will fluctuate based on the season, with winter months experiencing lower visitation; however, volume of business generated by our Las Vegas properties is generally lower during the summer months. Seasonality may cause CGP LLC's casino properties working capital cash flow requirements to vary from quarter to quarter depending on the variability in the volume and timing of sales. These factors, among other things, make forecasting more difficult and may adversely affect CGP LLC's casino properties ability to manage working capital and to predict financial results accurately, which could adversely affect the market price of our Class A common stock. There may be a significant degree of difficulty in operating CGP LLC's businesses separately from Caesars Entertainment, and managing that process effectively could require a significant amount of management's time. The separation from Caesars Entertainment could cause an interruption of, or loss of momentum in, the operation of CGP LLC's businesses. Management may be required to devote considerable amounts of time to the separation, which will decrease the time they will have to manage their ordinary responsibilities. If management is not able to manage the separation effectively, or if any significant business activities are interrupted as a result of the separation, CGP LLC's businesses and operating results could suffer. We will be allocated taxable income from CGP LLC for U.S. federal income tax purposes regardless of whether we receive corresponding cash distributions from CGP LLC to pay our tax liability. Because CGP LLC is a partnership for U.S. federal income tax purposes, we will be allocated taxable income from CGP LLC for U.S. federal income tax purposes for each fiscal year according to the terms of the CGP LLC Operating Agreement. We will be required to pay U.S. federal income tax on such income at the current U.S. federal corporate income tax rate, regardless of whether CGP LLC makes corresponding cash distributions to us to pay our tax liability. The CGP LLC Operating Agreement provides for quarterly cash tax distributions (other than in connection with a liquidation or certain partial liquidations) to be made to us and Caesars Entertainment, but there is no guarantee that such tax distributions (or other cash distributions from CGP LLC) will be sufficient for us to pay our tax liabilities. There are no assurances that there will be future development opportunities for CGP LLC or that CGP LLC will obtain a development project. CGP LLC's ability to expand into new markets to pursue development opportunities depends on passage of legislation that legalizes gambling in new markets and Caesars Entertainment not exercising its right of first offer. Although in the past few years a number of states have passed legislation permitting the development of gaming facilities, there can be no assurances that such trend will continue, and it is possible that legislatures and public sentiment will turn against permitting the development of gaming facilities. Should the states pass no additional legislation for issuing licenses or permitting the development of gaming facilities, CGP LLC will be unable to pursue development opportunities in new markets. Moreover, even if new markets open up, there can be no assurances that Caesars Entertainment and/or CGP LLC will be successful in the bid process for any new development opportunities; therefore, there can be no assurances that CGP LLC will be able to enter those new markets. For example, CGP LLC recently bid for a gaming license in the State of New York but was not selected. Further, there can be no assurances that Caesars Entertainment will not exercise its right of first refusal, thereby depriving CGP LLC of access to any potential development project. See Item 13. Certain Relationships and Related Transactions, and Director Independence . CGP LLC and CAC are subject to extensive governmental regulation and taxation policies, the enforcement of which could adversely impact CGP LLC's business, financial condition and results of operations. CGP LLC and CAC are subject to extensive gaming regulations and political and regulatory uncertainty. Regulatory authorities in the jurisdictions where CGP LLC operates have broad powers with respect to the licensing of casino operations and may revoke, suspend, condition or limit the gaming or other licenses of CGP LLC's casino properties or developments, impose substantial fines and take other actions, any one of which could adversely impact CGP LLC's business, financial condition and results of operations. In addition, regulatory authorities in one or more jurisdictions may require CGP LLC or CAC to obtain new licenses in connection with the Transactions and the Asset Purchase Transactions or due to future changes in regulation. For instance, the Missouri Gaming Commission has required that CAC obtain certain licenses after the closing of the Transactions even though CGP LLC does not operate in Missouri. The failure of CAC to maintain a license from the Missouri Gaming Commission could, among other things, result in the loss of Caesars Entertainment’s gaming license in Missouri. If other jurisdictions require CGP LLC or CAC to obtain new licenses in connection with its operations, the formation of CES or 25

due to future changes in regulation, and CGP LLC or CAC is unable to obtain those licenses, it could adversely impact CGP LLC's business, financial condition and results of operations. As another example, CGP LLC's ability to expand its operations at Harrah's New Orleans, which could include increasing the number of rooms at the hotel or opening new restaurants at the complex, is subject to regulatory approval, and any such proposal may or may not be approved. As a result of CIE holding an online gaming license, its operations and activities are subject to various gaming laws and laws in Nevada and New Jersey. We also expect CIE to be subject to these or similar laws as CIE seeks additional licenses for online real money gaming in the United States if additional states legalize and regulate online gaming. For example, CIE has obtained a license in Nevada as an "operator of an interactive gaming system" and obtained regulatory approval to launch online poker in Nevada. In addition, CIE holds a license in New Jersey to operate internet gaming in New Jersey. Among these laws are various "suitability" requirements which could limit CIE's ability to conduct business with certain third parties, make certain acquisitions and otherwise freely conduct its business. The results of such restrictions could have a material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and operating results. Furthermore, interpretations of laws and local regulations and ordinances on which CGP LLC and CAC rely may change or be made conditional on certain other factors, which could adversely impact our business, financial condition and results of operations. For example, Harrah's New Orleans is currently subject to a local ordinance in New Orleans related to the minimum number of people who must be employed at Harrah's New Orleans. A change in the interpretation of this ordinance or a change in this ordinance could force a reevaluation of staffing at that property in a manner that could adversely affect the financial results of Harrah's New Orleans. Furthermore, because CGP LLC and CAC are subject to regulation in each jurisdiction in which they operate, and because regulatory agencies within each jurisdiction review our compliance with gaming laws in other jurisdictions, it is possible that gaming compliance issues in one jurisdiction may lead to reviews and compliance issues in other jurisdictions. From time to time, individual jurisdictions have also considered legislation or referendums, such as bans on smoking in casinos and other entertainment and dining facilities, which could adversely impact the operations of CGP LLC's casino properties. For example, Maryland law prohibits smoking inside the Horseshoe Baltimore facility. Additionally, the city council in New Orleans enacted an ordinance restricting smoking indoors in public places, including in Harrah's New Orleans, which went into effect in April 2015. The likelihood or outcome of similar legislation in such jurisdictions and referendums in the future cannot be predicted, though any smoking ban would be expected to negatively impact CGP LLC's financial performance. The casino entertainment industry represents a significant source of tax revenues to the various jurisdictions in which casinos operate. From time to time, various state and federal legislators and officials have proposed changes in tax laws, or in the administration of such laws, including increases in tax rates, which would affect the industry. If adopted, such changes could adversely impact CGP LLC's business, financial condition and results of operations. Acts of terrorism, natural disasters, severe weather and political, economic and military conditions may impede CGP LLC's ability to operate or harm its financial results. Terrorist attacks and other acts of war or hostility have created many economic and political uncertainties. For example, a substantial number of the customers of CGP LLC's casinos in Las Vegas and New Orleans use air travel for transportation to and from the casino. As a result of terrorist acts, domestic and international travel was severely disrupted, which resulted in a decrease in customer visits to Las Vegas or New Orleans. We cannot predict the extent to which disruptions in air or other forms of travel as a result of any further terrorist act, security alerts or war, uprisings, or hostilities in places such as Iraq and Afghanistan, or other countries throughout the world, will continue to directly or indirectly impact CGP LLC's business and operating results. As a consequence of the threat of terrorist attacks and other acts of war or hostility in the future, premiums for a variety of insurance products have increased, and some types of insurance are no longer available. If any such event were to affect our properties, we would likely be adversely impacted. In addition, natural and man-made disasters such as major fires, floods, hurricanes, earthquakes and oil spills, or severe or inclement weather affecting the ability of CGP LLC's casino customers to travel can have a negative impact on its results of operations. In most cases, we have insurance that covers portions of any losses from a natural disaster, but it is subject to deductibles and maximum payouts in many cases. Although we may be covered by insurance from a natural disaster, the timing of our receipt of insurance proceeds, if any, is out of our control. In some cases, however, we may receive no proceeds from insurance. Additionally, a natural disaster affecting one or more of our properties may affect the level and cost of insurance coverage we may be able to obtain in the future, which may adversely affect our financial position. As our operations depend in part on our customers' ability to travel, severe or inclement weather can also have a negative impact on our results of operations. Political, economic and military conditions may directly affect CGP LLC's business by impeding its operations or player demand. In particular, a key portion of the operations and personnel of Playtika, a subsidiary of CIE and the operator of Slotomania , are located in Israel, a country located in a particularly volatile region. CIE also has approximately 600 employees in Ukraine, a country currently facing political unrest and hostilities. Any hostilities, or any future armed conflicts, political or 26

economic instability or violence in the Middle East or further disruptions in Ukraine could have a material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and operating results. Any violation of the Foreign Corrupt Practices Act or other similar laws and regulations could have a negative impact on us. CGP LLC is subject to risks associated with doing business outside of the United States, which exposes CGP LLC to complex foreign and U.S. regulations inherent in engaging in a cross-border business and in each of the countries in which CGP LLC and its businesses transact business. CGP LLC is subject to requirements imposed by the Foreign Corrupt Practices Act ("FCPA") and other anti-corruption laws that generally prohibit U.S. companies and their affiliates from offering, promising, authorizing or making improper payments to foreign government officials for the purpose of obtaining or retaining business. Violations of the FCPA and other anti-corruption laws may result in severe criminal and civil sanctions as well as other penalties and the SEC and U.S. Department of Justice have increased their enforcement activities with respect to the FCPA. Policies and procedures and employee training and compliance programs that CGP LLC has implemented to deter prohibited practices may not be effective in prohibiting our employees, contractors or agents from violating or circumventing our policies and the law. If the employees, contractors or agents of CGP LLC's casino properties or CIE fail to comply with applicable laws or company policies governing its international operations, CGP LLC may face investigations, prosecutions and other legal proceedings and actions which could result in civil penalties, administrative remedies and criminal sanctions. Any determination that CGP LLC has violated any anti-corruption laws could have a material adverse effect on CGP LLC's financial condition. Compliance with international and U.S. laws and regulations that apply to CGP LLC's international operations increase CGP LLC's cost of doing business in foreign jurisdictions. CGP LLC and its businesses also deal with significant amounts of cash in its operations and are subject to various reporting and AML regulations. Any violation of AML or regulations, on which in recent years, governmental authorities have been increasingly focused, with a particular focus on the gaming industry, by any of our resorts could have a negative effect on our results of operations. As an example, a major gaming company recently settled a U.S. Attorney investigation into its AML practices. In recent years, governmental authorities have been increasingly focused on AML policies and procedures, with a particular focus on the gaming industry. In October 2013, CEOC's subsidiary, Desert Palace, Inc. (the owner of and referred to herein as Caesars Palace), received a letter from Financial Crimes Enforcement Network of the United States Department of the Treasury ("FinCEN"), stating that FinCEN was investigating Caesars Palace for alleged violations of the Bank Secrecy Act to determine whether it is appropriate to assess a civil penalty and/or take additional enforcement action against Caesars Palace. Caesars Palace responded to FinCEN's letter in January 2014. Additionally, CEC was informed in October 2013 that a federal grand jury investigation regarding anti-money laundering practices of CEC and its subsidiaries had been initiated. CEC and Caesars Palace have been cooperating with FinCEN, the Department of Justice and the Gaming Control Board (the "GCB") on this matter. On September 8, 2015, FinCEN announced a settlement pursuant to which Caesars Palace agreed to an $8 million civil penalty for its violations of the Bank Secrecy Act, which penalty shall be treated as a general unsecured claim in Caesars Palace's bankruptcy proceedings. In addition, Caesars Palace agreed to conduct periodic external audits and independent testing of its AML compliance program, report to FinCEN on mandated improvements, adopt a rigorous training regime, and engage in a "look-back" for suspicious transactions. The terms of the FinCEN settlement are subject to bankruptcy court approval. CEOC and the GCB reached a settlement on the same facts as above, wherein CEC agreed to pay $1.5 million and provide to the GCB the same information that is reported to FinCEN and to resubmit its updated AML policies. On September 17, 2015, the settlement agreement was approved by the Nevada Gaming Commission. We are, or may become involved, in legal proceedings that if adversely adjudicated or settled, could impact our financial condition. From time to time, CAC and CGP LLC are defendants in various lawsuits or other legal proceedings relating to matters incidental to our business. The nature of our business subjects CAC and CGP LLC to the risk of lawsuits filed by customers, past and present employees, competitors, business partners, and others in the ordinary course of business. As with all legal proceedings, however, no assurance can be provided as to the outcome of these matters and in general, legal proceedings can be expensive and time consuming. CAC and CGP LLC may not be successful in the defense or prosecution of these lawsuits, which could result in settlements or damages that could significantly impact our business, financial condition and results of operations. CAC and CGP LLC are defendants in certain legal proceedings, including the lawsuits relating to the Merger Agreement and the Proposed Merger, as discussed in Item 3. Legal Proceedings . If a court were to find in favor of the claimants in these proceedings, such determination could have a material adverse effect on our business, financial condition, results of operations and prospects. Our obligation to fund multi-employer pension plans to which we contribute may have an adverse impact on us. We contribute to and participate in various multi-employer pension plans for employees represented by certain unions. We are required to make contributions to these plans in amounts established under collective bargaining agreements. We do not administer these plans and, generally, are not represented on the boards of trustees of these plans. The Pension Protection Act enacted in 2006, or the PPA, requires under-funded pension plans to improve their funding ratios. Based on the information available to us, some of the multi-employer plans to which we contribute are either "critical" or "endangered" as those terms are 27

defined in the PPA. Specifically, the Pension Plan of the UNITE HERE National Retirement Fund is less than 65% funded. We cannot determine at this time the amount of additional funding, if any, we may be required to make to these plans. However, plan assessments could have an adverse impact on our results of operations or cash flows for a given period. Furthermore, under current law, upon the termination of a multi-employer pension plan, due to the withdrawal of all its contributing employers (a mass withdrawal), or in the event of a withdrawal by us, which we consider from time to time, we would be required to make payments to the plan for our proportionate share of the plan's unfunded vested liabilities, that would have a material adverse impact on our consolidated financial condition, results of operations and cash flows. In January 2015, the Trustees of the National Retirement Fund (“NRF”), a multi-employer defined benefit pension plan, voted to expel the CEC controlled group (“CEC Group”) from the plan. NRF claims that CEOC's bankruptcy presents an “actuarial risk” to the plan purportedly permitting such expulsion. The CGP LLC affiliate that is included in NRF is the Las Vegas laundry. NRF has advised the CEC Group that its expulsion has triggered withdrawal liability with a present value of approximately $360 million , payable in 80 quarterly payments of about $6 million . The CEC Group disputes NRF's authority to take such action. Prior to NRF's vote, the CEC Group reiterated its commitment to remain in the plan and not seek rejection of any collective bargaining agreement in which the obligation to contribute to NRF exists. CEOC is current with respect to pension contributions. The CEC Group is pursuing several litigation strategies to challenge NRF's action. There can be no assurance that our strategies will have a successful outcome, and the CEC Group may become liable for the withdrawal liability, which would have an adverse impact on us. CGP LLC's Casino Properties and Developments business is particularly sensitive to reductions in discretionary consumer spending resulting from downturns in the economy, the volatility and disruption of the capital and credit markets, adverse changes in the global economy and other factors which could negatively impact our financial performance and our ability to access financing. Changes in discretionary consumer spending or consumer preferences are driven by factors beyond CGP LLC's control, such as perceived or actual general economic conditions; high energy, fuel and other commodity costs; the cost of travel; the potential for bank failures; a soft job market; an actual or perceived decrease in disposable consumer income and wealth; fears of recession and changes in consumer confidence in the economy; and terrorist attacks or other global events. CGP LLC's Casino Properties and Developments business is particularly susceptible to any such changes because CGP LLC's casino properties offers a highly discretionary set of entertainment and leisure activities and amenities. If discretionary consumer spending declines, then CGP LLC's results of operations will be adversely impacted. The adverse conditions in certain local, regional, national and global markets have negatively affected CGP LLC and may continue to negatively affect CGP LLC in the future. During periods of economic contraction, CGP LLC's revenues may decrease while some of its costs remain fixed or even increase, resulting in decreased earnings. In addition, CGP LLC may also be unable to find additional cost savings to offset any decrease in revenues. Even an uncertain economic outlook may adversely affect consumer spending in CGP LLC's gaming operations and related facilities, as consumers spend less in anticipation of a potential economic downturn. Theoretical win rates for CGP LLC's casino operations depend on a variety of factors, some of which are beyond its control. The gaming industry is characterized by an element of chance. Accordingly, CGP LLC's casino properties employ theoretical win rates to estimate what a certain type of game, on average, will win or lose in the long run. In addition to the element of chance, theoretical win rates are also affected by the spread of table limits and factors that are beyond CGP LLC's control, such as a player's skill and experience and behavior, the mix of games played, the financial resources of players, the volume of bets placed and the amount of time players spend gambling. As a result of the variability in these factors, the actual win rates at the casino may differ from the theoretical win rates and could result in the winnings of CGP LLC's gaming customers exceeding those anticipated. The variability of these factors, alone or in combination, have the potential to negatively impact our actual win rates, which may adversely affect CGP LLC's business, financial condition, results of operations and cash flows. CGP LLC's casino operations extend credit to its customers and may not be able to collect gaming receivables from its credit players. CGP LLC's casino properties conduct their gaming activities on a credit basis as well as a cash basis, which credit is unsecured. Table games players typically are extended more credit than slot players, and high stakes players are typically extended more credit than patrons who tend to wager lower amounts. High-end gaming is more volatile than other forms of gaming, and variances in win-loss results attributable to high-end gaming may have a significant positive or negative impact on cash flow and earnings in a particular quarter. CGP LLC's casino properties extend credit to those customers whose level of play and financial resources warrant, in the opinion of management, an extension of credit. These receivables could have a significant impact on our results of operations if deemed uncollectible. While gaming debts are evidenced by a credit instrument, including what is commonly referred to as a 28

"marker," and judgments on gaming debts are enforceable under the current laws of the jurisdictions in which CGP LLC allows play on a credit basis and judgments in such jurisdictions on gaming debts are enforceable in all states under the Full Faith and Credit Clause of the U.S. Constitution, other jurisdictions may determine that enforcement of gaming debts is against public policy. Although courts of some foreign nations will enforce gaming debts directly and the assets in the U.S. of foreign debtors may be reached to satisfy a judgment, judgments on gaming debts from U.S. courts are not binding on the courts of many foreign nations. We face the risk of fraud and cheating. Casino gaming customers may attempt or commit fraud or cheat in order to increase winnings. Acts of fraud or cheating could involve the use of counterfeit chips or other tactics, possibly in collusion with the employees of CGP LLC's casinos. Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staff, floor managers or other casino or gaming area staff. Failure to discover such acts or schemes in a timely manner could result in losses in gaming operations. In addition, negative publicity related to such schemes could have an adverse effect on CGP LLC's reputation, potentially causing a material adverse effect on CGP LLC's business, financial condition, results of operations and cash flows. Because a majority of CGP LLC's major gaming resorts are concentrated on the Las Vegas Strip, we are subject to greater risks than a gaming company that is more geographically diversified. Given that a majority of CGP LLC's major resorts are concentrated on the Las Vegas Strip, CGP LLC's business may be significantly affected by risks common to the Las Vegas tourism industry. For example, the cost and availability of air services and the impact of any events that disrupt air travel to and from Las Vegas can adversely affect our business. We cannot control the number or frequency of flights to or from Las Vegas, but CGP LLC relies on air traffic for a significant portion of its visitors. Reductions in flights by major airlines as a result of higher fuel prices or lower demand can impact the number of visitors to CGP LLC's resorts. Additionally, there is one principal interstate highway between Las Vegas and Southern California, where a large number of CGP LLC's customers reside. Capacity constraints of that highway or any other traffic disruptions may also affect the number of customers who visit CGP LLC's facilities. CGP LLC's business is particularly sensitive to energy prices and a rise in energy prices could harm its operating results. CGP LLC is a large consumer of electricity and other energy and, therefore, higher energy prices may have an adverse effect on its results of operations. Accordingly, increases in energy costs may have a negative impact on its operating results. Additionally, higher electricity and gasoline prices that affect its customers may result in reduced visitation to its resorts and a reduction in its revenues. CGP LLC may be indirectly impacted by regulatory requirements aimed at reducing the impacts of climate change directed at up-stream utility providers, as it could experience potentially higher utility, fuel, and transportation costs. If we are unable to effectively compete against our competitors, our profits will decline. The gaming industry is highly competitive and CGP LLC's competitors vary considerably in size, quality of facilities, number of operations, brand identities, marketing and growth strategies, financial strength and capabilities, and geographic diversity. CGP LLC also competes with other non-gaming resorts and vacation areas, and with various other entertainment businesses. Competitors in each market that CGP LLC participates may have greater financial, marketing, or other resources than CGP LLC does, and there can be no assurance that they will not engage in aggressive pricing action to compete with CGP LLC. Although we believe CGP LLC is currently able to compete effectively in each of the various markets in which we participate, we cannot ensure that CGP LLC will be able to continue to do so or that they will be capable of maintaining or further increasing their current market share. CGP LLC's failure to compete successfully in their various markets could adversely affect their business, financial condition, results of operations, and cash flow. In recent years, many casino operators have been reinvesting in existing markets to attract new customers or to gain market share, thereby increasing competition in those markets. As companies have completed new expansion projects, supply has typically grown at a faster pace than demand in some markets, including Las Vegas, CGP LLC's largest market, and competition has increased significantly. For example, SLS Las Vegas opened in August 2014 on the northern end of the Strip, and the Genting Group has announced plans to develop a casino and hotel called Resorts World Las Vegas, which is expected to open in 2018 on the northern end of the Strip. Also, in response to changing trends, Las Vegas operators have been focused on expanding their non-gaming offerings, including upgrades to hotel rooms, new food and beverage offerings, and new entertainment offerings. MGM has announced plans for The Park, which includes a new retail and dining development on the land between New York-New York and Monte Carlo, a renovation of the Strip-front facades of both resorts and a new 20,000 seat indoor arena for sporting events and concerts operated by AEG. Construction of The Park and the arena is expected to be complete in 2016. There have also been proposals for other large scale non-gaming development projects in Las Vegas by various other developers. The expansion of existing casino entertainment properties, the increase in the number of properties and the aggressive marketing strategies of many of CGP LLC's competitors have increased competition in many markets in which they operate, and this intense competition is expected to continue. These competitive pressures have and are expected to 29

continue to adversely affect CGP LLC's financial performance. Growth in consumer demand for non-gaming offerings could also negatively impact our gaming revenue. In addition, in the mid-Atlantic region, existing casino resorts provide a number of gaming options for customers, thereby creating significant competition for Horseshoe Baltimore. The casino resorts in the mid-Atlantic region compete with each other on the basis of overall atmosphere, range of amenities, level of service, price, location, entertainment offered and size. Further, when MGM National Harbor in Maryland opens, it may draw additional customers away from Horseshoe Baltimore. If Horseshoe Baltimore is unable to effectively compete with other regional casino resorts or keep customers, this inability may negatively affect Horseshoe Baltimore's, and therefore CGP LLC's, business and operations. CGP LLC also competes with legalized gaming from casinos located on Native American tribal lands, primarily those located in California. While the competitive impact on our operations in Las Vegas from the continued growth of Native American gaming establishments in California remains uncertain, the proliferation of gaming in California and other areas located in the same region as our Las Vegas properties and other properties could have an adverse effect on CGP LLC's results of operations. In addition, certain states have legalized, and others may legalize, casino gaming in specific areas, including metropolitan areas from which we traditionally attract customers. A number of states have permitted or are considering permitting gaming, on Native American reservations and through expansion of state lotteries. The current global trend toward liberalization of gaming restrictions and resulting proliferation of gaming venues could result in a decrease in the number of visitors to our Las Vegas facilities by attracting customers close to home and away from Las Vegas, which could have an adverse effect on our financial condition, results of operations or cash flows. The success of third parties adjacent to CGP LLC's properties is important to its ability to generate revenue and operate CGP LLC's business and any deterioration to their success could materially adversely affect our revenue and result of operations. In certain cases, CGP LLC does not own the businesses and amenities adjacent to its properties. However, the adjacent third-party businesses and amenities stimulate additional traffic through its complexes. For example, the Grand Bazaar Shops located in front of Bally's Hotel and Casino in Las Vegas. Any decrease in the popularity of, or the number of customers visiting, these adjacent businesses and amenities may lead to a corresponding decrease in the traffic through our complexes, which would negatively affect CGP LLC's business and operating results. Further, if newly opened properties, such as The Cromwell, are not as popular as expected, CGP LLC will not realize the increase in traffic through CGP LLC's properties that it expects as a result of their opening, which would negatively affect its business projections. CGP LLC's Casino Properties and Developments Business may be subject to material environmental liability, including as a result of unknown environmental contamination. The Casino Properties and Developments Business is subject to certain federal, state and local environmental laws, regulations and ordinances which govern activities or operations that may have adverse environmental effects, such as emissions to air, discharges to streams and rivers and releases of hazardous substances and pollutants into the environment, as well as handling and disposal from municipal/non-hazardous waste, and which also apply to current and previous owners or operators of real estate generally. Federal examples of these laws include the Clean Air Act, the Clean Water Act, the Resource Conservation Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act and the Oil Pollution Act of 1990. Certain of these environmental laws may impose cleanup responsibility and liability without regard to whether the owner or operator knew of or caused particular contamination or release of hazardous substances. Should unknown contamination be discovered on CGP LLC's property, or should a release of hazardous substances occur on CGP LLC's property, CGP LLC could be required to investigate and clean up the contamination and could also be held responsible to a governmental entity or third parties for property damage, personal injury or investigation and cleanup costs incurred in connection with the contamination or release, which may be substantial. Moreover, such contamination may also impair CGP LLC's ability to use the affected property. Such liability could be joint and several in nature, regardless of fault, and could affect CGP LLC even if such property is vacated. The potential for substantial costs and an inability to use the property could adversely affect our business. Work stoppages and other labor problems could negatively impact our future profits. Some of our employees are represented by labor unions and, accordingly, we are subject to the risk of work stoppages or other labor disruptions from time to time. We have seven collective bargaining agreements covering various employees in Las Vegas expiring in 2016. We intend to negotiate renewal agreements for all collective bargaining agreements expiring and are hopeful that we will be able to reach agreements with the respective unions without any work stoppage. Work stoppages and other labor disruptions could have a material adverse impact on our operations. Also, wage and/or benefit increases resulting from new labor agreements may be significant and could also have an adverse impact on our results of operations. From time to time, we have experienced attempts by labor organizations to organize certain of our non-union employees. To the extent that our non-union employees join unions, we could have greater exposure to risks associated with labor problems and could negatively impact our profits. 30

CGP LLC's insurance coverage may not be adequate to cover all possible losses it could suffer, and, in the future, its insurance costs may increase significantly or it may be unable to obtain the same level of insurance coverage. CGP LLC's casino properties may suffer damage to its property caused by a casualty loss (such as fire, natural disasters and acts of war or terrorism) that could severely disrupt its business or subject it to claims by third parties who are injured or harmed. Although CGP LLC maintains insurance (including property, casualty, terrorism and business interruption insurance), that insurance may be inadequate or unavailable to cover all of the risks to which its business and assets may be exposed. Should an uninsured loss or loss in excess of insured limits occur, it could have a significant adverse impact on CGP LLC's operations and revenues. CGP LLC renews its insurance policies on an annual basis. If the cost of coverage becomes too high, CGP LLC may need to reduce its policy limits or agree to certain exclusions from its coverage in order to reduce the premiums to an acceptable amount. Among other factors, homeland security concerns, other catastrophic events or any change in the current U.S. statutory requirement that insurance carriers offer coverage for certain acts of terrorism could adversely affect available insurance coverage and result in increased premiums on available coverage (which may cause CGP LLC to elect to reduce its policy limits) and additional exclusions from coverage. Among other potential future adverse changes, in the future CGP LLC may elect to not, or may be unable to, obtain any coverage for losses due to acts of terrorism. Planet Hollywood licenses the Planet Hollywood brand from affiliates of Robert Earl and there can be no assurances that the Planet Hollywood brand would not be negatively impacted by its use outside of our control. Affiliates of Robert Earl license certain intellectual property relating to the operation of the Planet Hollywood Resort and Casino to Planet Hollywood. The license includes certain names and trademarks and the right to display certain memorabilia on the Planet Hollywood premises. Planet Hollywood has invested significant time and financing to establish its brand as a Hollywood-themed entertainment and non-gaming destination. The expiration or termination, or modification of the terms of this license may have a materially adverse effect on Planet Hollywood's, and therefore CGP LLC's, business, financial conditions and operating results. In addition, the Planet Hollywood brand is used by affiliates of Robert Earl in Hollywood-themed restaurants, hotels and shops around the United States and internationally. Any negative events associated with the use of the Planet Hollywood brand with these restaurants and shops may be out of CGP LLC's control, and may negatively impact the brand's image for the Planet Hollywood casino, which could harm Planet Hollywood's, therefore CGP LLC's, business and results of operations. The Maryland Joint Venture adds additional risk that may result in a material adverse effect on CGP LLC's business, financial condition and operating results. CGP LLC indirectly holds approximately 40.9% interest in the Maryland Joint Venture. While CGP LLC can influence the ownership of the Maryland Joint Venture through its equity ownership, CGP LLC relies on the other equity partners for providing certain funding for the Maryland Joint Venture and there can be no assurances that the other equity partners will provide sufficient funding, or any funding at all, if needed. The failure of other equity partners in the Maryland Joint Venture to provide the appropriate level of funding may result in a material adverse effect on CGP LLC's business, financial condition and operating results. Risks Related to CGP LLC's Interactive Entertainment Business One game has historically generated the majority of CIE's revenue, and CIE must continue to launch and enhance games that attract and retain a significant number of players in order to grow its revenue and sustain its competitive position. Historically, CIE has depended on one game for the majority of its revenue and we expect that this dependency will likely continue for the foreseeable future. Specifically, Slotomania accounted for 48.5% of CIE's social and mobile online game revenue for 2015 and 45.9% of CIE's total revenue for 2015 . CIE's growth depends on its ability to increase interest in its key established game, Slotomania , by continually enhancing the game. Each of CIE's games requires significant engineering, marketing and other resources to develop, launch and sustain via regular upgrades and expansions, and such costs on average have increased and are likely to continue to increase in the future. CIE's ability to successfully launch, sustain and expand games and attract and retain players largely depends on its ability to: •

anticipate and effectively respond to changing player interests and preferences;

•

anticipate and respond to changes in the competitive landscape, including any future legalization of online real money gaming in the United States and other jurisdictions;

•

attract, retain and motivate talented game designers, product managers and engineers;

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develop, sustain and expand games that are fun, interesting and compelling to play;

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effectively market new games and enhancements to CIE's existing players and new players; 31

•

minimize launch delays and cost overruns on new games and game expansions;

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minimize downtime and other technical difficulties; and

•

acquire high quality assets, personnel and companies.

It is difficult to consistently anticipate player demand on a large scale, particularly as CIE develops new games in new markets, including international markets and mobile platforms. If CIE does not successfully launch and/or sustain games that attract and retain a significant number of players and extend the life of CIE's existing games, it could have a material adverse effect on CIE's, therefore CGP LLC's, business, financial condition and operating results. If CIE's top game, Slotomania, does not maintain its popularity, CIE's results of operations could be harmed. In addition to creating new games or expanding current games that are attractive to a significant number of players, CIE must extend the life of its existing games, in particular its most successful game, Slotomania . For a game to remain popular, CIE must routinely enhance, expand and/or upgrade the game with new features and content that players find attractive. Such enhancement requires the investment of significant resources, integration into new platforms, introduction of new languages, expansion into new jurisdictions and often presents new marketing and other challenges. CIE may not be able to successfully enhance, expand or upgrade CIE's current library of games. Any decrease in the popularity of CIE's social and mobile games, or any other adverse developments relating to CIE's most popular game, Slotomania , could have a material adverse effect on its, and therefore CGP LLC's, business, financial condition and operating results. CIE relies on a small portion of its total players for nearly all of its revenue from social and mobile games and if CIE fails to grow or sustain its player base, its results of operations could be adversely affected. Consistent with the social and mobile games business model, only a small portion of CIE's social and mobile games players pay for virtual goods. During 2015 , CIE's social and mobile games business had approximately 819 thousand average Monthly Unique Payers, or 4.5% of the total number of CIE's average Monthly Unique Users on its social and mobile platforms. In order to sustain and increase CIE's revenue levels, CIE must attract, retain and increase the number of players that are payers. To retain players, CIE must devote significant resources so that the games they play retain their interest and attract them to CIE's other games. If CIE fails to grow or sustain its player base, or if the rates at which CIE attracts and retains players declines or if the average amount of revenue CIE receives from its players declines, it could have a material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and operating results. The social and mobile games industry is rapidly growing and changing, which makes it difficult to evaluate CIE's business and prospects. Social and mobile games, from which CGP LLC derived 94.6% of the revenue for the Interactive Entertainment business for 2015 , is a rapidly growing and evolving industry. The growth of the industries and the level of demand and market acceptance of CIE's games are subject to a high degree of uncertainty. CIE's future operating results will depend on numerous factors affecting the social and mobile games industry and the online gaming industry in the U.S., many of which are beyond CIE's control, including, among others: •

the occurrence and manner of legalization of online real money gaming in the United States beyond Nevada, Delaware and New Jersey;

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continued worldwide growth in the adoption and use of Facebook, other social networks and mobile platforms;

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changing rules and requirements on social networks, like Facebook and mobile platforms, like Android and Apple iOS;

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changes in consumer demographics and public tastes and preferences;

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changing laws and regulations affecting social and mobile games;

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the availability and popularity of other forms of entertainment;

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the worldwide growth of personal computer, broadband Internet and mobile device users, and the rate of any such growth; and

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general economic conditions, particularly economic conditions adversely affecting discretionary consumer spending.

CIE's ability to plan for game development, distribution and promotional activities will be significantly affected by its ability to anticipate and adapt to relatively rapid changes in the tastes and preferences of its current and potential players. New and different types of entertainment may increase in popularity at the expense of social and mobile games. A decline in the popularity of social or mobile games in general, or CIE's games in particular, could have a material adverse effect on its, and therefore CGP LLC's, business, financial condition and operating results. 32

The low barriers to entry and intense competition that characterizes the social and mobile games industry could have an adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and results of operations. The social and mobile games industry has low barriers to entry and we expect more companies to enter the sector and a wider range of social and mobile games to be introduced. The industry is also highly competitive. CIE's competitors that develop social and mobile games vary in size and include publicly traded companies such as Zynga Inc. ("Zynga"), Glu Mobile, Inc., IGT, King Digital Entertainment plc and Electronic Arts. In addition, online game developers and distributors who are primarily focused on specific international markets, such as Tencent Holdings Limited in Asia, and high-profile companies with significant online presences that to date have not developed social and mobile games, such as Amazon.com, Inc., Apple Inc., Facebook, Google Inc., Microsoft Corporation and Yahoo! Inc., may decide to develop social and mobile games in the future. Some of these current and potential competitors have significant resources for developing or acquiring additional games, may be able to incorporate their own highly recognized brands and assets into their games, have a more diversified set of revenue sources than CIE currently does and may be less severely affected by changes in consumer preferences, regulations or other developments that may impact the social and mobile games industry. As CIE continues to devote significant resources to developing games for social and mobile platforms, CIE will face significant competition from established companies that may have far greater experience than CIE, including Zynga and Electronic Arts. Moreover, there exists in the social and mobile games industry a significant "first mover" advantage. CIE's ability to compete effectively in respect to a particular style of game may be premised on introducing a game in that style before CIE's competitors. We cannot assure you that CIE will be able to continue to compete effectively or that CIE will be capable of maintaining or further increasing its current market share. CIE's failure to compete successfully in its various markets could have a material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and results of operations. If CIE fails to effectively manage its growth, CIE's, and therefore CGP LLC's, business and operating results could be harmed. CIE continues to experience rapid growth in its headcount and operations, which will continue to place significant demands on its management and operational, financial and technological infrastructure. As of December 31, 2015 , approximately 31.9% of CIE's employees had been with CIE for less than one year and approximately 64.8% for less than two years. Moreover, a number of the individuals CIE relies on for its operations are consultants, not full-time employees on CIE's payroll. As CIE continues to grow, it must expend significant resources to identify, hire, integrate, develop and motivate a large number of qualified employees. If CIE fails to effectively manage its hiring needs and successfully integrate its new hires, CIE's ability to continue launching new games and enhance existing games could suffer. To effectively manage the growth of CIE's business and operations, it will need to continue spending significant resources to improve its technology infrastructure, its operational, financial and management controls, and its reporting systems and procedures by, among other things: •

monitoring and updating CIE's technology infrastructure to maintain high performance and minimize down time;

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enhancing information and communication systems to ensure that CIE's employees and offices around the world are well-coordinated and can effectively communicate with each other; and

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appropriately documenting CIE's information technology systems and business processes. If CIE fails to successfully do these things, it could have a material adverse effect on its, and therefore CGP LLC's, business, financial condition and operating results.

CIE's growth prospects will suffer if it is unable to develop successful games and versions of games for new and emerging devices and platforms. We expect CIE to devote substantial resources to the development of its social online and mobile games on new and emerging platforms, and its limited experience makes it difficult to know whether CIE will succeed in developing such games that appeal to players or advertisers on such new and emerging platforms. The uncertainties CIE faces include: •

its experience in developing social games for use primarily on Facebook, Google's Android and Apple's iOS may not be relevant for developing games for new and emerging platforms;

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many new and emerging platforms are located in countries where CIE has no or limited operating experience;

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new and emerging platforms may require different technological requirements to adapt CIE's games than its current platforms, which may require significant expense;

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CIE has limited experience working with wireless carriers, new and emerging platform providers and other partners whose cooperation CIE may need in order to be successful; and 33

•

CIE will need to move beyond payment methods provided by social networks and successfully allow for a variety of payment methods and systems based on new mobile platforms, geographies and other factors, including on our website Slotomania.com.

These and other uncertainties make it difficult to know whether CIE will succeed in developing commercially viable games for new and emerging social and mobile platforms. If CIE does not succeed in doing so, it could have a material adverse effect on its, and therefore CGP LLC's, business, financial condition and operating results. If CIE is unable to maintain a good relationship with Facebook, Apple and/or Google, or if Facebook, Apple or Google were to change their respective terms of service in ways unfavorable to CIE, CIE's business may suffer. Facebook, Apple iOS and Google Android are significant distribution, marketing, promotion and payment platforms for CIE's games. In 2015 , CIE generated approximately 95.1% of social and mobile games revenue and 92.2% of its social and mobile games users through the Facebook, Apple iOS and Google Android platforms and we expect CIE to continue to do so for the foreseeable future. CIE is subject to Facebook's, Apple's and Google's respective standard terms and conditions for application developers, which govern the promotion, distribution and operation of games and other applications on the Facebook, Apple iOS and Android platforms. Additionally, Apple and Google rate each game for age appropriateness. CIE has benefited from Facebook's, Apple's and Google's strong brand recognition and large user bases. If Facebook, Apple iOS and/or Google Android loses its market position or otherwise falls out of favor with Internet users, CIE would need to identify alternative channels for marketing, promoting and distributing CIE's social and mobile games, which would consume substantial resources and may not be effective. In addition, Facebook, Apple and Google each have broad discretion to change their respective terms of service and other policies, without CIE's consent and without notice, with respect to CIE and other developers, and those changes may be unfavorable to CIE. Facebook, Apple and/or Google may also change their respective fee structures, add fees associated with access to and use of the Facebook, Apple iOS and Android platforms, change how the personal information of their respective users is made available to application developers on the Facebook, Apple iOS or Android platforms, restrict how Facebook, Apple iOS or Android users can share information with friends on their respective platforms, restrict or discontinue access for consumers from certain countries, discontinue or limit access to their respective platforms by CIE and other game developers or develop their own competitive offerings. Also, Apple and Google may change their age rating criteria at any time. In 2015, Google changed its age rating criteria, adopting the criteria of the International Age Rating Coalition. If any of these events were to materialize, it could have a material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and operating results. The loss of the services of key personnel at CIE could have a material adverse effect on its business. The leadership of CIE's chief executive officer, Mitch Garber, and other executive officers and senior management has been a critical element of its success. The death or disability of Mitch Garber or other extended or permanent loss of his services, or any negative market or industry perception with respect to him or arising from his loss, could have a material adverse effect on CIE's, therefore CGP LLC's, business. CIE's other executive officers and other members of senior management, including Robert Antokol, cofounder of Playtika, have substantial experience and expertise in the social and mobile games industry and have made significant contributions to CIE's growth and success. The unexpected loss of services of one or more of these individuals could have a material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and operating results. CIE is not protected by key man or similar life insurance covering members of its senior management. CIE has employment agreements with certain of its executive officers, but these agreements do not guarantee that any given executive will remain with CIE. If CIE is unable to attract, retain and motivate employees, it may not be able to compete effectively and may not be able to successfully expand its businesses. CIE's success and ability to grow are dependent, in part, on its ability to hire, retain and motivate sufficient numbers of talented people, with the increasingly diverse skills needed to serve and expand its business. Such employees, particularly game designers, product managers and engineers, are in high demand, and CIE devotes significant resources to identifying, hiring, training, integrating and retaining these employees. These efforts place significant demands on CIE's resources. Historically, CIE has hired a number of key personnel through strategic acquisitions, such as our acquisition of Playtika, and as competition with other social and mobile games companies increases, CIE may incur significant expenses in continuing this practice. The inability to attract qualified employees in sufficient numbers to meet particular demands or the loss of a significant number of CIE's employees could have a material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and operating results. 34

Expansion into international markets is important for CIE's growth, and as CIE expands internationally it faces additional business, political, regulatory, operational, financial and economic risks, any of which could increase its costs and hinder its growth. Continuing to expand CIE's business to attract players in countries other than the United States is a critical element of CIE's business strategy. An important part of targeting international markets is developing offerings that have localized content and are customized for the players in those markets. We expect to continue to devote significant resources to international expansion through acquisitions, the establishment of additional offices and development studios, and increasing CIE's foreign language strategic offerings. CIE's ability to expand its business and to attract talented employees and players in an increasing number of international markets requires considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple languages, cultures, customs, legal systems, alternative dispute systems, regulatory systems and commercial infrastructures. Expanding CIE's international focus may subject it to risks that it has not faced before or increase risks that CIE currently faces, including risks associated with: •

recruiting and retaining talented and capable management and employees in foreign countries;

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challenges caused by distance, language and cultural differences;

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developing and customizing games and other offerings that appeal to the tastes and preferences of players in international markets;

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competition from local game makers with significant market share in those markets and with a better understanding of local player preferences;

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protecting and enforcing CIE's intellectual property rights;

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negotiating agreements with local distribution platforms that are economically beneficial to CIE and protective of its rights;

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the inability to extend proprietary rights in CIE's brand, content or technology into new jurisdictions;

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implementing alternative payment methods for virtual goods in a manner that complies with local laws and practices and protects CIE from fraud;

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compliance with applicable foreign laws and regulations, including privacy laws and laws relating to content;

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compliance with anti-bribery laws, including, without limitation, compliance with the FCPA;

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credit risk and higher levels of payment fraud;

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currency exchange rate fluctuations;

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protectionist laws and business practices that favor local businesses in some countries;

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foreign tax consequences, including the requirement to pay value added tax, or VAT, in certain jurisdictions;

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foreign exchange controls or U.S. tax restrictions that might restrict or prevent CIE from repatriating income earned in countries outside the United States; and

•

political, economic and social instability.

Entering new international markets can be expensive, CIE's ability to successfully gain market acceptance in any particular market is uncertain and the distraction of CIE's senior management team could mean that it is unable to capitalize on other strategic opportunities. If CIE is unable to successfully expand into new international markets, it could have a material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and operating results. The value of CIE's virtual goods is highly dependent on how CIE manages the economies in its games. If CIE fails to manage its game economies properly, its business may suffer. Players from whom CIE derives revenue purchase virtual goods in CIE's games because of the perceived value of these goods, which is dependent on the relative ease of securing an equivalent good via non-paid means within the game. The perceived value of these virtual goods can be impacted by various actions that CIE takes in the games, including offering discounts for virtual goods, giving away virtual goods in promotions or providing easier non-paid means to secure these goods. If CIE fails to manage its virtual economies properly, players may be less likely to purchase virtual goods, which could have a material adverse effect on its, and therefore CGP LLC's business, financial condition and operating results. 35

The proliferation of hacking, security breaches, computer malware, "cheating" programs and scam offers that seek to exploit CIE's games and players affects the gameplaying experience and may lead players to stop playing CIE's games. Security breaches, computer malware and computer hacking attacks have become more prevalent in CIE's industry and may occur on its systems in the future. Because of CIE's prominence in the social and mobile game industry, CIE's affiliation with one of the largest gaming entertainment companies in the world, and because of the prominence of the brands CIE uses in its businesses, including Caesars, WSOP , Slotomania and Bingo Blitz , we believe CIE is a particularly attractive target for hackers. Though it is difficult to determine what harm may exactly result from any specific interruption or breach, any failure to maintain performance, reliability, security and availability of CIE's network infrastructure to the satisfaction of its players may harm CIE's reputation and its ability to retain existing players and attract new players. CIE is particularly exposed to these risks in its online real money gaming business where players place an especially high value on the proper functioning of CIE's games. Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses could have a material adverse effect on CIE's, and therefore CGP LLC's business, financial condition and operating results. Unrelated third parties have developed, and may continue to develop, "cheating" programs and activities that enable players to exploit CIE's games, play them in an automated way or obtain unfair advantages over other players who do play fairly, including through the unauthorized sale of CIE's virtual goods. These programs and activities harm the experience of players who play fairly and may disrupt the real money operations and virtual economies of CIE's games. CIE devotes significant resources to discover and disable these programs and activities, but if CIE is unable to do so quickly its operations may be disrupted, its reputation damaged and players may stop playing its games. This may lead to lost revenue from paying players, increased cost of developing technological measures to combat these programs and activities, legal claims relating to the diminution in value of CIE's real money gaming credits, virtual currency and increased customer service costs needed to respond to dissatisfied players. CIE is subject to payment-related risks, such as risk of fraudulent use of credit or debit cards, which could have adverse effects on CIE's business or results of operations due to unusually large or frequent chargebacks from customers. CIE accepts payments using a variety of methods, including PayPal, credit and debit cards. As CIE continues to introduce new payment options to its players, CIE may be subject to additional regulatory and compliance requirements. CIE also may be subject to the risk of fraudulent use of credit or debit cards, or other payment options. For certain payment methods, including credit and debit cards, CIE pays interchange and other fees, which may increase over time and, therefore, raise operating costs and reduce profitability. CIE relies on third parties to provide payment processing services and it could disrupt CIE's business if these companies become unwilling or unable to provide these services to CIE. CIE is also subject to rules and requirements governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for CIE to comply. If CIE fails to comply with these rules or requirements, CIE may be subject to fines and higher transaction fees and lose its ability to accept PayPal, credit card, debit card, or other payments from consumers which could have a material adverse effect on its, and therefore CGP LLC's business, financial condition and operating results. In addition, depending on the merchant category code assigned to CIE by the credit card associations, especially for its online real money gaming business, CIE may be subject to a higher percentage of declined transactions which could reduce the amount of money deposited. Chargebacks occur when customers seek to void credit card or other payment transactions. Cardholders are intended to be able to reverse card transactions only if there has been unauthorized use of the card or the services contracted for have not been provided. In CIE's business, players occasionally seek to reverse their online real money gaming losses or purchases of virtual goods through chargebacks. Although CIE places great emphasis on control procedures to protect from chargebacks, these control procedures may not be sufficient to protect CIE from adverse effects on its business or results of operations due to unusually large or frequent chargebacks. Programming errors or flaws in CIE's social and mobile games, or on its regulated online real money gaming websites, could harm CIE's reputation or decrease market acceptance of CIE's games, which could have a material adverse effect on its, and therefore CGP LLC's, business, financial condition and operating results. CIE's social and mobile games, and its regulated online real money gaming websites, may contain errors, bugs, flaws or corrupted data, and these defects may only become apparent after their launch, particularly as CIE launches new games and rapidly launches new features to existing games under tight time constraints. We believe that if CIE's players have a negative experience with its games, they may be less inclined to continue or resume playing CIE's games or recommend its games to other potential players. Undetected programming errors, game defects and data corruption can disrupt CIE's operations, adversely affect the game experience of CIE's players by allowing players to gain unfair advantage, harm CIE's reputation, cause CIE's players to stop playing its games, divert CIE's resources and delay market acceptance of CIE's games, any of which could have a material adverse effect on its, and therefore CGP LLC's, business, financial condition and operating results. 36

Companies and governmental agencies may restrict access to Facebook, CIE's websites or the Internet generally, which could lead to the loss or slower growth of CIE's player base. CIE's online players need to access the Internet to play CIE's games. Companies and governmental agencies could block access to the Internet generally or the particular platform on which a player wishes to play CIE's games (e.g., Facebook) for a number of reasons such as security or confidentiality concerns or regulatory reasons, or they may adopt policies that prohibit employees from accessing Facebook, CIE's website, CIE's online gaming websites or other social platforms for work related efficiency reasons. For example, the government of the People's Republic of China has blocked access to Facebook in China and, according to an article in The Wall Street Journal, Proctor & Gamble implemented a policy restricting employee access to a number of popular entertainment websites. If companies or governmental entities block or limit access to Facebook, CIE's website, CIE's online gaming websites or otherwise adopt policies restricting players from playing CIE's games, it could have a material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and operating results. Evolving regulations concerning data privacy may result in increased regulation and different industry standards, which could prevent CIE from providing its current games to its players or require CIE to modify its games, thereby harming its business. The regulatory framework for privacy issues worldwide is currently in flux and is likely to remain so for the foreseeable future. Practices regarding the collection, use, storage, transmission and security of personal information by companies operating over the Internet and mobile platforms have recently come under increased public scrutiny. The U.S. government, including the Federal Trade Commission and the Department of Commerce, has announced that it is reviewing the need for greater regulation for the collection of information concerning consumer behavior on the Internet, including regulation aimed at restricting certain targeted advertising practices. In addition, the European Union is in the process of proposing reforms to its existing data protection legal framework, which may result in a greater compliance burden for companies with users in Europe. Various government and consumer agencies have also called for new regulation and changes in industry practices. CIE's business, including its ability to operate and expand internationally, could be adversely affected if laws or regulations are adopted, interpreted or implemented in a manner that is inconsistent with CIE's current business practices and that require changes to these practices, the design of CIE's website, games, features or its privacy policy. In particular, the success of CIE's business has been, and we expect will continue to be, driven by CIE's ability to responsibly use the data that CIE's players share with it. Therefore, CIE's business could be harmed by any significant change to applicable laws, regulations or industry practices regarding the use or disclosure of data CIE's players choose to share with it, or regarding the manner in which the express or implied consent of consumers for such use and disclosure is obtained. Such changes may require CIE to modify its games and features, possibly in a material manner, and may limit CIE's ability to develop new games and features that make use of the data that CIE's players voluntarily share with it. CIE's business is subject to a variety of other U.S. and foreign laws, many of which are unsettled and still developing and which could subject CIE to claims or otherwise harm its business. It is possible that a number of laws and regulations may be adopted or construed to apply to CIE in the United States and elsewhere that could restrict the social and mobile industry, including player privacy, advertising, taxation, content suitability, copyright, distribution and antitrust. For example, certain jurisdictions in the United States and elsewhere may deem CIE's social and mobile games to be gambling or marketing gambling to underage persons and therefore in violation of the laws of such jurisdictions. Furthermore, the growth and development of electronic commerce and virtual goods may prompt calls for more stringent consumer protection laws that may impose additional burdens on companies such as CIE conducting business through the Internet and mobile devices. We anticipate that scrutiny and regulation of CIE's industry will increase and that CIE will be required to devote legal and other resources to address such regulation. For example, existing laws or new laws regarding the regulation of currency and banking institutions may be interpreted to cover real money gaming credits, virtual currency or virtual goods. If that were to occur CIE may be required to seek licenses, authorizations or approvals from relevant regulators, the granting of which may be dependent on CIE meeting certain capital and other requirements and CIE may be subject to additional regulation and oversight, all of which could significantly increase CIE's operating costs. Changes in current laws or regulations or the imposition of new laws and regulations in the United States or elsewhere regarding these activities may lessen the growth of social or mobile games or online real money gaming services and impair CIE's, and therefore CGP LLC's, business, financial condition, and operating results. Any failure to protect CIE's trademarks or other intellectual property could have a negative impact on the value of CIE's brand names and adversely affect its business. The development of intellectual property is part of CIE's overall business strategy, and CIE regards its intellectual property to be an important element of its success. For example, CIE owns the WSOP brand and intellectual property, and CIE licenses or sublicenses trademarks for a variety of products and businesses related to this brand. CIE also owns the Slotomania brand. CIE seeks to establish and maintain its proprietary rights in its business operations and technology through the use of patents, copyrights, trademarks and trade secret laws. CIE files applications for and obtains copyrights and trademarks in the 37

United States and in foreign countries where CIE believes filing for such protection is appropriate. CIE also seeks to maintain its trade secrets and confidential information by nondisclosure policies and through the use of appropriate confidentiality agreements. Despite CIE's efforts to protect its proprietary rights, parties may infringe its copyrights, trademarks and patents and use information that CIE regards as proprietary and CIE's rights may be invalidated or unenforceable. In addition, parties may challenge CIE's copyrights, trademarks or patents in the United States or other jurisdictions. The laws of some foreign countries do not protect proprietary rights to as great an extent as do the laws of the United States. Monitoring the unauthorized use of CIE's intellectual property is difficult. Litigation may be necessary to enforce CIE's intellectual property rights or to determine the validity and scope of the proprietary rights of others. Litigation of this type could result in substantial costs and diversion of CIE's resources. The unauthorized use or reproduction of CIE's trademarks could diminish the value of its brand and its market acceptance, competitive advantages or goodwill, which could have a material adverse effect on CIE's and, therefore CGP LLC's, business, financial condition and operating results. In the future, it is possible that CIE will face allegations that it has infringed the trademarks, copyrights, patents or other intellectual property rights of third parties, including from its competitors, non-practicing entities and former employers of its personnel. Patent and other intellectual property litigation may be protracted and expensive, and the results are difficult to predict. As the result of any court judgment or settlement, CIE may be obligated to cancel the launch of a new game, stop offering certain features, pay royalties or significant settlement costs, purchase licenses or modify its games and features while it develops substitutes. The Leahy-Smith America Invents Act (the "Leahy-Smith Act"), was adopted in September 2011. The Leahy-Smith Act includes a number of significant changes to United States patent law, including provisions that affect the way patent applications will be prosecuted and may also affect patent litigation. The United States Patent and Trademark Office has developed regulations and procedures to govern administration of the Leahy-Smith Act. The Leahy-Smith Act and its implementation may in the future increase the uncertainties and costs surrounding the prosecution of CIE's patent applications and the enforcement or defense of its issued patents, all of which could harm its business. CIE's business strategy is premised, in part, on the legalization of online real money gaming in the United States and its ability to predict and capitalize on any such legalization. In the last few years, California, Pennsylvania, New York, Florida, Mississippi, Hawaii, Massachusetts, Iowa, Illinois, Washington D.C. and the Federal government have considered legislation that would legalize online real money gaming. To date, only Nevada, Delaware and New Jersey have enacted such legislation. If a large number of additional states or the Federal government fail to enact online real money gaming legislation or CIE is unable to obtain the necessary licenses to operate online real money gaming websites in United States jurisdictions where such games are legalized, CIE's future growth could be materially impaired as CIE would be limited to offering online real money gaming to players in jurisdictions outside the United States where legal. Moreover, there were bills introduced in Congress in 2014 and 2015 that would ban online gaming in the United States. In addition, states or the Federal government may legalize online real money gaming in a manner that is unfavorable to CIE. For example, several states and the Federal government are considering draft laws that require online casinos to also have a license to operate a brick-and-mortar casino, either directly or indirectly through an affiliate. If, like Nevada and New Jersey, U.S. jurisdictions enact legislation legalizing real money casino gaming subject to this brick-and-mortar requirement, CIE may be unable to offer online real money gaming in such jurisdictions if CIE is unable to establish an affiliation with a brick-and-mortar casino in such jurisdiction. If, however, legislation is enacted legalizing real money casino gaming without this requirement, CIE would lose its advantage over some of its potential competitors that do not have an affiliate with a brick-and-mortar casino operation. The loss of this or other similar advantages CIE receives as an affiliate of Caesars Entertainment, or the passage of a federal law banning online gaming in the United States could materially impair its ability to grow its online real money gaming business in the future. There also exists in the online real money gaming industry a significant "first mover" advantage. CIE's ability to compete effectively in respect of a particular style of online real money gaming in the United States may be premised on introducing a style of gaming before its competitors. CIE's failure to do so could materially impair its ability to grow its online real money gaming business in the future. In addition to the risk that online real money gaming will be legalized in a manner unfavorable to CIE, CIE may fail to accurately predict when online real money gaming will be legalized in significant jurisdictions. The legislative process in each U.S. state and at the Federal level is unique and capable of rapid, often unpredictable change. If CIE fails to accurately forecast when and how, if at all, online real money gaming will be legalized in additional U.S. jurisdictions, such failure could impair CIE's readiness to introduce online real money gaming offerings in such jurisdictions, which could have a material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and operating results. 38

Nevada, Delaware and New Jersey are the only U.S. jurisdictions that have affirmatively legalized online real money gaming and are small jurisdictions that may not yield significant revenue. Nevada, Delaware and New Jersey are the only U.S. jurisdictions that have enacted legislation legalizing online real money gaming. Both Nevada and Delaware are relatively small jurisdictions in terms of population compared to the rest of the United States and there may be significant competition for online real money gaming in these jurisdictions, and as a result, CIE may not be able to obtain a significant amount of revenue in these jurisdictions. Individuals may seek to participate in online real money gaming in jurisdictions where it is illegal. If CIE is unsuccessful in blocking such individuals, CIE may suffer legal penalties or an impairment of its ability to offer online real money gaming in general. Individuals in jurisdictions in which online real money gaming is illegal may nonetheless seek to engage CIE's online real money gaming offerings. While CIE will take steps to block access by individuals in such jurisdictions, those steps may be unsuccessful. In the event that individuals in jurisdictions in which online real money gaming is illegal engage CIE's online real money gaming offerings, CIE may be subject to criminal sanctions, regulatory penalties, the loss of existing or future licenses necessary to offer online real money gaming or other legal liabilities, any one of which could have a material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and operating results. For example, gambling laws and regulations in many jurisdictions require gaming industry participants to maintain strict compliance with various laws and regulations. If CIE is unsuccessful in blocking access to its online real money gaming offerings by individuals in a jurisdiction where such offerings are illegal, CIE could lose or be prevented from obtaining a license necessary to offer online real money gaming in a jurisdiction in which such offerings are legal and CGP LLC's other gaming licenses may be materially impacted. Social and mobile games may become subject to regulation or prohibition in certain jurisdictions, which could increase CIE's compliance costs or limit the number of jurisdictions in which CIE is able to offer social and mobile games. Certain jurisdictions may seek to regulate or ban social and mobile games. For example, the UK Gambling Commission publicly indicated that it will consider whether to regulate social and mobile games in the future after considering the issues of consumer protection. Under recent proposed legislation in Australia, certain online social games with a paid-for element would fall under the Interactive Gambling Act, and by being considered gambling would be at risk of outright ban. Thus far, in considering whether regulation or restriction is necessary, most jurisdictions have been interested in understanding the games and whether they constitute gambling under their laws or otherwise require regulation to protect the consumer. If the UK, Australia, or another jurisdiction important to CIE's social and mobile games business bans, regulates or restricts the business, it could have material impacts on how CGP LLC markets its product, on the cost associated with compliance with such regulation or, depending on the nature of the regulation, CIE could be prohibited from providing social and mobile games, all of which could have material adverse impacts on CIE's, and therefore CGP LLC's, business, financial condition and operating results. CIE is dependent on a small number of third parties for its online real money gaming platforms. CIE contracts with a small number of third-party partners to develop, launch, maintain and operate its software platforms for online real money gaming, including its relationship with 888 and NYX Gaming. In addition, CIE enters into license agreements and pays license fees for certain intellectual property rights for the development, launch, maintenance and operation of CIE's real money gaming services. If, in the future, these third parties choose not to provide such services or licenses to CIE on terms acceptable to it, CIE will have to seek alternative means of securing comparable services or licenses, which may be on terms that are not as favorable as the current terms. With respect to CIE's platforms for online real money gaming, the termination of these services or licenses by any of these third parties could delay the launch of CIE's real money online poker operations in the United States if such operations are legalized. For example, if CIE's agreement with 888 related to online gaming services in the United States were to be breached, CIE would not be able to offer online poker in Nevada and/or New Jersey. The occurrence of such events could have a material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and operating results. Changes in U.S. tax laws, the enactment of future legislation implementing changes in the U.S. taxation of international business activities, a change in the application of the tax laws of various jurisdictions or the adoption of other tax reform policies could materially impact CIE's financial position and results of operations. Changes to U.S. tax laws, including limitations on the ability of taxpayers to claim and utilize foreign tax credits and the deferral of certain tax deductions until earnings outside of the United States are repatriated to the United States, as well as changes to U.S. tax laws that may be enacted in the future, could impact the tax treatment of CIE's foreign earnings. The Obama administration has made public statements indicating that it has made international tax reform a priority, and key members of the U.S. Congress have conducted hearings and proposed legislation in the past that addresses several international tax issues. Due to the large and expanding scale of CIE's international business activities, any changes in the U.S. taxation of such activities may increase CIE's worldwide effective tax rate and harm CIE's, and therefore CGP LLC's, financial position and results of 39

operations. Additionally, any increase or changes in taxes in other countries where CIE has significant operations, such as Israel, could harm CIE's, and therefore CGP LLC's, financial position and results of operations. Moreover, CIE's corporate structure and intercompany arrangements, including the manner in which CIE develops and uses its intellectual property and the transfer pricing of its intercompany transactions, are intended to provide CIE worldwide tax efficiencies. The application of the tax laws of various jurisdictions, including the United States, to CIE's international business activities is subject to interpretation and depends on CIE's ability to operate its business in a manner consistent with its corporate structure and intercompany arrangements. The taxing authorities of the jurisdictions in which CIE operates may challenge CIE's methodologies for valuing developed technology or intercompany arrangements, including CIE's transfer pricing, or determine that the manner in which CIE operates its business is not consistent with the manner in which CIE reports its income to the jurisdictions, which could increase CIE's worldwide effective tax rate and harm its, and therefore CGP LLC's, financial position and results of operations. CIE is no longer a member of Caesars Entertainment ' s consolidated group for U.S. federal income tax purposes, which will trigger intercompany gains between CIE and Caesars Entertainment or other members of Caesars Entertainment ' s consolidated group. CIE could be liable for taxes owed by Caesars Entertainment for periods prior to the date CIE became deconsolidated including with respect to the intercompany gains. Caesars Entertainment no longer owns 80% or more of the common stock of CIE, and therefore, under U.S. federal income tax laws, CIE ceased to be a member of Caesars Entertainment's consolidated group for U.S. federal income tax purposes. The triggering of deferred intercompany gains between CIE and Caesars Entertainment or other members of Caesars Entertainment's consolidated group resulted in the realization of a gain for Caesars Entertainment with respect to the WSOP assets that CIE acquired from CEOC and its subsidiaries. After its deconsolidation from Caesars Entertainment's consolidated group, CIE is the parent of a new consolidated group for U.S. federal income tax purposes. Pursuant to the terms of the tax matters agreement between CIE and Caesars Entertainment (the "Tax Matters Agreement"), however, CIE may be required to make payments to Caesars Entertainment in respect of taxes owed by Caesars Entertainment for periods prior to the date CIE became deconsolidated. In addition, under U.S. federal income tax laws, each member of a consolidated group is liable for the consolidated group's entire tax obligation. Therefore, to the extent that Caesars Entertainment, or other members of Caesars Entertainment's consolidated group, fail to make any U.S. federal income tax payments required by law attributable to periods during which CIE was a member of Caesars Entertainment's consolidated group, CIE could be liable for the shortfall. Similar principles may apply for foreign, state or local income tax purposes where CIE filed combined, consolidated or unitary returns with Caesars Entertainment or its subsidiaries for foreign, state or local income tax purposes. Risks Related to Our Class A Common Stock Caesars Entertainment's call right on our Class A common stock may result in you being forced to sell our Class A common stock at a disadvantageous time and will cause you to own stock of Caesars Entertainment. This call right may not occur at all due to the discretion of Caesars Entertainment or the inability of Caesars Entertainment to meet the conditions required to exercise such right. After October 21, 2016, Caesars Entertainment will have the right, which it may assign to any of its affiliates or to any transferee of all non-voting units of CGP LLC held by Caesars Entertainment, to acquire all or a portion of the voting units of CGP LLC (or, at our option, shares of CAC's Class A common stock) not otherwise owned by Caesars Entertainment at such time. As a result, you may be forced to sell your shares of CAC's Class A common stock on little notice and at a value that may cause you to realize a loss. The exercise of this right by Caesars Entertainment will result in you receiving consideration entirely or partly in the form of stock of Caesars Entertainment, which may be a tax-free reorganization for U.S. federal income tax purposes in certain circ*mstances. If the exchange is not a tax-free reorganization, you may recognize gain or loss for U.S. federal income tax purposes on such exchange depending on the amount of cash and the value of the stock of Caesars Entertainment you receive in such exchange and the adjusted tax basis of your shares of CAC's Class A common stock. There can be no assurances that the stock of Caesars Entertainment will maintain its value from the time of Caesars Entertainment's exercise of the call right or be part of an active trading market. As a consequence, you may be forced to dispose of the stock of Caesars Entertainment at a great loss. In addition, Caesars Entertainment may exercise the call right in its sole discretion, subject to meeting certain conditions, or Caesars Entertainment may decide to not exercise the call right for any reason whatsoever. Moreover, if Caesars Entertainment does not meet certain liquidity requirements, debt leverage ratio and other requirements, it will be unable to exercise the call right. The uncertainty as to the timing of the exercise of the call right, if at all, by Caesars Entertainment may adversely affect the trading value of our stock. See Item 13. Certain Relationships and Related Transactions, and Director Independence . 40

CGP LLC is required to be liquidated on April 21, 2022, which may result in you receiving less than the full value of your Class A common stock. Following October 21, 2018 and until April 21, 2022, our Board will have the right to cause a liquidation of CGP LLC, including the sale or winding up of CGP LLC or other monetization of all of its assets. On April 21, 2022 (unless otherwise agreed by Caesars Entertainment and CAC), if our Board has not previously exercised its liquidation right, CGP LLC shall, and our Board shall cause CGP LLC to, effect a liquidation. Because the liquidation will occur on a set schedule, it is possible that regulations or market factors at the time of liquidation may impede the ability to liquidate the assets of CGP LLC. If CGP LLC is unable to liquidate portions of its assets, proceeds from the liquidation will be negatively impacted. Moreover, the forced liquidation does not preserve the flexibility to maximize the value of CGP LLC's assets in a sale by waiting for an advantageous time. In addition, CAC's allocable portion of the gain (if any) on the liquidation of the assets of CGP LLC will generally be subject to U.S. federal income tax at the regular corporate rate. As a result, you may receive less than the full value of your Class A common stock should liquidation occur on April 21, 2022. An active trading market for our Class A common stock may not develop. Prior to the closing of the Rights Offering and our listing on the NASDAQ Global Select market on November 19, 2013, there had not been a public market for our Class A common stock. We cannot predict the extent to which investor interest in us will lead to the development of an active trading market or how liquid that market might become. The Sponsors own approximately 65.6% of our Class A common stock and while the shares are eligible for resale, currently such shares are not available for the public market. As a result, our shares may be less liquid than the shares of other newly public companies or other public companies generally and there may be imbalances between supply and demand for our shares. As a result, our share price may experience significant volatility and may not necessarily reflect the value of our expected performance. If an active trading market does not develop, you may have difficulty selling any of our common stock that you buy. Consequently, you may not be able to sell our Class A common stock at prices equal to or greater than the price you paid. Future sales or the possibility of future sales of a substantial amount of our Class A common stock may depress the price of shares of our Class A common stock. Future sales or the availability for sale of substantial amounts of our Class A common stock in the public market could adversely affect the prevailing market price of our Class A common stock and could impair our ability to raise capital through future sales of equity securities. All of the outstanding shares of our Class A common stock are eligible for resale under Rule 144 or Rule 701 of the Securities Act, subject to volume limitations, applicable holding period requirements and the lock-up agreements or other contractual restrictions related to certain of our stockholders. We cannot predict the size of future issuances of our Class A common stock or other securities or the effect, if any, that future issuances and sales of our Class A common stock or other securities, including future sales by Caesars Entertainment, will have on the market price of our Class A common stock. Sales of substantial amounts of Class A common stock (including shares of Class A common stock issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices for our Class A common stock. The price and trading volume of our Class A common stock may fluctuate significantly, and you could lose all or part of your investment. The market price of our Class A common stock may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume of our Class A common stock may fluctuate and cause significant price variations to occur. Volatility in the market price of our Class A common stock may prevent you from being able to sell your shares at or above the price you paid for your shares of Class A common stock. The market price for our Class A common stock could fluctuate significantly for various reasons, including: •

our operating and financial performance and prospects;

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news and events regarding CEOC's bankruptcy and negotiations with its creditors;

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the outcome of litigation against CEC and its affiliates;

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our quarterly or annual earnings or those of other companies in our industry;

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conditions that impact demand for the products and services of CGP LLC's businesses;

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the public's reaction to our press releases, other public announcements and filings with the SEC;

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changes in earnings estimates or recommendations by securities analysts who track our Class A common stock;

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market and industry perception of our success, or lack thereof, in pursuing our growth strategy; 41

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strategic actions by us or our competitors, such as acquisitions or restructurings;

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changes in government and environmental regulation, including gaming taxes;

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changes in accounting standards, policies, guidance, interpretations or principles;

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arrival and departure of key personnel;

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the small percentage of our shares that are publicly traded;

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changes in our capital structure;

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increases in market interests rates that would decrease the value of CGP LLC's fixed-rate securities;

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changes in the stock price of, or a restructuring of, Caesars Entertainment;

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sales of Class A common stock by us or affiliates of the Sponsors;

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the expiration of contractual lock-up agreements; and

•

changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.

In addition, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in the gaming, lodging, hospitality and entertainment industries. The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our Class A common stock could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce our share price. The bonds of CEOC and other fixed rate securities we hold are sensitive to fluctuations in interest rates and would decrease in value if the interest rate increases. As of December 31, 2015 , CAC held approximately $290 million in aggregate principal amount of the CEOC Notes with fixed rates of interest. Fixed rate securities are sensitive to fluctuations in market interest rates and if interest rates increase, the fixed rate securities held by CAC will decrease in value. Currently, market interest rates have been at record low rates. Accordingly, an increase in market interest rates from current levels could cause the value of the fixed rate securities to decrease significantly. We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets which could negatively affect our future profits. We review our goodwill, intangible assets and long-lived assets on an annual basis and during interim reporting periods in accordance with the authoritative guidance. Significant negative trends, reduced estimates of future cash flows, disruptions to our business, slower growth rates or lack of growth have resulted in write-downs and impairment charges in the past and, if one or more of such events occurs in the future, additional impairment charges may be required in future periods. If we are required to record additional impairment charges, this could have a material adverse impact on our consolidated results of operations. Hamlet Holdings controls us and their interests may conflict with or differ from your interests as a stockholder. Hamlet Holdings beneficially owns approximately 65.6% of our Class A common stock. Hamlet Holdings has the power to control our Board. Moreover, Hamlet Holdings has the ability to vote on any transaction that requires the approval of our Board or our stockholders, including the approval of significant corporate transactions such as mergers and the sale of substantially all of our assets. In addition, Hamlet Holdings, the members of which are comprised of individuals affiliated with Apollo and TPG, as of the date hereof beneficially owned a majority of Caesars Entertainment's common stock pursuant to an irrevocable proxy providing Hamlet Holdings with sole voting and sole dispositive power over those shares, which gives them power to elect all of Caesars Entertainment's directors. As a result, even though an independent committee of the Board of Caesars Entertainment may make decisions with regard to development opportunities for CGP LLC, Hamlet Holdings is in a position to exert a significant influence over both of CAC and Caesars Entertainment and the direction of their business and operations. The interests of Hamlet Holdings and the Sponsors could conflict with or differ from the interests of holders of our Class A common stock. Affiliates of the Sponsors are in the business of making or advising on investments in companies they hold, and may from time to time in the future acquire interests in or provide advice to businesses that directly or indirectly compete with certain portions of our business or are suppliers or customers of ours or may pursue acquisitions that may be complementary to our business, in which case and, as a result, those acquisition opportunities may not be available to us. The concentration of ownership held by Hamlet Holdings could delay, defer or prevent a change of control of us or impede a merger, takeover or other business combination which another stockholder may otherwise view favorably. In addition, 42

a sale of a substantial number of shares of stock in the future by Hamlet Holdings could cause our stock price to decline. So long as Hamlet Holdings continues to beneficially own a significant amount of the outstanding shares of our Class A common stock, Hamlet Holdings will continue to be able to strongly influence or effectively control our decisions. Our stockholders are subject to extensive governmental regulation and if a stockholder is found unsuitable by the gaming authority, that stockholder would not be able to beneficially own our Class A common stock directly or indirectly and we will have the right to redeem the Class A common stock of such disqualified holder. In many jurisdictions, gaming laws can require any of our stockholders to file an application, be investigated and qualify or have his, her or its suitability determined by gaming authorities. Gaming authorities have very broad discretion in determining whether an applicant should be deemed suitable. Subject to certain administrative proceeding requirements, the gaming regulators have the authority to deny any application or limit, condition, restrict, revoke or suspend any license, registration, finding of suitability or approval, or fine any person licensed, registered or found suitable or approved, for any cause deemed reasonable by the gaming authorities. For additional information on the criteria used in making determinations regarding suitability, see " Gaming Regulation Overview " in Exhibit 99.2 of this annual report. For example, under Nevada gaming laws, each person who acquires, directly or indirectly, beneficial ownership of any voting security, or beneficial or record ownership of any non-voting security or any debt security, in a public corporation which is registered with the Nevada Gaming Commission, or the Gaming Commission, may be required to be found suitable if the Gaming Commission has reason to believe that his or her acquisition of that ownership, or his or her continued ownership in general, would be inconsistent with the declared public policy of Nevada, in the sole discretion of the Gaming Commission. Any person required by the Gaming Commission to be found suitable shall apply for a finding of suitability within 30 days after the Gaming Commission's request that he or she should do so and, together with his or her application for suitability, deposit with the GCB a sum of money which, in the sole discretion of the Control Board, will be adequate to pay the anticipated costs and charges incurred in the investigation and processing of that application for suitability, and deposit such additional sums as are required by the Control Board to pay final costs and charges. Furthermore, any person required by a gaming authority to be found suitable, who is found unsuitable by the gaming authority, may not hold directly or indirectly the beneficial ownership of any voting security or the beneficial or record ownership of any non-voting security or any debt security of any public corporation which is registered with the gaming authority beyond the time prescribed by the gaming authority. Such a finding could result in an owner of our securities being required to dispose of their securities at prices less than the price paid for such securities. A violation of the foregoing may constitute a criminal offense. A finding of unsuitability by a particular gaming authority impacts that person's ability to associate or affiliate with gaming licensees in that particular jurisdiction and could impact the person's ability to associate or affiliate with gaming licensees in other jurisdictions. The Certificate of Incorporation contains provisions establishing the right to redeem our Class A common stock held by disqualified holders if such holder is determined by any gaming regulatory agency to be unsuitable. Many jurisdictions also require any person who acquires beneficial ownership of more than a certain percentage of voting securities of a gaming company and, in some jurisdictions, non-voting securities, typically 5% , to report the acquisition to gaming authorities, and gaming authorities may require such holders to apply for qualification or a finding of suitability, subject to limited exceptions for "institutional investors" that hold a company's voting securities for investment purposes only. Under Maryland gaming laws, we may not sell or otherwise transfer more than 5% of the legal or beneficial interest in Horseshoe Baltimore without the approval of the Maryland Lottery and Gaming Control Commission, or the Maryland Commission, after the Maryland Commission determines that the transferee is qualified or grants the transferee an institutional investor waiver. Some jurisdictions may also limit the number of gaming licenses in which a person may hold an ownership or a controlling interest and in Maryland an individual or business entity may not own an interest in more than one video lottery facility. It is unclear whether and to what extent such prohibitions will apply to online real money gaming operations when and if such operations become legal in U.S. jurisdictions other than Nevada, New Jersey, and Delaware. Your percentage ownership in us may be diluted in the future. Your percentage ownership in CAC may be diluted in the future because of equity awards that may be granted to our directors, officers, employees and service providers in the future. We may decide to establish equity incentive plans that will provide for the grant of common stock-based equity awards to our directors, officers, employees and service providers. In addition, we may issue equity in order to raise capital or in connection with future acquisitions and strategic investments, which would dilute your percentage ownership. Because we do not anticipate paying dividends on our Class A common stock in the foreseeable future, you should not expect to receive dividends on shares of our Class A common stock. We have no present plans to pay cash dividends to our stockholders and, for the foreseeable future, intend to retain all of our earnings for use in our business. The declaration of any future dividends by us is within the discretion of our Board and 43

will be dependent on our earnings, financial condition and capital requirements, as well as any other factors deemed relevant by our Board. We are a parent company and our primary source of cash is and will be distributions from CGP LLC. We are a parent company with limited business operations of our own. Our main asset is our units in CGP LLC. Accordingly, our primary sources of cash are dividends and distributions with respect to our ownership interests in CGP LLC. CGP LLC might not generate sufficient earnings and cash flow to pay dividends or distributions in the future. We are a "controlled company" within the meaning of the NASDAQ Marketplace rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. Hamlet Holdings controls a majority of our voting Class A common stock. As a result, we are a "controlled company" within the meaning of the NASDAQ corporate governance standards. Under the NASDAQ Marketplace rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and we have elected not to comply with certain NASDAQ corporate governance requirements, including: •

the requirement that a majority of the Board consists of independent directors;

•

the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors;

•

the requirement that we have a compensation committee that is composed entirely of independent directors; and

•

the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.

As a result of these exemptions, we do not have a majority of independent directors nor will our nominating and corporate governance and compensation committees consist entirely of independent directors, and we are not required to have an annual performance evaluation of the nominating and corporate governance and compensation committees. Accordingly, a holder of our Class A common stock will not have the same protections afforded to stockholders of companies that are subject to all of the NASDAQ corporate governance requirements. Our bylaws and certificate of incorporation contain provisions that could discourage another company from acquiring us and may prevent attempts by our stockholders to replace or remove our current management. Provisions of our bylaws and our certificate of incorporation may delay or prevent a merger or acquisition that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace or remove our directors. These provisions include: •

establishing a classified board of directors;

•

establishing limitations on the removal of directors;

•

permitting only an affirmative vote of at least two-thirds of the Board to fix the number of directors;

•

prohibiting cumulative voting in the election of directors;

•

empowering only the board of directors to fill any vacancy on the board of directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise;

•

eliminating the ability of stockholders to call special meetings of stockholders;

•

prohibiting stockholders from acting by written consent if the Company ceases to be a "controlled company" under the NASDAQ Marketplace rules; and

•

establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings.

Together, these charter and statutory provisions could make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our common stock. Furthermore, the existence of the foregoing provisions, as well as the significant Class A Common Stock controlled by Hamlet Holdings, could limit the price that investors might be willing to pay in the future for shares of our Class A Common Stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that you could receive a premium for your Class A Common Stock in an acquisition. 44

We are an "emerging growth company" and our possible election to delay adoption of new or revised accounting standards applicable to public companies may result in our financial statements not being comparable to those of other public companies. As a result of this and other reduced disclosure requirements applicable to emerging growth companies, our Class A common stock may be less attractive to investors. We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies," including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards such that an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to delay such adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to the financial statements of other public companies. We may take advantage of these reporting exemptions until we are no longer an "emerging growth company." We will remain an "emerging growth company" until the earliest to occur of (i) the last day of the fiscal year during which our total annual gross revenues equal or exceed $1.0 billion , (ii) the last day of the fiscal year following the fifth anniversary of our initial public offering, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt or (iv) the date on which we are deemed a "large accelerated filer" under Rule 12b-2 of the Exchange Act. We cannot predict if investors will find our Class A common stock less attractive because we will rely on certain of these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile. As a result of our becoming a company with publicly traded common stock, our expenses and administrative burden increased and will likely further increase particularly after we are no longer an "emerging growth company" as defined in the JOBS Act. As a company with publicly traded common stock, we incur legal, accounting and other expenses that we did not incur as a company without a publicly traded equity security. In addition, our administrative staff is required to perform additional tasks. For example, we need to create or revise the roles and duties of our Board committees and retain a transfer agent. We are also required to hold an annual meeting for our stockholders, which will require us to expend resources to prepare, print and mail a proxy statement relating to the annual meeting. In addition, changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act and related regulations implemented by the SEC and the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank"), which amended the Sarbanes-Oxley Act, among other federal laws, are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. Dodd-Frank, signed into law on July 21, 2010, effects comprehensive changes to the regulation of financial services in the United States and will subject us to additional federal regulation. We cannot predict with any certainty the requirements of the regulations ultimately adopted or how Dodd-Frank and such regulations will impact the cost of compliance for a company with publicly traded common stock. We are currently evaluating and monitoring developments with respect to Dodd-Frank and other new and proposed rules and cannot predict or estimate the amount of the additional costs we may incur or the timing of such costs. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management's time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed. We also expect that being a company with publicly traded common stock, these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our Board, particularly to serve on our audit committee, and qualified executive officers. 45

As discussed elsewhere in this Form 10-K, as an "emerging growth company" as defined in the JOBS Act, we may take advantage of certain temporary exemptions from various reporting requirements, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. When these exemptions cease to apply, we expect to incur additional expenses and devote increased management effort toward ensuring compliance with them. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs.

CAUTIONARY STATEMENT PURSUANT TO THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This Form 10-K contains or may contain "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as "may," "will," "project," "might," "expect," "believe," "anticipate," "intend," "could," "would," "estimate," "continue," or "pursue," or the negative of these words or other words or expressions of similar meaning that may identify forward-looking statements and are found at various places throughout this Form 10-K. These forward-looking statements, including, without limitation, those relating to future actions, new projects, strategies, future performance, the outcome of contingencies such as legal proceedings, and future financial results, wherever they occur in this Form 10-K, are based on our current expectations about future events and are estimates reflecting the best judgment of CAC and CGP LLC's management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Investors are cautioned that forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of CAC and CGP LLC may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the following factors, as well as other factors described from time to time in the Company's reports filed with the Securities and Exchange Commission (including the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein): •

CAC and CGP LLC's dependence on Caesars Entertainment and its subsidiaries (including CES) to provide support and services, as well as CGP LLC's dependence on Caesars Entertainment's and CES' senior management's expertise and its participation in Caesars Entertainment's Total Rewards loyalty program;

•

the effects of a default by Caesars Entertainment or CEOC on certain debt obligations;

•

Caesars Entertainment's interests may conflict with CAC and CGP LLC's interests and Caesars Entertainment may possibly keep all potential development opportunities for itself;

•

the adverse effects due to the bankruptcy filing of CEOC and certain of its subsidiaries;

•

the effects if a third-party successfully challenges Caesars Entertainment or its affiliates' ownership of, or right to use, the intellectual property owned or used by subsidiaries of Caesars Entertainment, which CIE and CGP LLC license for use in its businesses;

•

CIE's reliance on subsidiaries of Caesars Entertainment to obtain online gaming licenses in certain jurisdictions, such as New Jersey;

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the difficulty of operating CGP LLC's business separately from Caesars Entertainment and managing that process effectively could take up a significant amount of management's time;

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CGP LLC's business model and short operating history;

•

CGP LLC's ability to realize the anticipated benefits of current or potential future acquisitions, and the ability to timely and cost-effectively integrate assets and companies that CGP LLC acquires into its operations;

•

the effects of any lawsuits against CAC, CGP LLC or CGPH related to the Transactions, the Merger Transaction and the Asset Purchase Transactions;

•

the Proposed Merger may not be consummated on the terms contemplated or at all;

•

the adverse effects if extensive governmental regulation and taxation policies, which are applicable to CGP LLC, are enforced; 46

•

the effects of local and national economic, credit and capital market conditions on the economy in general, and on the gaming industry in particular;

•

the sensitivity of CGP LLC's business to reductions in discretionary consumer spending;

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the rapidly growing and changing industry in which CGP LLC operates, such as CIE's social and mobile games business and internet gaming business;

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any failure to protect CGP LLC's trademarks or other intellectual property, such as CIE's ownership of the WSOP trademark;

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abnormal gaming holds ("gaming hold" is the amount of money that is retained by the casino from wagers by customers);

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the effects of competition, including locations of competitors and operating and market competition, particularly the intense competition CGP LLC's casino properties face in their respective markets;

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the uncertainty surrounding whether CIE's games, such as Slotomania , will retain their popularity;

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CIE's reliance on a small portion of its total players for nearly all of its revenue from its social and mobile games;

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CAC's ability to expand into international markets in light of additional business, regulatory, operational, financial and economic risks associated with such expansion;

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evolving regulations concerning the social and mobile games industry as well as data privacy, including, but not limited to, the effect of U.S. and foreign laws, some of which are unsettled and still developing;

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the low barriers to entry and intense competition of the social and mobile games industry could have adverse effects on CIE and CGP LLC;

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evolving U.S. and foreign laws could subject CIE to claims and prevent CIE from providing its current games to players or the ability to modify its games;

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the effect on CGP LLC's business strategy if online real money gaming is not legalized in states other than Delaware, Nevada or New Jersey in the United States, is legalized in an unfavorable manner or is banned in the United States;

•

political and economic uncertainty created by terrorist attacks and other acts of war or hostility; and

•

the other factors set forth under "Risk Factors."

Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. CAC and CGP LLC disclaim any obligation to update the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated or, if no date is stated, as of the date of this Form 10-K. Item 1B. Unresolved Staff Comments None. 47

Item 2. Properties The following table sets forth information about our portfolio of casino properties, each of which is more fully described in Item 1. Business , and Social and Mobile Casino Gaming Studio space as of December 31, 2015 : Summary of Property Information Casino Space – Sq. Ft. Property Planet Hollywood Resort & Casino The Cromwell The LINQ Hotel & Casino (2) Bally's Las Vegas Harrah's New Orleans Horseshoe Baltimore Hot Spot Oasis

Hotel Rooms & Suites

Location

Type of Casino

(1)

Slot Machines (1)

Table Games (1)

(1)

Las Vegas, NV

Land-based

64,500

1,090

110

2,500

Las Vegas, NV

Land-based

40,000

410

188

Las Vegas, NV

Land-based

62,200

780

2,250

Las Vegas, NV

Land-based

66,200

1,000

2,810

New Orleans, LA

Land-based

125,100

1,720

150

450

Baltimore, MD

Land-based

122,000

2,200

180

—

Las Vegas, NV

Land-based

1,000

—

_________________________

(1) (2)

Approximate. Includes Strip-front property leased by an affiliate of Caesars Entertainment to The LINQ Hotel & Casino.

CAC and CGP LLC use space in the corporate offices of CEOC for their corporate headquarters pursuant to a management services agreement with Caesars Entertainment. CAC and CGP LLC also lease office space in Santa Monica, California used for corporate functions. We believe the space available for CAC and CGP LLC's businesses are adequate for their current needs. CAC and CGP LLC and its businesses will add new facilities and expand their existing facilities as they add employees and expand their markets, and we believe that suitable additional or substitute space will be available as needed to accommodate any such expansion of CGP LLC's operations. CIE uses space in the corporate offices of CEOC for its corporate headquarters pursuant to a shared services agreement with Caesars Entertainment. CIE has studio and research and development locations throughout the United States, Israel, Canada, Ukraine, Romania, Argentina and Belarus. For greater detail on the properties, see Item 1. Business . Item 3. Legal Proceedings From time to time, CAC, Predecessor Growth Partners or CGP LLC may be subject to legal proceedings and claims in the ordinary course of business. Horseshoe Baltimore Multiple lawsuits have been filed against CBAC Gaming and CBAC Borrower, LLC ("CBAC Borrower"), the City of Baltimore, the Maryland Department of the Environment ("MDE") and other parties in relation to the location and the development of Horseshoe Baltimore. These cases allege violations of various environmental laws, violations of zoning laws and public nuisance, among other claims. In November 2012, the MDE granted approval of the Maryland Joint Venture's amended response action plan ("RAP") under MDE's Voluntary Cleanup Program that named the Maryland Joint Venture, rather than the City of Baltimore, as the party that will implement the RAP and redevelop the location of Horseshoe Baltimore. On February 20, 2013, a group of local residents working with the non-profit Inner Harbor Stewardship Foundation (the "Foundation") filed a complaint in the Maryland Circuit Court challenging the legality of the MDE's approval of the amended RAP. In the case, known as Ruth Sherrill, et al. v. State of Maryland Department of the Environment, et al., the plaintiffs claimed that the amended RAP was approved without complying with the public notice and participation requirements of Maryland law. The plaintiffs sought additional public notice and participation, and to obtain an injunction on, among other things, any construction activities at the site pending the resolution of the case. On March 14, 2013, the court denied the plaintiffs' motion for a Temporary Restraining Order and Preliminary Injunction ("TRO"). The plaintiffs' appeal of the TRO ruling was dismissed. On April 22, 2013, the plaintiffs filed an amended complaint adding a public nuisance claim to their original complaint. The defendants filed motions to dismiss the plaintiffs' amended complaint and a hearing was held on June 14, 2013. The amended complaint was dismissed on November 6, 2013. The plaintiffs filed a notice of appeal on December 6, 2013 and oral argument occurred on October 3, 2014. The Court of Special Appeals affirmed the dismissal on February 16, 2016. The time for Appellants to petition the Maryland Court of Appeals for a writ of certiorari has not yet elapsed. 48

The plaintiffs issued a notice of intent to file a citizen suit under 42 U.S.C. §§ 6972(a)(1)(A) and (a)(1)(B) of the Resource Conservation and Recovery Act. This notice of intent indicated an intention to sue CBAC, the City of Baltimore, Whiting-Turner, the general contractor for the construction of the Horseshoe Baltimore Casino, and the Maryland Chemical Company, the former owner and operator of the site. The citizen suit was filed on September 19, 2013 but did not name Whiting-Turner. The defendants filed motions to dismiss on October 15, 2013 for lack of subject matter jurisdiction and failure to state a claim to which plaintiffs responded on November 1, 2013. The motions to dismiss were granted on July 16, 2014. An appeal was noted on August 13, 2014. Oral argument before the 4th Circuit occurred on March 25, 2015. On July 1, 2015, the U.S. Court of Appeals for the Fourth Circuit reversed the motion to dismiss and remanded the matter back to the District Court. Discovery has now commenced. The decision of the Board of Municipal Zoning Appeals to grant variances for the site for Horseshoe Baltimore was appealed by separate parties on the basis of alleged procedural irregularities. The appeals were dismissed for lack of standing on October 11, 2013 and no appeal of that decision was timely filed. On August 1, 2013, ten individuals claiming to represent a class of similarly situated individuals filed a complaint in the U.S. District Court for the Northern District of Maryland against the Maryland Department of the Environment, the City of Baltimore, the U.S. Environmental Protection Agency, CBAC Gaming, Whiting-Turner Contracting Company and Urban Green Environmental, LLC. The 11 count complaint alleged that the RAP for the location of Horseshoe Baltimore is inadequate and approved without appropriate public participation. The plaintiffs seek declaratory and injunctive relief, compensatory and punitive damages, and claim violations of civil rights laws and the Clean Water Act, civil conspiracy, and a variety of torts. The plaintiffs also sought a temporary restraining order, which the District Court denied on August 9, 2013. The plaintiffs amended their complaint on November 15, 2013 and again on December 26, 2013, adding 44 new plaintiffs and naming MDE, the Secretary of MDE, the City of Baltimore, the Mayor of the City of Baltimore, the Baltimore Development Corporation, and CBAC Gaming and CBAC Borrower as defendants. The defendants filed motions to dismiss on January 27, 2014 and the plaintiffs filed their oppositions on February 28, 2014. The case was dismissed on May 16, 2014 and no appeal was filed. From time to time, the City of Baltimore may be subject to legal proceedings asserting claims related to the site. CBAC, Predecessor Growth Partners and CGP LLC have not been named as parties to these proceedings. Four residents of Baltimore City and County issued a notice of intent to file a citizen suit under 33 U.S.C. § 1365(b) of the Clean Water Act against the City of Baltimore as owner of the site for water pollution alleged to originate there. A lawsuit was filed on behalf of two of the residents on July 2, 2013. The City of Baltimore moved to dismiss the complaint on August 28, 2013. One of the plaintiffs withdrew from the case on October 10, 2013. The U.S. District Court for the District of Maryland dismissed the case without prejudice on January 7, 2014 for lack of standing. Two residents of Baltimore City filed suit on May 20, 2013 against the City of Baltimore, as owner of the site, alleging that the City of Baltimore was in violation of Maryland water pollution laws as a result of groundwater contamination alleged to be migrating from the site. The City of Baltimore was served with the complaint on June 12, 2013. An amended complaint was filed on July 19, 2013, which the City of Baltimore moved to dismiss on August 6, 2013. The plaintiffs dismissed the complaint without prejudice on September 12, 2013. CAC and CGP LLC believe that the claims and demands described above against CBAC and CBAC Gaming are without merit and intend to defend themselves vigorously. At the present time, CAC and CGP LLC believe it is not probable that a material loss will result from the outcome of these matters. CAC and CGP LLC cannot provide assurance as to the outcome of these matters or of the range of reasonably possible losses should these matters ultimately be resolved against CAC and CGP LLC, due to the inherent uncertainty of litigation and, in some cases, the stage of the related litigation. Although CAC and CGP LLC believe that they have adequate defenses to these claims, an adverse judgment could result in additional costs or injunctions. CAC-CEC Proposed Merger On December 30, 2014, Nicholas Koskie, on behalf of himself and, he alleges, all others similarly situated, filed a lawsuit (the "Nevada Lawsuit") in the Clark County District Court in the State of Nevada against CAC, CEC and members of the CAC board of directors Marc Beilinson, Philip Erlanger, Dhiren Fonseca, Don Kornstein, Karl Peterson, Marc Rowan, and David Sambur (the individual defendants collectively, the "CAC Directors"). The Nevada Lawsuit alleges claims for breach of fiduciary duty against the CAC Directors and aiding and abetting breach of fiduciary duty against CAC and CEC. It seeks (1) a declaration that the claim for breach of fiduciary duty is a proper class action claim; (2) to order the CAC Directors to fulfill their fiduciary duties to CAC in connection with the Proposed Merger, specifically by announcing their intention to (a) cooperate with bona fide interested parties proposing alternative transactions, (b) ensure that no conflicts exist between the CAC Directors' personal interests and their fiduciary duties to maximize shareholder value in the Proposed Merger, or resolve all such conflicts in favor of the latter, and (c) act independently to protect the interests of the shareholders; (3) to order the CAC Directors to account for all damages suffered or to be suffered by the plaintiff and the putative class as a result of the Proposed Merger; and (4) to award the plaintiff for his costs and attorneys' fees. It is unclear whether the Nevada Lawsuit also seeks to enjoin the 49

Proposed Merger. CAC and the CAC Directors believe this lawsuit is without merit and will defend themselves vigorously. The deadline to respond to the Nevada Lawsuit has been indefinitely extended by agreement of the parties. On April 20, 2015, CAC received a demand for production of CAC's books and records pursuant to Section 220 of the Delaware General Corporation Law on behalf of a purported stockholder. The alleged purpose of the demand is to investigate potential misconduct and breaches of fiduciary duties by CAC's directors and explore certain remedial measures in connection with the Proposed Merger. After exchanging correspondence with purported shareholder's counsel, CAC began and is currently engaged in producing documents as required by Section 220. We cannot provide assurance as to the outcome of these matters or of the range of reasonably possible losses should these matters ultimately be resolved against us due to the inherent uncertainty of litigation and the stage of the related litigation. CEOC Bondholder Litigation, or Noteholder Disputes On August 4, 2014, Wilmington Savings Fund Society, FSB, solely in its capacity as successor indenture trustee for the 10% Second-Priority Senior Secured Notes due 2018 (the "Notes"), on behalf of itself and, it alleges, derivatively on behalf of CEOC, filed a lawsuit (the "Delaware Second Lien Lawsuit") in the Court of Chancery in the State of Delaware against CEC, CEOC, CGP LLC, CAC, Caesars Entertainment Resort Properties, LLC, Caesars Enterprise Services, LLC, Eric Hession, Gary Loveman, Jeffrey D. Benjamin, David Bonderman, Kelvin L. Davis, Marc C. Rowan, David B. Sambur, and Eric Press. The lawsuit alleges claims for breach of contract, intentional and constructive fraudulent transfer, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, and corporate waste. The lawsuit seeks (1) an award of money damages; (2) to void certain transfers, the earliest of which dates back to 2010; (3) an injunction directing the recipients of the assets in these transactions to return them to CEOC; (4) a declaration that CEC remains liable under the parent guarantee formerly applicable to the Notes; (5) to impose a constructive trust or equitable lien on the transferred assets; and (6) an award to the plaintiffs for their attorneys' fees and costs. The only claims against CAC and CGP LLC are for intentional and constructive fraudulent transfer. CAC and CGP LLC believe this lawsuit is without merit and will defend themselves vigorously. A motion to dismiss this action was filed by CEC and other defendants in September 2014, and the motion was argued in December 2014. During the pendency of its Chapter 11 bankruptcy proceedings, the action has been automatically stayed with respect to CEOC. The motion to dismiss with respect to CEC was denied on March 18, 2015. In a Verified Supplemental Complaint filed on August 3, 2015, the plaintiff stated that due to CEOC's bankruptcy filing, the continuation of all claims was stayed pursuant to the bankruptcy except for Claims II, III, and X. These are claims against CEC only, for breach of contract in respect of the release of the parent guarantee formerly applicable to the Notes, for declaratory relief in respect of the release of this guarantee, and for violations of the Trust Indenture Act in respect of the release of this guarantee. CEC has informed us that fact discovery in the case is substantially complete. No trial date has been set. On September 3, 2014, holders of approximately $21 million of CEOC Senior Unsecured Notes due 2016 and 2017 filed suit in federal district court in United States District Court for the Southern District of New York against CEC and CEOC, claiming broadly that an August 12, 2014 Note Purchase and Support Agreement between CEC and CEOC (on the one hand) and certain other holders of the CEOC Senior Unsecured Notes (on the other hand) impaired their own rights under the Senior Unsecured Notes. The lawsuit seeks both declaratory and monetary relief. On October 2, 2014, other holders of CEOC Senior Unsecured Notes due 2016 purporting to represent a class of all holders of these Notes from August 11, 2014 to the present filed a substantially similar suit in the same court, against the same defendants, relating to the same transactions. Both lawsuits (the "Senior Unsecured Lawsuits") have been assigned to the same judge. The claims against CEOC have been automatically stayed during its Chapter 11 bankruptcy proceedings. The court denied a motion to dismiss both lawsuits with respect to CEC. The parties have completed fact discovery with respect to both plaintiffs' claims against CEC. On October 23, 2015, plaintiffs in the Senior Unsecured Lawsuits moved for partial summary judgment, and on December 29, 2015, those motions were denied. On December 4, 2015, plaintiff in the action brought on behalf of holders of CEOC's 6.50% Senior Unsecured Notes moved for class certification, and under the schedule imposed by the court for this motion, briefing has been completed. These lawsuits are currently scheduled for trial in May 2016. CAC and CGP LLC are not parties to these lawsuits. On November 25, 2014, UMB Bank ("UMB"), as successor indenture trustee for CEOC's 8.5% senior secured notes due 2020, filed a verified complaint (the "Delaware First Lien Lawsuit") in Delaware Chancery Court against CEC, CEOC, CERP, CAC, CGP LLC, CES, and against an individual, and past and present members of the CEC and CEOC Boards of Directors, Gary Loveman, Jeffrey Benjamin, David Bonderman, Kelvin Davis, Eric Press, Marc Rowan, David Sambur, Eric Hession, Donald Colvin, Fred Kleisner, Lynn Swann, Chris Williams, Jeffrey Housenbold, Michael Cohen, Ronen Stauber, and Steven Winograd, alleging generally that defendants have improperly stripped CEOC of prized assets, have wrongfully affected a release of a CEC parental guarantee of CEOC debt and have committed other wrongs. Among other things, UMB Bank has asked the court to appoint a receiver over CEOC. In addition, the Delaware First Lien Lawsuit pleads claims for fraudulent conveyances/transfers, insider preferences, illegal dividends, declaratory judgment (for breach of contract as regards to the parent guarantee and also as to certain covenants in the bond indenture), tortious interference with contract, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, usurpation of corporate opportunities, and unjust enrichment, and seeks monetary and equitable as well as declaratory relief. CAC and CGP LLC believe this lawsuit is without merit and will defend 50

themselves vigorously. All of the defendants have moved to dismiss the lawsuit, and that motion has been fully briefed. In addition, this lawsuit has been automatically stayed with respect to CEOC during the Chapter 11 process and, pursuant to the (a) Fifth Amended and Restated Restructuring Support and Forbearance Agreement dated October 7, 2015, with certain holders of claims in respect of claims under CEOC's first lien notes (the “First Lien Bond RSA”) and (b) Restructuring Support and Forbearance Agreement dated August 21, 2015, with certain holders of claims in respect of claims under CEOC's first lien credit agreement (the “First Lien Bank RSA” and, together with the First Lien Bond RSA, the “RSAs”) , has been subject to a consensual stay for all. The consensual stay will expire upon the termination of the First Lien Bond RSAs. On February 13, 2015, Caesars Entertainment received a Demand For Payment of Guaranteed Obligations (the "February 13 Notice") from Wilmington Savings Fund Society, FSB, in its capacity as successor Trustee for CEOC's 10.00% Second-Priority Notes. The February 13 Notice alleges that CEOC's commencement of its voluntary Chapter 11 bankruptcy case constituted an event of default under the indenture governing the 10.00% Second-Priority Notes; that all amounts due and owing on the 10.00% Second-Priority Notes therefore immediately became payable; and that Caesars Entertainment is responsible for paying CEOC's obligations on the 10.00% Second-Priority Notes, including CEOC's obligation to timely pay all principal, interest, and any premium due on these notes, as a result of a parent guarantee provision contained in the indenture governing the notes that the February 13 Notice alleges is still binding. The February 13 Notice accordingly demands that Caesars Entertainment immediately pay Wilmington Savings Fund Society, FSB, cash in an amount of not less than $3.7 billion , plus accrued and unpaid interest (including without limitation the $184 million interest payment due December 15, 2014 that CEOC elected not to pay) and accrued and unpaid attorneys' fees and other expenses. The February 13 Notice also alleges that the interest, fees and expenses continue to accrue. CAC and CGP LLC are not parties to this demand. On February 18, 2015, Caesars Entertainment received a Demand For Payment of Guaranteed Obligations (the "February 18 Notice") from BOKF, N.A. ("BOKF"), in its capacity as successor Trustee for CEOC's 12.75% Second-Priority Senior Secured Notes due 2018 (the " 12.75% Second-Priority Notes"). The February 18 Notice alleges that CEOC's commencement of its voluntary Chapter 11 bankruptcy case constituted an event of default under the indenture governing the 12.75% Second-Priority Notes; that all amounts due and owing on the 12.75% Second-Priority Notes therefore immediately became payable; and that CEC is responsible for paying CEOC's obligations on the 12.75% Second-Priority Notes, including CEOC's obligation to timely pay all principal, interest and any premium due on these notes, as a result of a parent guarantee provision contained in the indenture governing the notes that the February 18 Notice alleges is still binding. The February 18 Notice therefore demands that CEC immediately pay BOKF cash in an amount of not less than $750 million , plus accrued and unpaid interest, accrued and unpaid attorneys' fees, and other expenses. The February 18 Notice also alleges that the interest, fees and expenses continue to accrue. CAC and CGP LLC are not parties to this demand. On March 3, 2015, BOKF filed a lawsuit (the "New York Second Lien Lawsuit") against CEC in federal district court in Manhattan, in its capacity as successor trustee for CEOC's 12.75% Second-Priority Notes. On June 15, 2015, UMB filed a lawsuit (the "New York First Lien Lawsuit") against CEC, also in federal district court in Manhattan, in its capacity as successor trustee for CEOC's 11.25% Senior Secured Notes due 2017, 8.50% Senior Secured Notes due 2020, and 9.00% Senior Secured Notes due 2020. Plaintiffs in these actions allege that CEOC's filing of its voluntary Chapter 11 bankruptcy case constitutes an event of default under the indenture governing these notes, causing all principal and interest to become immediately due and payable, and that CEC is obligated to make those payments pursuant to a parent guarantee provision in the indentures governing these notes that plaintiffs allege are still binding. Both plaintiffs bring claims for violation of the Trust Indenture Act of 1939, breach of contract, breach of duty of good faith and fair dealing and for declaratory relief and BOKF brings an additional claim for intentional interference with contractual relations. The cases have both been assigned to the same judge presiding over the other Parent Guarantee Lawsuits, as defined below. CEC filed its answer to the BOKF complaint on March 25, 2015, and to the UMB complaint on August 10, 2015. On June 25, 2015, and June 26, 2015, BOKF and UMB, respectively, moved for partial summary judgment, specifically on their claims alleging a violation of the Trust Indenture Act of 1939, seeking both declaratory relief and damages. On August 27, 2015, those motions were denied. The court, on its own motion, certified its order with respect to the interpretation of the Trust Indenture Act for interlocutory appeal to the United States Court of Appeals for the Second Circuit, and on December 22, 2015, the appellate court denied CEC's motion for leave to appeal. On November 20, 2015, BOKF and UMB again moved for partial summary judgment. Those motions likewise were denied. CAC and CGP LLC are not parties to these lawsuits. On March 11, 2015, CEOC filed an adversary proceeding in bankruptcy court requesting that the Parent Guarantee Lawsuits be enjoined against all defendants through plan confirmation; in subsequent submissions, CEOC stated that it sought a temporary stay of those lawsuits until 60 days after the issuance of a final report by the Bankruptcy Examiner. CEOC argued that contemporaneous prosecution of related claims against CEC would impair the bankruptcy court's jurisdiction over the Debtors' reorganization by threatening the Debtors' ability to recover estate property for the benefit of all creditors, diminishing the prospects of a successful reorganization, and depleting property of the estate. On July 22, 2015, the bankruptcy court denied CEOC's request, and on October 6, 2015, this denial was affirmed by the United States District Court for the Northern District of Illinois. On December 23, 2015, the United States Court of Appeals for the Seventh Circuit vacated the denial of CEOC's request to enjoin the Parent Guarantee Lawsuits and remanded the case for further proceedings. On February 26, 2016, the bankruptcy 51

court granted CEOC’s motion for a temporary stay with respect to the New York Second Lien Lawsuit and the New York First Lien Lawsuit that had been scheduled to begin on March 14. The stay will remain in effect until 60 days after the filing of the Examiner’s interim report (expected between March 7 and March 14), or May 9, 2016, whichever comes first. Certain defendants in these adversary proceedings have sought rehearing en banc by the court of appeals. None of the rulings on CEOC's request to enjoin the Parent Guarantee Lawsuits addresses the merits of those actions. On October 20, 2015, Wilmington Trust, National Association ("Wilmington Trust"), filed a lawsuit (the "New York Senior Notes Lawsuit" and, together with the Delaware Second Lien Lawsuit, the Delaware First Lien Lawsuit, the Senior Unsecured Lawsuits, the New York Second Lien Lawsuit, and the New York First Lien Lawsuit, the "Parent Guarantee Lawsuits") against CEC in federal district court in Manhattan in its capacity as successor indenture trustee for CEOC's 10.75% Senior Notes due 2016 (the " 10.75% Senior Notes"). Plaintiff alleges that CEC is obligated to make payment of amounts due on the 10.75% Senior Notes pursuant to a parent guarantee provision in the indenture governing those notes that plaintiff alleges is still in effect. Plaintiff raises claims for violations of the Trust Indenture Act of 1939, breach of contract, breach of the implied duty of good faith and fair dealing, and for declaratory judgment, and seeks monetary and declaratory relief. CEC filed its answer to the complaint on November 23, 2015, and the parties have begun fact discovery. CAC and CGP LLC are not parties to these lawsuits. In accordance with the terms of the applicable indentures and as previously disclosed, Caesars Entertainment believes that it is not subject to the above-described guarantees. As a result, Caesars Entertainment believes the demands for payment are without merit. The claims against CEOC have been stayed due to the Chapter 11 process and, except as described above, the actions against CEC have been allowed to continue. CAC and CGP LLC believe that the claims and demands described above against CAC and CGP LLC in the Delaware First Lien Lawsuit and Delaware Second Lien Lawsuit are without merit and intend to defend themselves vigorously. For the Delaware First Lien Lawsuit and Delaware Second Lien Lawsuit, at the present time, CAC and CGP LLC believe it is not probable that a material loss will result from the outcome of these matters. However, given the uncertainty of litigation, CAC and CGP LLC cannot provide assurance as to the outcome of these matters or of the range of reasonably possible losses should the matters ultimately be resolved against them. Should these matters ultimately be resolved through litigation outside of the financial restructuring of CEOC, which CAC and CGP LLC believe these matters would likely be long and protracted, and were a court to find in favor of the claimants in the Delaware First Lien Lawsuit or the Delaware Second Lien Lawsuit, such determination could have a material adverse effect on CAC and CGP LLC's business, financial condition, results of operations, and cash flows. National Retirement Fund In January 2015, a majority of the Trustees of the National Retirement Fund ("NRF"), a multi-employer defined benefit pension plan, voted to expel CEC and its participating subsidiaries ("CEC Group") from the plan. NRF claims that CEOC's bankruptcy presents an "actuarial risk" to the plan because, depending on the outcome of the bankruptcy proceeding, CEC might no longer be liable to the plan for any partial or complete withdrawal liability. NRF has advised the CEC Group that its expulsion has triggered withdrawal liability with a present value of approximately $360 million , payable in 80 quarterly payments of about $6 million . Prior to NRF's vote, the CEC Group reiterated its commitment to remain in the plan and not seek rejection of any collective bargaining agreements in which the obligation to contribute to NRF exists. It is completely current with respect to pension contributions. The CEC Group opposed the NRF actions in the appropriate legal forums including seeking a declaratory judgment in federal district court challenging NRF's authority to expel the CEC Group and also seeking relief in the CEOC bankruptcy proceeding. The parties entered into a Standstill Agreement in March 2015 staying the CEC Group's obligation to commence quarterly payments and instead continue making its monthly contributions, and also setting a briefing schedule in the bankruptcy proceeding for both CEOC's motion that NRF's action violated the automatic stay and the CEC Group's motion to extend the stay to encompass NRF's collection lawsuit against CEC. The Bankruptcy Court denied CEOC's motion that NRF's action violated the automatic stay but CEOC's motion to extend the stay to encompass NRF's collection lawsuit against CEC is still pending. The Standstill Agreement remains in effect. Also, the federal district court has granted NRF's motion to dismiss CEC's declaratory judgment action agreeing with NRF that the governing statute requires that the issue must first be arbitrated. CEC has filed its Notice of Appeal challenging the district court's ruling. CEC believes that its legal arguments against the actions undertaken by NRF are strong and will pursue them vigorously. Because legal proceedings with respect to this matter are at the preliminary stages, CEC cannot currently provide assurance as to the ultimate outcome of the matters at issue. Other Matters In recent years, governmental authorities have been increasingly focused on anti-money laundering ("AML") policies and procedures, with a particular focus on the gaming industry. In October 2013, CEOC's subsidiary, Desert Palace, Inc. (the 52

owner of and referred to herein as Caesars Palace), received a letter from the FinCEN, stating that FinCEN was investigating Caesars Palace for alleged violations of the Bank Secrecy Act to determine whether it is appropriate to assess a civil penalty and/or take additional enforcement action against Caesars Palace. Caesars Palace responded to FinCEN's letter in January 2014. Additionally, CEC was informed in October 2013 that a federal grand jury investigation regarding anti-money laundering practices of CEC and its subsidiaries had been initiated. CEC and Caesars Palace have been cooperating with FinCEN, the Department of Justice and the Nevada GCB on this matter. On September 8, 2015, FinCEN announced a settlement pursuant to which Caesars Palace agreed to an $8 million civil penalty for its violations of the Bank Secrecy Act, which penalty shall be treated as a general unsecured claim in Caesars Palace's bankruptcy proceedings. In addition, Caesars Palace agreed to conduct periodic external audits and independent testing of its AML compliance program, report to FinCEN on mandated improvements, adopt a rigorous training regime, and engage in a "look-back" for suspicious transactions. The terms of the FinCEN settlement were approved by the bankruptcy court on October 19, 2015. CEOC and the GCB reached a settlement on the same facts as above, wherein CEC agreed to pay $1.5 million and provide to the GCB the same information that is reported to FinCEN and to resubmit its updated AML policies. On September 17, 2015, the settlement agreement was approved by the Nevada Gaming Commission. CEOC continues to cooperate with the Department of Justice in its investigation of this matter. The Company is party to ordinary and routine litigation incidental to our business. We do not expect the outcome of any such litigation to have a material effect on our financial position, results of operations, or cash flows, as we do not believe it is reasonably possible that we will incur material losses as a result of such litigation. Item 4. Mine Safety Disclosures Not applicable. 53

PART II Item 5. Market for the Company's Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Effective November 19, 2013, as the result of the Rights Offering, our Class A common stock trades on the NASDAQ Global Select Market under the symbol "CACQ." Prior to that date, there was no public trading market for our Class A common stock. The following table sets forth the high and low intra-day sales price per share of our Class A common stock on the NASDAQ Global Select Market for indicated periods. High

Low

Fiscal Year Ended December 31, 2014: First Quarter

16.98

11.53

Second Quarter

14.45

10.80

Third Quarter

12.45

9.45

Fourth Quarter

10.90

8.34

Fiscal Year Ended December 31, 2015: First Quarter

10.49

6.18

Second Quarter

8.48

6.00

Third Quarter

8.23

4.82

Fourth Quarter

8.26

6.03

As of February 25, 2016 , there were 137,341,569 shares of common stock issued and outstanding that were held by 47 stockholders of record. Dividends We did not pay any cash dividends in the period from our date of incorporation (February 25, 2013) through December 31, 2015 . We currently do not anticipate paying cash dividends on our common stock in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Unregistered Sales of Equity Securities There have not been any sales by the Company of equity securities in the period from our date of incorporation (February 25, 2013) through December 31, 2015 that have not been registered under the Securities Act. Share Repurchases The Company did not repurchase shares of our common stock during the years ended December 31, 2015 or 2014 . Performance Graph The graph depicted below compares the cumulative total stockholder return on our common stock with the cumulative total return on the Standard & Poor's 500 Stock Index ("S&P 500"), the NASDAQ Composite Index, the NASDAQ Internet Index ("QNET"), and the Dow Jones U.S. Gambling Total Stock Market Index ("Dow Jones U.S. Gambling") for the period beginning on November 19, 2013 (the date our common stock commenced trading on the NASDAQ Global Select Market) and ending on December 31, 2015 . NASDAQ OMX furnished the data. The performance graph assumes a $100 investment in our stock and each of the four indices, respectively, on November 19, 2013, and that all dividends were reinvested. Stock price performance, presented for the period from November 19, 2013 to December 31, 2015 , is not necessarily indicative of future results. 54

November 19, 2013 CACQ

100.00

December 31, 2013 $

109.14

December 31, 2014 $

93.30

December 31, 2015 $

117.81

61.63

S&P 500

100.00

103.63

119.44

Dow Jones U.S. Gambling

100.00

115.75

96.02

80.00

NASDAQ

100.00

106.34

122.02

130.52

QNET

100.00

108.46

107.32

128.82

The performance graph should not be deemed filed or incorporated by reference into any other of our filings under the Securities Act or the Exchange Act, unless we specifically incorporate the performance graph by reference therein. Equity Compensation Plan Information

Plan Category

Number of Securities to be Issued Upon Vesting of Shares

Equity compensation plans approved by security holders (1) Equity compensation plans not approved by security holders (2)

1,945,997 (2)

Weighted-average exercise price (3) $

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans

9.51 —

550,322 (2)

_________________________ (1)

(2)

(3)

Shares granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan as described in Note 7 — Stock-based Compensation contained in the CAC Audited Financial Statements included in Item 8 of this Annual Report on Form 10-K. A variable number of shares of CAC common stock with a maximum value of $25.0 million may be delivered pursuant to the CAC Equity-Based Compensation Plan for CEC Employees for officers and employees of CEC and its subsidiaries, as well as certain other individual consultants and advisers of the Company and its subsidiaries (the "Equity Plan") as described in Note 9 — Related Party Transactions contained in the CAC Audited Financial Statements included in Item 8 of this Annual Report on Form 10-K. Shares of CAC common stock valued at $7.8 million and $8.3 million vested during fiscal 2015 and 2014 , respectively, pursuant to the Equity Plan. Restricted stock unit awards do not have an exercise price and therefore are not included in the calculation of the weighted-average exercise price.

CAC also holds all of the voting units in CGP LLC but does not consolidate CGP LLC into its financial statements. Equity compensation plans for employees of CGP LLC and its subsidiaries are described in Note 15 — Stock-based Compensation and Employee Benefit Plans contained in the CGP LLC Audited Financial Statements included in Exhibit 99.1 of this Annual Report on Form 10-K. 55

Item 6. Selected Financial Data The following table presents financial data of CAC and combined financial data of the assets and entities that were acquired by or contributed to CGP LLC in the Transactions, the Acquired Properties Transaction and the Harrah's Transaction. Periods prior to the Transactions are referred to in the aggregate as Predecessor Growth Partners, which is considered to be the predecessor to CAC. The combined financial data of Predecessor Growth Partners is presented as if those businesses and assets acquired in the Transactions, the Acquired Properties Transaction and the Harrah's Transaction were combined into one reporting entity for the periods presented, and have been derived from the historical accounting records of Caesars Entertainment. 56

The historical financial data of CAC and Predecessor Growth Partners should be read in conjunction with Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations , and the audited financial statements and related notes of CAC and Predecessor Growth Partners included elsewhere in this Form 10-K. Predecessor Growth Partners (1)

Caesars Acquisition Company

(In millions, except per share data)

Year Ended December 31, 2015

Year Ended December 31, 2014

February 25 Through December 31, 2013

January 1 Through October 21, 2013

Year Ended December 31, 2012

Year Ended December 31, 2011

Statements of Operations Revenues Interactive Entertainment Casino Properties and Developments

—

242.6

207.7

66.5

—

835.6

1,081.2

1,113.5

—

1,078.2

1,288.9

1,180.0

Interactive Entertainment - Direct

—

72.5

62.6

16.3

Casino Properties and Developments - Direct

—

399.8

532.4

537.2 313.0

Net revenues Operating expenses

Property, general, administrative and other

31.2

25.4

0.4

333.1

360.4

Write-downs, reserves and project opening costs, net of recoveries

—

15.6

8.4

1.3

Management fees to related parties

—

14.2

16.1

Depreciation and amortization

—

80.5

92.0

86.5

Change in fair value of contingent consideration

—

50.0

—

31.2

25.4

0.4

965.7

1,071.9

970.4

97.4

79.4

7.3

N/A

66.2

54.0

6.9

112.5

217.0

209.6

Interest expense, net of interest capitalized

—

(61.0)

(55.8)

(50.9)

Interest income - related party

—

138.5

145.1

123.7

Loss on extinguishment of debt

—

(0.7)

—

(2.6)

Other income/(expense), net

—

0.5

1.9

(0.2)

Total operating expenses Income from equity method investment in Caesars Growth Partners, LLC Income from operations

Income before provision for income taxes Provision for income taxes Net income Less: net loss/(income) attributable to non-controlling interests Net income attributable to CAC and Predecessor Growth Partners, respectively

66.2

54.0

6.9

189.8

308.2

(34.2)

(39.4)

(2.4)

(68.0)

(108.5)

(82.9)

32.0

14.6

4.5

121.8

199.7

196.7

—

5.1

32.0

14.6

4.5

0.23

0.11

0.19

0.23

0.11

0.19

1,137.4

1,059.3

1,155.3

126.9

279.6

(0.6)

(8.0)

199.1

188.7

3,974.7

3,460.4

Common Stock Data Earnings per share - basic Earnings per share - diluted

Balance Sheet Data (at period end) Total assets (2) Total debt (2) (3) Equity

—

873.8

726.7

1,067.4

1,023.1

1,153.4

2,573.4

2,355.2

_________________________ (1)

(2)

(3)

Results have been recast to present the Acquired Properties Transaction and the Harrah's Transaction as if those businesses and assets acquired were combined into one reporting entity for the periods presented, and have been derived from the historical accounting records of Caesars Entertainment. Total assets and Total debt for 2012 and 2011 have been recast to reflect the adoption of Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . Total assets for 2012 and 2011 have been recast to reflect Predecessor Growth Partners' adoption of Accounting Standards Update No 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes . Total debt is comprised of third-party debt, debt to related party and convertible notes issued to related party.

The following table presents financial data of Caesars Growth Partners, LLC for the period subsequent to the Transactions. The financial data of CGP LLC should be read in conjunction with Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations , and the audited financial statements and related notes of CGP LLC included in Exhibit 99.1 of this Annual Report on Form 10-K pursuant to Rule 3-09 of Regulation S-X. Caesars Growth Partners, LLC Year Ended December 31, 2015

(In millions)

Year Ended December 31, 2014

October 22 Through December 31, 2013 (1)

Statements of Operations Revenues Interactive Entertainment

Casino Properties and Developments

766.5

586.8

74.0

1,579.0

1,280.8

203.2

2,345.5

1,867.6

277.2

Interactive Entertainment - Direct

212.0

166.1

22.3

Casino Properties and Developments - Direct

754.3

638.3

97.8

Property, general, administrative and other

766.6

719.2

124.1

Write-downs, reserves and project opening costs, net of recoveries

12.1

53.1

3.9

Management fees to related parties

55.9

37.0

2.2

177.8

143.0

21.1

1.0

147.5

—

38.7

138.7

Net revenues Operating expenses

Depreciation and amortization Impairment of goodwill, tangible and other intangible assets Change in fair value of contingently issuable non-voting membership units

(117.2)

Change in fair value of contingent consideration Total operating expenses

—

32.7

2.9

1,862.5

1,975.6

413.0

Income/(loss) from operations

483.0

(108.0)

(135.8)

Interest expense, net of interest capitalized

(196.1)

(172.9)

(16.3) 35.8

Interest income - related party

—

119.2

Impairment of investment in notes from related party

—

(63.5)

Gain on sale of investment in notes from related party

—

99.4

—

Loss on extinguishment of debt

—

(23.8)

(0.9)

Other expense, net

3.9

Income/(loss) from continuing operations before provision for income taxes

0.9

290.8

Provision for income taxes

—

(148.7)

(117.2)

(61.9)

(48.9)

(7.1)

228.9

(197.6)

(124.3)

Loss from discontinued operations, including $1.4 million of gain on disposal during 2014

—

(15.7)

(0.4)

Benefit from income taxes related to discontinued operations

—

0.1

—

Net loss from discontinued operations

—

(15.6)

(0.4)

228.9

(213.2)

(124.7)

Income/(loss) from continuing operations Discontinued operations

Net income/(loss) Less: net (income)/loss attributable to non-controlling interests

(7.1)

Net income/(loss) attributable to Caesars Growth Partners, LLC

33.0

221.8

4,522.6

(180.2)

4.6 $

(120.1)

Balance Sheet Data (at period end) Total assets (2) Total debt

(2) (3)

Equity

4,577.6

5,432.7

2,337.3

2,351.1

1,102.4

1,731.2

1,303.8

3,461.1

_________________________ (1)

(2)

(3)

Results have been recast to present the Acquired Properties Transaction and the Harrah's Transaction as if those businesses and assets acquired were consolidated into one reporting entity for the periods presented, and have been derived from the historical accounting records of Caesars Entertainment. Total assets and Total debt for 2014 and 2013 have been recast to reflect the adoption of Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . Total assets for 2014 and 2013 have been recast to reflect the adoption of Accounting Standards Update No 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes . Total debt is comprised of third-party debt, debt to related party and convertible notes issued to related party.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with, and is qualified in its entirety by, the audited financial statements and the notes thereto of CAC, Predecessor Growth Partners and CGP LLC (all as defined below), and other financial information included elsewhere in this Form 10-K. Certain statements in this Management's Discussion and Analysis of Financial Condition and Results of Operations are forward-looking statements. See Item 1A. Risk Factors — CAUTIONARY STATEMENT PURSUANT TO THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 of this Form 10-K. Basis of Presentation and Discussion Caesars Acquisition Company was incorporated under the laws of the State of Delaware on February 25, 2013 and was formed to own 100% of the voting membership units in CGP LLC, a joint venture between CAC and subsidiaries of CEC. On October 21, 2013, the joint venture was formed through the execution of the series of Transactions described in Note 1 — Description of Business and Summary of Significant Accounting Policies to the CAC financial statements. Following consummation of the Transactions, CAC serves as CGP LLC's managing member and sole holder of all of its outstanding voting units, and subsidiaries of Caesars Entertainment hold all of CGP LLC's outstanding non-voting units. However, based upon the structure of CGP LLC and the related economics, CGP LLC has been determined to be a variable interest entity of which Caesars Entertainment is the primary beneficiary. Therefore, CAC does not consolidate CGP LLC into its financial statements. Instead, CAC accounts for its investment in CGP LLC using a balance sheet approach to the equity method of accounting, referred to as hypothetical liquidation at book value ("HLBV") accounting. CAC's primary asset is its membership interest in CGP LLC. The assets and entities that were acquired by or contributed to CGP LLC in connection with the Transactions (referred to in the aggregate as Predecessor Growth Partners) are considered to be the predecessor to CAC. The combined historical financial statements of Predecessor Growth Partners have been prepared on a stand-alone basis and, as the Transactions, the Acquired Properties Transaction and the Harrah's Transaction are considered to be a reorganization of entities under common control, have been derived from the historical accounting records and consolidated financial statements of Caesars Entertainment. The combined historical financial statements reflect the financial position, results of operations and cash flows of the businesses and assets contributed to or acquired by CGP LLC in the Transactions, the Acquired Properties Transaction and the Harrah's Transaction described previously as if those businesses were combined into a single reporting entity for all periods presented. In addition to the financial statements of Predecessor Growth Partners, we have also presented financial statements of CGP LLC for the period subsequent to the Transactions pursuant to Rule 3-09 of Regulation S-X, as CGP LLC represents a significant equity method investment of CAC. As the basis of presentation for all items other than income taxes, non-controlling interests and senior notes returned to Caesars Entertainment related to the subscription right restoration is the same between Predecessor Growth Partners and CGP LLC, and because we believe that the full year 2015 and 2014 information compared with the full year 2013 information for CAC's investment in CGP LLC is material to investors in CAC, we have presented information for both CGP LLC and Predecessor Growth Partners in this management's discussion and analysis of financial condition and results of operations. Proposed Merger of CAC with CEC On December 21, 2014, the Company and CEC entered into an Agreement and Plan of Merger, pursuant to which, among other things, CAC will merge with and into CEC, with CEC as the surviving company. Pursuant to the terms of the merger agreement, and subject to the overall restructuring of CEOC, regulatory approval and other closing conditions, upon consummation of the Proposed Merger, each share of class A common stock, par value $0.001 per share, of CAC issued and outstanding immediately prior to the effective time of the Proposed Merger will be converted into, and become exchangeable for, that number of shares of CEC common stock, par value $0.01 per share, equal to 0.664 , provided that during the Adjustment Period (as described below), the CAC Special Committee and the CEC Special Committee, each composed solely of independent directors, will determine if there should be an adjustment to the Exchange Ratio and the amount of any such adjustment, taking into consideration all relevant facts and circ*mstances affecting the intrinsic value of CAC and CEC. The Adjustment Period is the 14 day period beginning on the later of (i) the date that the CEOC restructuring plan is confirmed and (ii) the date that both CAC and CEC confirm that their respective independent financial advisors have received all information as may be reasonably necessary or advisable in order to render a fairness opinion concerning the Exchange Ratio. If at the end of the Adjustment Period, the CAC Special Committee and the CEC Special Committee have not agreed to an adjustment to the Exchange Ratio, there will not be an adjustment to the Exchange Ratio. Within five business days following the end of the Adjustment Period, either CAC or CEC may terminate the Merger Agreement if (a) the CAC Special Committee and the CEC Special Committee cannot agree on an Exchange Ratio adjustment and a failure to terminate the Merger Agreement would be inconsistent with their respective directors' fiduciary duties or (b) the CAC Special Committee or the CEC Special Committee, as applicable, has not received an opinion of its respective financial advisor that the Exchange Ratio (as adjusted, if applicable) is fair, from a financial point of view to CAC and its public stockholders or CEC, as 59

applicable. Under the Merger Agreement, either party may terminate the Merger Agreement if the merger has not been completed by the close of business on August 6, 2016. Under the Merger Agreement, CEC has agreed to use reasonable best efforts to (i) cause the implementation of the restructuring of certain of CEC's subsidiaries as contemplated by that certain Restructuring Support and Forbearance Agreement, dated as of December 19, 2014, among CEOC, CEC, LeverageSource III (H Holdings), L.P., LeverageSource V, L.P. and each of the holders of first lien bond claims party thereto and (ii) consult with CAC regarding certain additional actions in connection with the bankruptcy filing contemplated by the Restructuring Support Agreement if CEC determines, in its reasonable discretion, that such additional actions could reasonably be expected to be materially adverse to CAC. CAESARS ACQUISITION COMPANY Operating Results Income from Equity Method Investment For the years ended December 31, 2015 and 2014 and the period from February 25, 2013 through December 31, 2013 , CAC recognized $97.4 million , $79.4 million and $7.3 million , respectively, of income before tax from its equity method investment in CGP LLC, which equals the amount of income that CAC was entitled to under its minimum guaranteed return. The minimum guaranteed return subsequent to May 2014 includes return earned on capital deployed in connection with the May 2014 acquisitions of JCC Holding Company II, LLC and its subsidiaries ("Harrah's New Orleans"), 3535 LV Corporation, ("The LINQ Hotel & Casino"), indirect subsidiaries of Parball Corporation (collectively known as "Bally's Las Vegas"), and Corner Investment Company, LLC and its subsidiaries ("The Cromwell") by indirect subsidiaries of CGP LLC. The minimum guaranteed return also reflects a reduction in the amount of deployed capital upon which such return is earned, equal to the fair value of senior notes distributed from CGP LLC to CAC on August 6, 2014. Operating Expenses In addition to its income from equity method investment, CAC incurred direct expenses of $31.2 million , $25.4 million and $0.4 million for the years ended December 31, 2015 and 2014 and the period from February 25, 2013 through December 31, 2013 , respectively, primarily related to professional services fees, as well as general liability insurance, licenses and fees. Operating expenses for 2015 increased by $5.8 million , or 22.8% , when compared with 2014 primarily due to professional services fees mainly driven by an increase in legal and advisory fees. Other expenses for 2014 increased by $25.0 million when compared with 2013 primarily due to professional services fees mainly for the preparation for the Acquired Properties Transaction and Harrah's Transaction. CAC receives distributions from CGP LLC in accordance with the CGP Operating Agreement for reimbursem*nt of its expenses incurred. Provision for Income Taxes The provision for income taxes for the years ended December 31, 2015 and 2014 and the period from February 25, 2013 through December 31, 2013 was $ 34.2 million , $ 39.4 million and $2.4 million , respectively. The effective tax rates for December 31, 2015 , 2014 and 2013 are 51.7% , 72.9% and 34.8% , respectively. The decrease in the effective tax rate for 2015 as compared to 2014 is primarily due to a lesser change in the federal valuation allowance recorded against deferred tax assets related to the basis difference in the investment in notes from related party. The increase in the effective tax rate for 2014 as compared to 2013 was primarily due to an increase in the federal valuation allowance recorded against deferred tax assets related to the basis difference in the investment in notes from related party. Liquidity and Capital Resources CAC's primary source of funds is distributions from CGP LLC. To the extent that CAC requires additional funds, CAC may borrow funds or issue additional equity. However, as CAC does not have operations of its own, it is expected that CAC will not have a significant need for additional liquidity. CAC's expenses incurred in the normal course of business, including income tax obligations, are paid by CGP LLC on behalf of CAC pursuant to the amended and restated limited liability company agreement of CGP LLC. These transactions are accounted for as distributions from CGP LLC to CAC. CAC has not incurred, nor is it expected to incur, material capital expenditures in the normal course of business or to pursue acquisition opportunities other than through CGP LLC. See Liquidity and Capital Resources for CGP LLC and Predecessor Growth Partners. Pursuant to the certificate of incorporation of CAC and the CGP Operating Agreement, after October 21, 2016, Caesars Entertainment and/or its subsidiaries will have the right, which it may assign to any of its affiliates or to any transferee of all non-voting units of CGP LLC held by subsidiaries of Caesars Entertainment, to acquire all or a portion of the voting units of 60

CGP LLC (or, at the election of CAC, shares of CAC's Class A common stock) not otherwise owned by Caesars Entertainment and/or its subsidiaries at such time. Following October 21, 2018 and until April 21, 2022, our Board of Directors (the "Board") will have the right to cause a liquidation of CGP LLC, including the sale or winding up of CGP LLC, or other monetization of all of its assets and the distribution of the proceeds remaining after satisfaction of all liabilities of CGP LLC to the holders of CGP LLC's units according to the terms of the CGP Operating Agreement. On April 21, 2022 (unless otherwise agreed by Caesars Entertainment and CAC), if our Board has not previously exercised its liquidation right, the CGP Operating Agreement provides that CGP LLC shall, and our Board shall cause CGP LLC to effect a liquidation. The conditions upon which the call right may be exercised, the distribution waterfall for net cash and other assets upon a liquidation, and other information related to the potential liquidation are further discussed in Note 4 — Stockholders' Equity and Earnings Per Share to the CAC financial statements included in Item 8 of this Annual Report. Off-Balance Sheet Arrangements CAC did not have any off-balance sheet arrangements at December 31, 2015 or 2014 . Critical Accounting Policies and Estimates We prepare our financial statements in conformity with accounting principles generally accepted in the United States ("GAAP"). Certain of our accounting policies require that we apply significant judgment in defining the appropriate assumptions for calculating financial estimates. By their nature, these judgments will be subject to an inherent degree of uncertainty. Our judgments are based upon the historical experience of both Caesars Entertainment and Caesars Acquisition Company, terms of existing contracts, observance of trends in the industry, information provided by our customers and information available from other outside sources, as appropriate. For a summary of our significant accounting policies, please refer to Note 1 — Description of Business and Summary of Significant Accounting Policies in the notes to our audited financial statements included in Item 8 of this Annual Report. We consider accounting estimates to be critical accounting policies when: •

the estimates involve matters that are highly uncertain at the time the accounting estimate is made; and

•

different estimates or changes to estimates could have a material impact on the reported financial position, changes in financial position or results of operations.

When more than one accounting principle, or method of its application, is generally accepted, we select the principle or method that we consider to be the most appropriate when given the specific circ*mstances. Application of these accounting principles requires us to make estimates about the future resolution of existing uncertainties. Due to the inherent uncertainty involving estimates, actual results reported in the future may differ from our estimates. We are an emerging growth company as defined in the JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards such that an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to delay such adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to the financial statements of other public companies. We may take advantage of these reporting exemptions until we are no longer an emerging growth company. Consolidation We consolidate into our financial statements the accounts of any variable interest entity for which we are determined to be the primary beneficiary. We analyze our variable interests to determine if the entity that is party to the variable interest is a variable interest entity in accordance with GAAP. This analysis requires significant judgment on the part of management, and any changes to that judgment could result in reaching a different consolidation conclusion. Our analysis includes both quantitative and qualitative reviews. Quantitative analysis is based on the forecasted cash flows of the entity. Qualitative analysis is based on our review of the design of the entity, its organizational structure including decision-making ability, and financial agreements. Because the equity holders in CGP LLC receive returns disproportionate to their voting interests and substantially all the activities of CGP LLC are related to Caesars Entertainment, CGP LLC has been determined to be a variable interest entity. Additionally, while CAC is the sole voting member of CGP LLC, CAC is not deemed to be the primary beneficiary of CGP LLC, and therefore we do not consolidate CGP LLC into our financial statements. 61

We consolidate into our financial statements the accounts of any wholly-owned subsidiaries and any partially-owned subsidiaries that are not deemed to be variable interest entities and for which we have the ability to control. Control generally equates to ownership percentage, whereby investments that are more than 50% owned are consolidated, investments in affiliates of 50% or less but greater than 20% are generally accounted for using the equity method, and investments in affiliates of 20% or less are accounted for using the cost method. At December 31, 2015 and 2014 , we had no consolidated subsidiaries. Impairment of Equity Method Investments CAC's primary asset is its investment in CGP LLC. We review this investment quarterly for indicators of other-than-temporary impairment. This determination requires significant judgment. In making this judgment, we consider available quantitative and qualitative evidence in evaluating potential impairment of this investment. If the carrying value of our investment exceeds its estimated fair value, we evaluate, among other factors, general market conditions, the duration and extent to which the estimated fair value is less than our carrying value, and our intent and ability to hold, or plans to sell, the investment. We also consider specific adverse conditions related to the financial health of and business outlook for the investee, CGP LLC, including industry and sector performance, changes in technology, and operational and financing cash flow factors. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded and a new carrying basis in the investment will be established. Income Taxes We record income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the expected future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. We reduce the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on the more likely than not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience and the experience of Caesars Entertainment with operating loss and tax credit carryforwards not expiring unused and tax planning alternatives. The effect on the income tax provision and deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Stock-based Compensation CAC may grant stock-based compensation awards in CAC Class A common stock to certain officers, employees, directors, individual consultants and advisers of the Company and its subsidiaries under the Caesars Acquisition Company 2014 Performance Incentive Plan ("the PIP Plan"). The PIP Plan provides for the plan to be administered by the Human Resources Committee of the Board of Directors of Caesars Acquisition Company (the "Committee"). CAC has granted restricted stock units ("RSUs") and stock options to directors, certain of its officers and employees of CGP LLC subsidiaries. RSUs and stock options granted to directors and employees are equity-classified awards and are measured at their grant date fair value for accounting purposes. RSUs and stock options granted to individual consultants and advisors are measured at their fair value at each reporting date for accounting purposes. Recently Issued Accounting Pronouncements The information regarding recent accounting pronouncements is included in Note 2 — Recently Issued Accounting Pronouncements to the CAC Financial Statements. CAESARS GROWTH PARTNERS, LLC AND PREDECESSOR GROWTH PARTNERS Overview CGP LLC used a portion of the cash proceeds from its October 21, 2013 sale of voting units to CAC to purchase from Caesars Entertainment (i) the equity interests of PHWLV, which holds the Planet Hollywood; (ii) its equity interest in Maryland Joint Venture, which is the entity that indirectly holds interests in Horseshoe Baltimore in Maryland, and (iii) a 50% interest in the management fee revenues of PHW Manager, which manages Planet Hollywood, and Caesars Baltimore Management Company LLC, which manages Horseshoe Baltimore. We refer to these transactions as the "Purchase Transaction" and the acquired net assets as the "Purchased Assets." The Purchase Transaction is deemed to be a reorganization of entities under common control. Therefore, CGP LLC has accounted for the Purchase Transaction using the historical carrying values of the Purchased Assets. Also on October 21, 2013, Caesars Entertainment contributed to CGP LLC, in exchange for non-voting units, (i) Caesars Entertainment's equity interests in CIE, representing approximately 90.2% of the total issued and outstanding shares of CIE prior to giving effect to any options or warrants that were exercisable at that time and (ii) approximately $1.1 billion face value of aggregate principal amount of senior notes issued by CEOC. CGP LLC refers to these transactions as the "Contribution 62

Transaction" and these assets as the "Contributed Assets." The Contribution Transaction is deemed to be a reorganization of entities under common control. Therefore, CGP LLC has accounted for the Contribution Transaction using the historical carrying values of the Contributed Assets. CGP LLC's equity interests in CIE of 90.2% was reduced in November 2014 to 83.3% due to the conversion of the $47.7 million convertible promissory note issued by CIE to Rock Gaming LLC ("Rock"), in each case not giving effect to any options, warrants, restricted stock units and restricted stock. In connection with the Purchase Transaction and the Contribution Transaction, CGP LLC entered into agreements with Caesars Entertainment and its subsidiaries to provide certain corporate shared services and back-office support and business advisory services to CAC and CGP LLC and its subsidiaries. We refer to the Purchase Transaction, Contribution Transaction and the entering into such agreements collectively as the "Transactions." In addition, CGP LLC reimbursed Caesars Entertainment and CAC for certain fees and expenses incurred in connection with the Transactions, and will use the remainder of the proceeds from the sale of voting units to CAC for general corporate purposes, including making strategic investments. Pursuant to the terms of the CGP Operating Agreement, in conjunction with CGP LLC's acquisition of CIE from Caesars Entertainment, CGP LLC is obligated to issue additional non-voting membership units to Caesars Entertainment to the extent that the earnings from a specified portion of CIE's social and mobile games business exceeds a pre-determined threshold amount in 2015. CGP LLC believes that it will issue approximately 31.9 million Class B non-voting units pursuant to the terms of the Transactions, although the final number of units to be issued is subject to the agreement of both CAC and CEC. In connection with the Transactions, the aggregate fair market value of the subscription rights issued by Caesars Entertainment in the amount of approximately $21.1 million was restored to Caesars Entertainment through a return of all 10.75% paid-in kind senior notes and certain 5.75% senior notes previously issued by CEOC from CGP LLC to CEC. On May 5, 2014, CGP LLC contributed the equity interests of PHWLV and a 50% interest in the management fee revenues of PHW Manager to CGPH, an indirect wholly owned subsidiary of CGP LLC. Harrah's New Orleans, The LINQ Hotel & Casino, Bally's Las Vegas and The Cromwell were wholly-owned subsidiaries of Caesars Entertainment Operating Company, Inc., which is a majority-owned subsidiary of CEC. On May 5, 2014, CGPH through one or more subsidiaries acquired (i) The Cromwell, The LINQ Hotel & Casino and Bally's Las Vegas, (ii) 50% of the ongoing management fees and any termination fees payable under property management agreements entered into between an affiliate of CEOC acting as property manager and the CGPH subsidiary which owns each of these respective properties, and (iii) certain intellectual property that is specific to each of these properties. On May 20, 2014, CGPH through one or more subsidiaries acquired (i) Harrah's New Orleans, (ii) 50% of the ongoing management fees and any termination fees payable under the Louisiana property management agreement entered between an affiliate of CEOC acting as property manager and the owners of Harrah's New Orleans and (iii) certain intellectual property that is specific to Harrah's New Orleans. CGPH paid $2.0 billion , less outstanding debt assumed, for the May 2014 transactions above. The acquisitions of Harrah's New Orleans, The LINQ Hotel & Casino, Bally's Las Vegas and The Cromwell and the contribution of Planet Hollywood to CGPH are herein referred to as the "Acquired Properties." In December 2012, CIE consummated the acquisition of substantially all of the assets of Buffalo Studios, a social and mobile games developer based in Santa Monica, California. Aggregate cash consideration paid for this acquisition was $45.2 million , excluding amounts paid out in 2014 resulting from contingent consideration. In April 2014 , CIE paid $58.5 million to settle the contingent obligation. In May 2013, CIE acquired the World Series of Poker social and mobile game assets and intellectual property from Electronic Arts, Inc. In August 2013, CIE acquired an online game development business based in the Ukraine and in October 2013, CIE acquired the workforce, assets and intellectual property of an online gaming development group. Assets acquired and liabilities assumed in these transactions were not material to the financial statements of Predecessor Growth Partners or CGP LLC. In February 2014, CIE acquired substantially all of the assets of Pacific Interactive, creator and owner of the application House of Fun Slots . CIE recorded $30.5 million in contingent consideration as part of the purchase price allocation related to this acquisition. In March 2015, CIE paid $62.5 million to settle the contingent obligation. Presentation The financial information for the periods presented reflect the financial statements of CGP LLC on a combined and consolidated basis, giving regard to all impacts of the October 21, 2013 and May 2014 transactions. The financial information up through October 21, 2013 does not reflect the impacts of those transactions, including the recording of non-controlling interest or the determination of taxes in accordance with the LLC structure of CGP LLC. Instead, this financial information, referred to herein as Predecessor Growth Partners, presents the combination of those assets and entities that were purchased by or 63

contributed to CGP LLC as derived from the historical accounting records and consolidated financial statements of Caesars Entertainment. As a result of the May 2014 transactions described above, one or more indirect subsidiaries of CGP LLC acquired Bally's Las Vegas, The Cromwell, The LINQ Hotel & Casino and Harrah's New Orleans from CEOC. Because these acquisitions were accounted for as transactions among entities under common control, the financial information herein has been recast to include the financial results for these properties as if those businesses were combined into the CGP LLC and Predecessor Growth Partners reporting entities for all periods presented. Therefore, the financial information contained herein provides comparable operating results for all periods presented. For financial reporting purposes, CGP LLC has two operating units: (1) Caesars Interactive Entertainment, Inc. and (2) Casino Properties and Developments. CGP LLC's Interactive Entertainment operating unit consists of CIE, which is comprised of three distinct but complementary businesses: social and mobile games, World Series of Poker and regulated online real money gaming. CGP LLC's Casino Properties and Developments operating unit consists of Planet Hollywood Resort & Casino, Harrah's New Orleans, The LINQ Hotel & Casino, Bally's Las Vegas, The Cromwell and CGP LLC's interest in the Maryland Joint Venture. Performance Metrics — Social and Mobile Games For 2015, 2014 and 2013, the CIE business generated 94.6% , 93.6% and 95.6% , respectively, of its revenues from its social and mobile games business. CIE measures the performance of its social and mobile games business by using key financial metrics including revenue and Adjusted EBITDA, and key operating metrics including Daily Active Users, Monthly Active Users, Monthly Unique Users, Average Revenue per User, and Monthly Unique Payers. The following operating metrics help CIE to understand and measure the engagement levels of its players, the size of its audience and its reach. Daily Active Users . CIE defines Daily Active Users ("DAU") as the number of individuals who played one of its games during a particular day on a particular platform. Under this metric, an individual who plays two different games on the same day is counted as two DAU. Similarly, an individual who plays the same game on two different platforms (e.g., web and mobile) or on two different social networks on the same day would be counted as two DAU. Average DAU for a particular period is the average of the DAU for each day during that period. CIE uses DAU as a measure of audience engagement. Monthly Active Users. CIE defines Monthly Active Users ("MAU") as the number of individuals who played a particular game in the 30-day period ending with the measurement date on a particular platform. Under this metric, an individual who plays two different games in the same 30-day period is counted as two MAU. Similarly, an individual who plays the same game on two different platforms (e.g., web and mobile) or on two different social networks in a 30-day period would be counted as two MAU. Average MAU for a particular period is the average of the MAU at each month-end during that period. CIE uses MAU as a measure of total game audience size. Monthly Unique Users . CIE defines Monthly Unique Users ("MUU") as the number of unique individuals who played any of its games on a particular platform in the 30-day period ending with the measurement date. An individual who plays more than one of CIE's games in a given 30-day period would be counted as a single MUU. However, because CIE cannot always distinguish unique individuals playing across multiple platforms, an individual who plays any of its games on two different platforms (e.g., web and mobile) in a given 30-day period may be counted as two MUU in the event that CIE does not have data that allows it to identify and separate the player. Because many of CIE's players play more than one game in a given 30-day period, MUU are always lower than MAU in any given time period. Average MUU for a particular period is the average of the MUU at each month-end during that period. CIE tracks MUU as a measure of total audience reach across its network of games. Monthly Unique Payers . CIE defines Monthly Unique Payers ("MUP") as the number of unique individuals who purchased virtual currency in any of its games on a particular platform in the 30-day period ending with the measurement date. An individual who makes multiple purchases of virtual currency on more than one of CIE's games on a particular platform in a given 30-day period would be counted as a single MUP. However, because CIE cannot always distinguish unique individuals purchasing virtual currency across multiple platforms, an individual who makes a purchase of virtual currency on any of CIE's games on two different platforms (e.g., web and mobile) in a given 30-day period may be counted as two MUP in the event that CIE does not have data that allows it to identify and separate the paying user. Average MUP for a particular period is the average of the MUP at each month-end during that period. CIE uses MUP as a measure of monetization across all of its players through the sale of virtual goods. Average Revenue per User. CIE defines Average Revenue per User ("ARPU") as (i) the total revenue in a given period, (ii) divided by the number of days in that period, (iii) divided by the average DAU during the period. CIE believes that ARPU provides useful information to investors and others in understanding and evaluating its results in the same manner as the Company's management and Board of Directors. CIE uses ARPU as a measure of overall monetization across all of its players through the sale of virtual goods. 64

The table below shows the results of CIE's social and mobile games business, using the operating metrics described above, for the periods indicated. User statistics are presented in thousands of users and ARPU is presented in dollars. Year Ended December 31, 2015 Average Daily Active Users (2) Average Monthly Active Users (2) Average Monthly Unique Users Average Monthly Unique Payers

(2)

5,683

4,913

19,332

18,451

16,731

18,334

16,786

14,879

(2)

819

Average Revenue Per User

2013 (1)

2014 6,172

0.32

576 $

0.27

203 $

0.17

_________________________ (1)

(2)

Metrics for 2013 present the aggregate of Predecessor Growth Partners for the period from January 1 through October 21, 2013, and for CGP LLC for the period from October 22 through December 31, 2013 in order for the 2013 metrics to be comparable to 2015 and 2014. CIE systems cannot always distinguish unique individuals playing games in multiple sessions in the same day or in a 30-day period ending with the measurement date, playing the same game across multiple platforms, or playing different titles offered by CIE. Thus, users who play multiple titles on multiple platforms may be counted as more than one user within the respective operating metrics.

Consistent with the social and mobile games business model, only a small portion of CIE's social and mobile games players pay for virtual goods. During 2015 , CIE had approximately 819 thousand average MUP, or 4.5% of the total number of average MUU on the social and mobile platforms during this period, who purchased virtual goods. The opportunity for social interactions and player generated promotion increases as the overall number of players increase. As such, CIE believes that maintaining and growing its total number of players, irrespective of whether they purchase virtual goods, is important to the success of its business. The sale of virtual goods, however, constitutes the primary source of revenue for CIE's social and mobile games business. The degree to which game players choose to pay for virtual goods in the games is driven by CIE's ability to create content that enhances the game-play experience. CIE's revenue and overall financial performance are affected by the number of players and the effectiveness of its monetization of players through the sale of virtual goods. CIE's user metrics are impacted by several factors that cause them to fluctuate on a quarterly basis. Growth in the performance metrics is largely attributable to strong organic growth from CIE's games on both mobile and social platforms. Future growth in audience and engagement will depend on CIE's ability to retain current players, attract new players and expand into new markets and distribution platforms. The tables below show the results of CIE's business based upon the financial metrics for the periods presented. Predecessor Growth Partners

CGP LLC Year Ended December 31, 2015

(In millions)

Year Ended December 31, 2014

October 22 Through December 31, 2013

January 1 Through October 21, 2013

Revenues Social and mobile games

725.3

WSOP and online real money gaming Total

Adjusted EBITDA

41.2

549.1

37.7

70.4

232.3

3.6

10.3

766.5

586.8

74.0

242.6

282.7

177.0

19.1

78.4

The table below shows the revenue generated from CIE's social and mobile games business by geographic region for the periods listed and assumes that deferred revenues are spread proportionately across all geographies. Predecessor Growth Partners

CGP LLC Year Ended December 31, 2015

(In millions) North America

521.5

South America Europe Asia/Pacific Africa and Rest of the World Social and mobile games revenue

Year Ended December 31, 2014 $

379.5

47.0

January 1 Through October 21, 2013 $

154.5

5.6

3.9

0.5

1.7

61.9

49.8

6.5

20.0

125.2

112.7

16.1

55.3

11.1 $

October 22 Through December 31, 2013

725.3

3.2 $

549.1

0.3 $

70.4

0.8 $

232.3

Consolidated Operating Results of CGP LLC and Predecessor Growth Partners Predecessor Growth Partners

CGP LLC Year Ended December 31, 2015

(In millions) Net revenues

2,345.5

Year Ended December 31, 2014 $

1,867.6

October 22 Through December 31, 2013 $

277.2

January 1 Through October 21, 2013 $

1,078.2

Income/(loss) from operations

483.0

(108.0)

(135.8)

112.5

Net income/(loss) from continuing operations

228.9

(197.6)

(124.3)

121.8

—

(15.6)

(0.4)

416.2

64.0

Net loss from discontinued operations Adjusted EBITDA (1)

632.3

— 275.1

_________________________ (1)

See Reconciliations of Adjusted Earnings before Interest Income/Expense, Income Taxes, Depreciation and Amortization ("EBITDA") to Net Income/(Loss) from Continuing Operations.

Net revenues for 2015 were $2,345.5 million as compared to $1,867.6 million in 2014 , which was an improvement of $477.9 million , or 25.6% . The increase in revenues for CIE was primarily driven by strong organic growth in CIE's social and mobile games, as well as the February 2014 acquisition of Pacific Interactive. The increase in revenues for Casino Properties and Developments was primarily a result of the openings of The Cromwell in May 2014 and Horseshoe Baltimore in August 2014, increased rates and the availability of rooms as a result of renovations at The LINQ Hotel & Casino which was substantially completed and available to guests in early May 2015, and was partially offset by lower revenues at Harrah's New Orleans as a result of the April 2015 smoking ban. Income from operations for 2015 was $483.0 million as compared to a loss of $108.0 million in 2014 , which was an improvement of $591.0 million . The improvement in income from operations was primarily attributable to an increase in revenue, a decrease in the fair value of contingently issuable non-voting membership units in 2015, the impairment of goodwill for Bally's Las Vegas recognized in the fourth quarter of 2014 and offset by increased expenses resulting from the opening of the Horseshoe Baltimore. Excluding the impact of the change in fair value of contingently issuable non-voting membership units and the change in fair value of contingent consideration from both periods as well as the impairment of goodwill for Bally's Las Vegas, income from operations for 2015 improved by $254.9 million primarily due to the income impact of increased revenues partially offset by operating expenses incurred after the openings of The Cromwell and Horseshoe Baltimore. Net loss from discontinued operations was $15.6 million for 2014 , related to one of CIE's development studios in Minsk, Belarus which was disposed of in the fourth quarter of 2014 . Adjusted EBITDA for 2015 and 2014 was $632.3 million and $416.2 million , respectively. The increase of $216.1 million , or 51.9% , from prior year was driven primarily by the income impact of increased revenues partially offset by operating expenses incurred after the openings of The Cromwell and Horseshoe Baltimore. Net revenues for 2014 increased by $512.2 million , or 37.8% , compared with 2013 , driven by strong performance in both operating units, including CIE's February 2014 acquisition of Pacific Interactive and the openings of The Cromwell in May 2014 and Horseshoe Baltimore in August 2014 . 66

Loss from operations for 2014 was $108.0 million as compared with $23.3 million for 2013 . The increase in loss from operations was primarily attributable to an impairment of goodwill for Bally's Las Vegas of $147.5 million , partially offset by a decrease in the fair value of contingently issuable non-voting membership units to be issued to Caesars Entertainment pursuant to the terms of the Transactions. Adjusted EBITDA increased $77.1 million , or 22.7% , in 2014 as compared with 2013 , driven primarily by the income impact of increased revenues. Operating Results Interactive Entertainment Predecessor Growth Partners

CGP LLC Year Ended December 31, 2015

(In millions) Net revenues

766.5

Income/(loss) from operations Net income/(loss) from continuing operations Net loss from discontinued operations Adjusted EBITDA

Year Ended December 31, 2014 $

586.8

74.0

January 1 Through October 21, 2013 $

242.6

189.9

21.3

(5.7)

(1.3)

127.7

(20.9)

(8.8)

(0.4)

—

(15.6)

(0.4)

177.0

19.1

282.7

(1)

October 22 Through December 31, 2013

— 78.4

_________________________ (1)

See Reconciliations of Adjusted EBITDA to Net Income/(Loss) from Continuing Operations .

Interactive Entertainment net revenues increased by $179.7 million , or 30.6% , in 2015 as compared to 2014 , resulting primarily from strong organic growth in CIE's social and mobile games, as well as the February 2014 acquisition of Pacific Interactive. Income from operations increased by $168.6 million in 2015 as compared to 2014 , primarily driven by the income impact of increased revenues, expense related to the change in fair value of contingent consideration recognized in the prior year and lower stockbased compensation expense partially offset by increased advertising expenses. Net loss from discontinued operations was $15.6 million in 2014 due to CIE's suspension of operations of the Minsk development studio. Adjusted EBITDA increased by $105.7 million , or 59.7% , in 2015 as compared to 2014 , driven by the income impact of increased revenues and reduced marketing expenses for online real money gaming. Interactive Entertainment net revenues increased by $270.2 million , or 85.3% , in 2014 as compared to 2013 , as a result of the February 2014 acquisition of Pacific Interactive, organic growth in the social and mobile games business and the full-year impact of online real money gaming in Nevada and New Jersey. Income from operations for 2014 was $21.3 million as compared with a loss in operations of $7.0 million for the comparable period in 2013 . Net loss from discontinued operations was $15.6 million in 2014 as compared to $0.4 million in 2013 due to CIE's suspension of operations of the Minsk development studio. Adjusted EBITDA increased by $79.5 million , or 81.5% , in 2014 as compared with 2013 , driven by the income impact of increased revenues, partially offset by increased marketing expenses associated with online real money gaming, operating expenses due to the business growth of social and mobile games and foreign currency transaction losses of $5.4 million . Casino Properties and Developments Predecessor Growth Partners

CGP LLC Year Ended December 31, 2015

(In millions) Net revenues

1,579.0 193.2

Income/(loss) from operations

(0.9)

(Loss)/income from continuing operations Adjusted EBITDA (1)

366.5

Year Ended December 31, 2014 $

1,280.8

October 22 Through December 31, 2013 $

203.2

January 1 Through October 21, 2013 $

835.6

(74.5)

25.3

(280.4)

4.1

113.8 32.2

254.4

47.0

196.7

_________________________ (1)

See Reconciliations of Adjusted EBITDA to Net Income/(Loss) from Continuing Operations .

Performance of the Casino Properties and Developments operating unit is measured in part through tracking of trips by rated customers, which means a customer whose gaming activity is tracked through Caesars Entertainment's Total Rewards system, referred to as "trips," and spend per rated customer trip, referred to as "spend per trip." A trip is created by a Total 67

Rewards card holder engaging in one or more of the following activities while at our property: (1) hotel stay, (2) gaming activity or (3) a comp redemption, which means the receipt of a complimentary item given out by the casino. Lodgers are guests registered with the Total Rewards program who stay at our property and non-lodgers are guests registered with the Total Rewards program not staying at the property. Customer spend means the cumulative rated theoretical spend (which is the amount of money expected to be retained by the casino based upon the mathematics underlying the particular game as a fraction of the amount of money wagered by the customer) across all game types for a specific customer. The average combined gross hold is the percentage of the amount wagered across all game types (including table games and slot machines) that the casino retained. Casino Properties and Developments net revenues for 2015 increased by $298.2 million , or 23.3% , when compared to 2014 , primarily due to the openings of The Cromwell in May 2014 and Horseshoe Baltimore in August 2014, and by increased rates and the availability of rooms as a result of the completion of renovations at The LINQ Hotel & Casino, partially offset by lower revenues at Harrah's New Orleans due to the April 2015 smoking ban. Total trips increased approximately 25.8% in 2015 when compared to 2014 , primarily driven by the openings of Horseshoe Baltimore and The Cromwell. Casino revenues for 2015 and 2014 were $1,009.6 million and $799.9 million , respectively. The increase in Casino revenues was primarily due to the opening of Horseshoe Baltimore and completion of renovations at The LINQ Hotel & Casino. Gross casino hold also saw a positive variance, increasing from 11.2% in 2014 to 11.9% in 2015 . Room revenues for 2015 and 2014 were $323.2 million and $258.4 million , respectively. The increase in Room revenues was primarily due to the availability of rooms and increased rates as a result of the completion of renovations at The LINQ Hotel & Casino, higher demand in the Las Vegas market and the increase in resort fees in late 2014. Cash average daily room rates for 2015 increased to approximately $123 , or 13.9% , when compared to approximately $108 for the same period in 2014 . Average daily occupancy was 92.4% and 89.7% for 2015 and 2014 , respectively. Revenue per available room ("RevPar") for 2015 and 2014 was $112 and $98 , respectively, or an increase of 14.3% . Food and beverage revenues for 2015 and 2014 were $275.0 million and $245.5 million , respectively. The increase in Food and beverage revenues was driven largely by the completion of renovations at The LINQ Hotel & Casino in 2015 and new offerings that opened in 2014 across the portfolio including various new venues at The Cromwell and Horseshoe Baltimore. Other revenues for 2015 and 2014 were $162.9 million and $156.6 million , respectively. The increase was primarily due to the opening of Horseshoe Baltimore as well as increases in entertainment and retail revenue at The LINQ Hotel & Casino. Income from operations was $193.2 million for 2015 as compared to loss from operations of $74.5 million in 2014 . The improvement was primarily attributable to the impairment of goodwill for Bally's Las Vegas recognized in the fourth quarter of 2014 and the income impact of increased revenues, offset by increased expenses resulting from the opening of Horseshoe Baltimore. Adjusted EBITDA for 2015 increased by $112.1 million , or 44.1% , when compared to the same period in 2014 primarily driven by increased revenues, partially offset by operating expenses incurred after the openings of The Cromwell and Horseshoe Baltimore. Adjusted EBITDA was positively impacted by favorable casino hold of $12.6 million year over year. Casino Properties and Developments net revenues for 2014 increased by $242.0 million , or 23.3% , when compared to the same period in 2013 , primarily due to the opening of The Cromwell in May 2014 and the opening of Horseshoe Baltimore in August 2014 . For 2014 , total rated trips increased by approximately 31.8% from 2013 , driven by a 37.8% increase for non-lodgers, partially offset by a 4.7% decrease for lodgers. While spend per trip for lodgers and non-lodgers increased respectively, the shift to non-lodgers who typically spend less caused combined spend per trip to decline approximately 4.9% . Casino revenues for 2014 and 2013 were $799.9 million and $663.5 million , respectively. The increase in Casino revenues was primarily due to the openings of Horseshoe Baltimore and The Cromwell in 2014. Gross casino hold decreased from 11.5% in 2013 to 11.2% in 2014 . Room revenues for 2014 and 2013 were $258.4 million and $241.0 million , respectively. The increase in Room revenue was primarily due to the introduction of resort fees and renovated rooms at Bally's Las Vegas and The LINQ Hotel & Casino. Cash average daily room rates for 2014 increased to $108 , or approximately 25.6% , when compared to approximately $86 in 2013 . Average daily occupancy was 89.7% in 2014 and 89.5% in 2013 . RevPar for 2014 and 2013 was $98 and $82 , respectively, or an increase of 19.5% . The revenue impact of favorable trends in room metrics was mostly offset by a lower number of rooms available due to room renovations at The LINQ Hotel & Casino. Food and beverage revenues for 2014 and 2013 were $245.5 million and $200.6 million , respectively. The increase in Food and beverage revenues was driven largely by new offerings that opened in 2014 such as various new venues at Horseshoe Baltimore and The Cromwell. Other revenues for 2014 and 2013 were $156.6 million and $94.0 million , respectively. The increase is primarily due to the opening of Drai's at The Cromwell and enhanced entertainment options at the new Axis Theater at Planet Hollywood. 68

Loss from operations was $74.5 million for 2014 as compared to income from operations of $139.1 million in 2013 . Income impact of increased revenues was more than offset by the combination of an impairment of goodwill for Bally's Las Vegas of $147.5 million , increased expenses at The LINQ Hotel & Casino primarily due to its stripfront lease, and increased pre-opening expenses associated with Horseshoe Baltimore. Adjusted EBITDA increased by $10.7 million , or 4.4% , for 2014 when compared with 2013 primarily driven by the income impact of increased revenues. Incentives are often provided for customers to stay and play at our properties. Incentives are provided to customers based on a number of factors such as marketing plans, competitive factors, economic conditions, and regulations. These incentives come in a variety of different forms including free and discounted products, gaming credits, food and beverage credits, hotel room credits, and other forms. The retail value of accommodations, food and beverage, and other services furnished to casino guests is included in gross revenue and then deducted as promotional allowances. Hence, net revenues as discussed above include all promotional allowances. CGP LLC believes its allocation of promotional allowances to be within industry standards and appropriate for its brands and competitive environment. Other Factors Affecting Net Income Predecessor Growth Partners

CGP LLC Year Ended December 31, 2015

(In millions) Interest expense, net of interest capitalized

Year Ended December 31, 2014

(196.1)

(172.9)

Interest income - related party

—

119.2

Impairment of investment in notes from related party

—

Gain on sale of investment in notes from related party

—

Loss on extinguishment of debt

—

Other income, net Provision for income taxes (1) Net loss from discontinued operations Net loss/(income) attributable to non-controlling interests (2)

October 22 Through December 31, 2013 $

(16.3)

January 1 Through October 21, 2013 $

(61.0)

35.8

138.5

(63.5)

—

99.4

—

(23.8)

(0.9)

(0.7)

3.9

0.9

—

0.5

(61.9)

(48.9)

(7.1)

(68.0)

—

(15.6)

(0.4)

—

(7.1)

33.0

4.6

5.1

_________________________ (1)

(2)

The provision for income taxes for CGP LLC for 2015 and 2014 , and for the period from October 22 through December 31, 2013 represents the income taxes from its corporate subsidiary, CIE, which is taxed as a corporation for federal, state and foreign income tax purposes. CGP LLC's provision for income taxes also includes the allocated income taxes from the consolidated Caesars Entertainment provision for income taxes for the period up to the date of acquisition by CGP LLC for the properties acquired from CEOC in May 2014 . No provision for income taxes is reported for properties within the Casino Properties and Developments operating unit of CGP LLC that were acquired in 2013 as such properties are taxed as a partnership for federal and state income tax purposes whereby any income or losses were allocated to the CGP LLC members and taxed by each member. Predecessor Growth Partners' income taxes represent the allocated income taxes from the consolidated Caesars Entertainment provision for income taxes as if Predecessor Growth Partners filed separate U.S. federal, state and foreign income tax returns, and does not recognize the pass-through entity structure of CGP LLC. CGP LLC's non-controlling interest reflects the non-controlling interest associated with consolidating CIE and the Maryland Joint Venture into CGP LLC. As the financial statements of Predecessor Growth Partners were prepared on a combined basis rather than a consolidated basis, the non-controlling interest associated with CIE is not included within the financial statements of Predecessor Growth Partners.

Interest Expense, Net of Interest Capitalized The table below summarizes CGP LLC's interest expenses, net of interest capitalized: Year Ended December 31, (In millions)

2015

CGPH Term Loan, Revolving Credit Facility, and 2022 Notes

Cromwell Credit Facility

2014 (147.7)

(21.5)

Planet Hollywood Loan Agreement

Other interest income/(expense), including capitalized interest $

Interest expense, net of interest capitalized

—

(16.6)

(18.6)

(14.9)

(39.3)

(30.2)

(11.5)

(9.6)

3.3

(3.6)

—

Baltimore Credit and FF&E Facilities

2013 (126.3)

(196.1)

(172.9)

(9.8) $

(77.3)

Interest Income - Related Party CGP LLC recognized interest income on the CEOC Notes through the third quarter of 2014 . The CEOC Notes had fixed interest rates ranging from 5.625% to 6.50% and maturities ranging from 2015 to 2017. During the third quarter of 2014, CGP LLC sold a portion of the notes to CEOC and distributed the remaining notes as a dividend to its members, pro-rata based upon each member's ownership percentage in CGP LLC. 69

Impairment of Investment in Notes from Related Party On August 6, 2014 , CGP LLC effectuated a distribution of its 5.75% and 6.50% face value aggregate principal amount of CEOC Notes as a dividend to its members, pro-rata based upon each member's ownership percentage in CGP LLC. Immediately prior to the Notes Distribution, CGP LLC recorded an impairment charge of $63.5 million to release losses that had been accumulated in equity, given that CGP LLC would not recover its amortized cost basis in the CEOC Notes. Gain on Sale of Investment in Notes from Related Party On May 5, 2014 CGP LLC entered into a note purchase agreement to sell a portion of its CEOC Notes back to CEOC at fair market value. On July 29, 2014 , CGP LLC received $451.9 million of consideration (including $3.8 million for interest) in connection with the Note Purchase Agreement and recognized a gain of $99.4 million . Loss on Extinguishment of Debt The Planet Hollywood secured loan contained excess cash flow provisions which required mandatory prepayments when certain conditions were met. Prepayments in excess of the recorded book value of principal owed were recorded in Loss on extinguishment of debt in the Combined and Consolidated Statements of Operations of CGP LLC and Combined Statements of Operations for Predecessor Growth Partners. Inclusive of the impact of the loan payoff in conjunction with the Second Lien Intercreditor Agreement as defined in Intercreditor Agreement and Collateral Agreements section of Note 7 - Debt to the CGP LLC Combined and Consolidated Financial Statements in Exhibit 99.1. Loss on extinguishment of debt for the years ended December 31, 2014 and 2013 was $23.8 million and $1.6 million , respectively. There was no Loss on extinguishment of debt recognized for the year ended December 31, 2015 . Other Income/(Expense), Net For the years ended December 31, 2015, 2014 and 2013 , Other income, net was $3.9 million , $0.9 million and $0.5 million , respectively. The increase in Other income, net for 2015 as compared to 2014 was due to CIE's gain recognized on a contract termination. Provision for Income Taxes CGP LLC The provision for income taxes for CGP LLC represents the income taxes from its subsidiary, CIE, which is taxed as a corporation for federal, state and foreign income tax purposes. CGP LLC's provision for income taxes also includes the allocated income taxes from the consolidated Caesars Entertainment provision for income taxes for the period up to the date of acquisition by CGP LLC for the properties acquired from CEOC in May 2014 . The provision for income taxes for CGP LLC differs from the expected federal tax rate of 35.0% primarily due to CGP LLC income not taxed at the CGP LLC entity level. The effective tax rates for December 31, 2015 and 2014 were 21.3% and (32.9)% , respectively. The increase in the effective tax rate for 2015 is primarily due to CGP LLC income not taxed at the CGP LLC entity level in 2015 versus CGP LLC losses not tax benefitted at the CGP LLC entity level in 2014. Predecessor Growth Partners The provision for income taxes represents the allocated income taxes from the consolidated Caesars Entertainment provision for income taxes as if Predecessor Growth Partners filed separate U.S. federal, state, and foreign income tax returns. The provision for income taxes for the periods presented differs from the expected federal tax rate of 35% primarily due to tax benefits from foreign operations partially offset by nondeductible stock-based compensation and nondeductible expenses, including lobbying expenditures and professional fees. The effective tax rate for the period from January 1 through October 21, 2013 was 35.8% . Net Loss from Discontinued Operations, Net of Income Tax In June 2014 , CIE concluded that, effective August 2014 , it would suspend operations of its Minsk development studio. As a result, CIE recorded an impairment of $15.5 million in the second quarter of 2014 . In the third quarter of 2014 , CIE settled its accrued contingent consideration liability for $4.5 million and recognized a gain of $1.4 million on the final disposition of the entity. CGP LLC has presented the operations of the Minsk development studio as discontinued operations in CGP LLC's Combined and Consolidated Statements of Operations. Net Loss/(Income) Attributable to Non-controlling Interests CGP LLC CGP LLC's non- controlling interest reflects the non-controlling interest associated with consolidating CIE and the Maryland Joint Venture into CGP LLC. Net income attributable to non-controlling interests in Caesars Interactive for 2015 was $20.2 million . For 2014 and the period from October 22 through December 31, 2013 , net loss of $4.5 million and $0.9 million 70

was attributable to non-controlling interests in CIE for the respective period. Net loss attributable to non-controlling interests in the Maryland Joint Venture was $13.1 million , $28.5 million and $3.7 million for the years ended December 31, 2015 , 2014 and the period from October 22 through December 31, 2013 , respectively. Predecessor Growth Partners As the financial statements of Predecessor Growth Partners were prepared on a combined basis rather than a consolidated basis, the non-controlling interest associated with CIE is not included within the financial statements of Predecessor Growth Partners. For the period from January 1 through October 21, 2013 , net loss attributed to noncontrolling interests related to losses in the Maryland Joint Venture and CIE was $5.1 million and zero , respectively. Reconciliations of Adjusted EBITDA to Net Income/(Loss) from Continuing Operations CGP LLC and Predecessor Growth Partners use Adjusted EBITDA as a supplemental measure of its financial performance. EBITDA is comprised of net income before (i) interest expense, net of capitalized interest, (ii) interest income, (iii) provision for income taxes, and (iv) depreciation and amortization expense. Adjusted EBITDA is comprised of EBITDA, further adjusted for certain items that CGP LLC and Predecessor Growth Partners do not consider indicative of its ongoing operating performance. The financial statements are prepared in accordance with generally accepted accounting principles in the United States. Adjusted EBITDA is a non-GAAP financial measure that is reconciled to its most comparable GAAP measure below. Adjusted EBITDA is included because management believes that Adjusted EBITDA provides investors with additional information that allows for an understanding of the results of operational activities separate from the financial impact of capital investment decisions made for the long-term benefit of CGP LLC and Predecessor Growth Partners. Because not all companies use identical calculations, the presentation of CGP LLC's and Predecessor Growth Partners' EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.

For the Year Ended December 31, 2015 (In millions)

Interactive Entertainment

Net income/(loss) from continuing operations

127.7

Provision for income taxes Income/(loss) from continuing operations before income taxes Interest expense, net of interest capitalized Depreciation and amortization EBITDA Other (income)/expense, net

Casino Properties and Developments $

(0.9)

61.9

—

189.6

(0.9)

Other (1) $

Total 102.1

228.9

—

61.9

102.1

290.8

5.2

194.1

(3.2)

196.1

29.8

148.0

—

177.8

224.6

341.2

98.9

664.7

—

1.0

(3.9)

12.0

—

12.1

(4.9)

Write-downs, reserves and project opening costs, net of recoveries (3)

0.1

Change in fair value of contingently issuable non-voting membership units (4)

—

Acquisition and integration costs

—

0.3

—

Impairment of tangible and other intangible assets

—

1.0

—

1.0

59.5

5.0

—

64.5

Stock-based compensation (6) Other (7) Adjusted EBITDA

3.4 $

282.7

(117.2)

7.0 $

366.5

(117.2) 0.3

0.4 $

(16.9)

10.8 $

632.3

For the Year Ended December 31, 2014 (In millions)

Interactive Entertainment

Net income/(loss) from continuing operations

(20.9)

Provision for income taxes

Casino Properties and Developments $

(280.4)

Other (1) $

Total 103.7

36.3

12.6

15.4

(267.8)

Interest expense, net of interest capitalized

5.8

169.5

(2.4)

Interest income, including related party

—

(120.2)

28.5

114.5

Income/(loss) from continuing operations before income taxes

Depreciation and amortization

(197.6)

—

48.9

103.7

(148.7) 172.9 (120.2)

—

143.0

EBITDA

49.7

16.2

Other expense, net

0.1

—

0.1

Loss on extinguishment of debt (2)

—

23.8

—

23.8

Write-downs, reserves and project opening costs, net of recoveries (3)

2.5

50.6

—

53.1

Change in fair value of contingently issuable non-voting membership units (4)

—

38.7

32.7

—

32.7

Impairment of goodwill

—

147.5

—

147.5

Acquisition and integration costs

2.0

14.5

0.9

17.4

Gain on sale of investment in notes from related party

—

(99.4)

Impairment on investment in notes from related party

—

63.5

86.7

1.3

—

88.0

3.3

0.5

—

Change in fair value of contingent consideration (5)

Stock-based compensation

(6)

Other (7) Adjusted EBITDA

177.0

254.4

(18.9)

(15.2)

47.0

3.8 $

416.2

For the Period From October 22 Through December 31, 2013 (In millions)

Interactive Entertainment

Net (loss)/income from continuing operations

(8.8)

Provision for income taxes

Casino Properties and Developments $

2.6

(Loss)/income from continuing operations before income taxes

4.1 4.5

(6.2)

8.6

Interest expense, net of interest capitalized

0.5

15.8

Interest income, including related party

—

Depreciation and amortization

Other (1) $

Total (119.6)

—

(124.3) 7.1

(119.6)

(117.2)

—

16.3

(35.8)

3.6

17.5

(2.1)

41.9

Loss on extinguishment of debt (2)

—

0.9

—

Write-downs, reserves and project opening costs, net of recoveries (3)

—

3.9

—

3.9

Change in fair value of contingently issuable non-voting membership units (4)

—

138.7

Change in fair value of contingent consideration (5)

2.9

—

2.9

Acquisition and integration costs

0.1

—

14.6

14.7

17.8

0.2

—

18.0

0.4

0.1

—

EBITDA

Stock-based compensation (6) Other (7) Adjusted EBITDA

19.1

47.0

—

21.1

(155.4)

(2.1)

(115.6) 0.9

0.5 $

64.0

For the Period From January 1 Through October 21, 2013 (In millions)

Interactive Entertainment

Net (loss)/income from continuing operations

(0.4)

(Benefit from)/provision for income taxes

Casino Properties and Developments $

32.2

Other (1) $

Total 90.0

121.8

(3.0)

22.5

48.5

68.0

(3.4)

54.7

138.5

189.8

Interest expense, net of interest capitalized

2.2

58.8

Interest income, including related party

—

(Loss)/income from continuing operations before income taxes

Depreciation and amortization

—

61.0

(138.5)

13.7

66.8

—

80.5

EBITDA

12.5

180.3

—

192.8

Other income, net

(0.1)

(0.4)

—

Loss on extinguishment of debt (2)

—

0.7

—

0.7

Write-downs, reserves and project opening costs, net of recoveries (3)

—

15.6

—

15.6

50.0

—

50.0

0.5

—

0.5

13.2

0.3

—

13.5

2.3

0.2

—

Change in fair value of contingent consideration (5) Acquisition and integration costs Stock-based compensation

(6)

Other (7) Adjusted EBITDA

78.4

196.7

—

(0.5)

2.5 $

275.1

_________________________ (1) (2)

(3) (4)

(5) (6) (7)

Includes investment in CEOC bonds through the third quarter of 2014 , the CGP parent company and intercompany eliminations. Amounts represent the difference between the fair value of consideration paid and the book value, net of deferred financing costs, of debt retired through debt extinguishment transactions, which are capital structure related, rather than operational type costs. Amounts primarily represent development costs related to the construction of The Cromwell and Horseshoe Baltimore, and the renovation of The LINQ Hotel & Casino. Amounts represent the change in fair value of contingently issuable non-voting membership units associated with the CIE earn-out calculation related to the transactions establishing CGP LLC. The total amount represents the estimated fair value of CGP LLC non-voting membership units to be issued to a subsidiary of Caesars Entertainment. Amounts represent the change in fair value of contingent consideration for CIE acquisitions. Amounts represent stock-based compensation expense related to stock options, restricted stock and restricted stock units. Amounts represent other add-backs and deductions to arrive at Adjusted EBITDA but not separately identified, such as lobbying expenses.

Liquidity and Capital Resources Capital Spending CGP LLC incurs capital expenditures in the normal course of business, performs ongoing refurbishment and maintenance at its existing casino entertainment facilities, and periodically expands and enhances the information technology infrastructure required to operate its social and mobile games in order to maintain their quality standards. Cash used for capital expenditures in the normal course of business is typically made available from cash flows generated by operating activities while cash used for development projects is typically funded from specific project financing and additional debt offerings. CGP LLC may also pursue acquisition opportunities for additional businesses or social or mobile games that meet its strategic and return on investment criteria. CGP LLC's capital spending and maintenance, if they go forward, could require significant capital commitments and, if completed, may result in significant additional revenues. The commitment of capital, the timing of completion, and the commencement of operations of development projects are contingent upon, among other things, negotiation of final agreements and receipt of requisite approvals from the applicable political and regulatory bodies. Excluding amounts spent for the purchases of businesses, CGP LLC's cash used for capital spending for the years ended December 31, 2015 and 2014 and the period from October 22 through December 31, 2013 was $174.5 million , $568.3 million and $42.6 million , respectively. Predecessor Growth Partners' cash used for capital spending for the period from January 1, 2013 through October 21, 2013 totaled $156.6 million . The majority of the 2015 capital spending related to the renovation of The LINQ Hotel & Casino. The LINQ Hotel & Casino began opening a portion of the Phase II renovations in March 2015 and it was substantially completed in early May 2015 . The majority of the 2014 and 2013 capital spending related to The Cromwell which was completed and reopened in the second quarter of 2014 , Horseshoe Baltimore which opened in August 2014 , and the renovation of The LINQ Hotel & Casino. For the years ended December 31, 2015 , 2014 and 2013 , capital expenditures net of related payables for The LINQ Hotel & Casino were $112.0 million , $111.8 million and $36.0 million , respectively. For the years ended December 31, 2014 and 2013 , capital expenditures net of related payables for The Cromwell were $139.0 million and $58.6 million , respectively. For the year ended December 31, 2014 , capital expenditures net of related payables for Horseshoe Baltimore was $258.6 million . 73

Liquidity CGP LLC and its subsidiaries' primary sources of liquidity include currently available cash and cash equivalents, cash flows generated from its operations and borrowings under the $150.0 million CGPH revolving credit agreement ("CGPH Revolving Credit Facility") which is intended to satisfy CGPH's short-term liquidity needs. CGP LLC's cash and cash equivalents, excluding restricted cash, totaled $901.7 million and $944.1 million at December 31, 2015 and 2014 , respectively. Of total cash and cash equivalents, Caesars Interactive had $99.1 million and $92.1 million in foreign subsidiaries at December 31, 2015 and 2014 , respectively. Caesars Interactive may use the cash in its subsidiaries outside the U.S. to repay debt payable to related parties, fund operations at these subsidiaries, pursue international acquisitions, or repatriate the cash to the United States. Payments of short-term debt obligations and other commitments are expected to be made from operating cash flows. Long-term obligations are expected to be paid through operating cash flows, refinancing of existing debt or the issuance of new debt, or, if necessary, additional investments from its equity holders. CGP LLC's operating cash inflows are used for operating expenses, debt service costs, repurchase of equity from CIE's management shareholders, working capital needs and capital expenditures in the normal course of business. CGP LLC's ability to refinance debt will depend upon numerous factors such as market conditions, CGP LLC's financial performance, and the limitations applicable to such transactions under CGP LLC's and its subsidiaries' financing documents. Additionally, CGP LLC's ability to fund operations, pay debt obligations, and fund planned capital expenditures depends, in part, upon economic and other factors that are beyond CGP LLC's control, and disruptions in capital markets and restrictive covenants related to CGP LLC's existing debt could impact CGP LLC's ability to fund liquidity needs, pay indebtedness and secure additional funds through financing activities. CGP LLC's restricted cash totaled $12.5 million and $40.0 million at December 31, 2015 and 2014 , respectively. Restricted cash and cash equivalents include amounts restricted under the terms of the Baltimore Credit Facility and the Cromwell Credit Facility, as defined below. The classification of restricted cash between current and long-term is dependent upon the intended use of each particular reserve. Issuers issued $675.0 million aggregate principal amount of their 9.375% second-priority senior secured notes due 2022 pursuant to an indenture dated as of April 17, 2014, among the Issuers and US Bank National Association, as trustee (the "Indenture"). On May 8, 2014 , CGPH closed on $1.175 billion of term loans pursuant to a credit agreement. CGPH filed a registration statement on Form S-4 (the "Registration Statement") on March 30, 2015 and amendments to such Registration Statement on May 18, 2015 and May 29, 2015 to initiate an offer to exchange the 2022 Notes and certain related guarantees in a private offering for a like aggregate amount of CGPH's registered 9.375% Second-Priority Senior Secured Notes due 2022 and certain related guarantees (collectively refer to as the "Exchange Notes"). The Registration Statement was declared effective on June 26, 2015 (the "Effective Date"). The exchange offer was consummated on July 28, 2015. As of December 31, 2015 , CGPH had $1,125.7 million , $660.3 million and $45.0 million in book value of indebtedness outstanding for the CGPH Term Loan, 2022 Notes and Revolving Credit Facility, respectively. At December 31, 2014 , the book value of indebtedness outstanding for the CGPH Term Loan and 2022 Notes was $1,132.5 million and $658.7 million , respectively. As of December 31, 2015 , the assets of Harrah's New Orleans, Bally's Las Vegas, Planet Hollywood and The LINQ Hotel & Casino were pledged as collateral for certain of CGPH's outstanding debt securities. In November 2012, Corner Investment Propco, LLC ("PropCo") entered into a $185.0 million , seven-year senior secured credit facility bearing interest at LIBOR plus 9.75% with a LIBOR floor of 1.25% (the "Cromwell Credit Facility") to fund the renovation of The Cromwell into a boutique lifestyle hotel. As of December 31, 2015 , the assets of The Cromwell were pledged as collateral for the Cromwell Credit Facility. As of December 31, 2014 , CIE had $39.8 million of book value of indebtedness outstanding and payable to Caesars Entertainment which was repaid in its entirety during the year ended December 31, 2015 . Horseshoe Baltimore had $318.8 million and $319.2 million for the respective periods, and The Cromwell had $169.2 million and $178.0 million , respectively, of book value of indebtedness outstanding and payable to third-party lenders for the same periods. As of December 31, 2015 and 2014, CGP LLC had $2,402.3 million and $2,386.2 million , respectively, face value of indebtedness outstanding, including capital lease indebtedness. Cash paid for interest for years ended December 31, 2015, 2014 and 2013 was $190.9 million , $117.4 million , and $45.3 million , respectively. CGP LLC believes that its cash and cash equivalents balance and its cash flows from operations will be sufficient to meet its normal operating and debt service requirements during the next 12 months and the foreseeable future and to fund capital expenditures expected to be incurred in the normal course of business. 74

Capital Resources The following table presents CGP LLC's outstanding third-party debt as of December 31, 2015 and 2014 .

(Dollars in millions) Secured debt Caesars Growth Properties Holdings Revolving Credit Facility (1) Caesars Growth Properties Holdings Term Loan Caesars Growth Properties Holdings Notes

Final Maturity

Interest Rates at December 31, 2015

Face Value at December 31, 2015

2019

variable

2021

6.25%

1,157.4

1,125.7

1,132.5

Book Value at December 31, 2015

45.0

2014

45.0

—

2022

9.375%

675.0

660.3

658.7

2019 - 2020

8.25% - 8.75%

327.3

315.0

315.6

Cromwell Credit Facility

2019

11.00%

174.6

169.2

178.0

Capital lease obligations

2016 - 2017

various

1.2

3.9

2018

8.00%

4.7

3.8

3.6

14.5

Horseshoe Baltimore Credit and FF&E Facilities

Other financing obligations Unsecured debt Special Improvement District Bonds

2037

5.30%

14.1

Other financing obligations

2016

various

3.0

4.5

2,402.3

2,337.3

2,311.3

Total debt Current portion of total debt

(69.7) $

Long-term debt

2,332.6

(69.7) $

2,267.6

(19.6) $

2,291.7

________________________________ (1)

Variable interest rate calculated as LIBOR plus 5.25%

$39.8 million as of December 31, 2014. During the year ended December 31, 2015 , CIE repaid in full the $39.8 million outstanding balance. Rock Promissory Notes In March 2012, Rock and CIE entered into an agreement pursuant to which Rock purchased approximately 6,155 shares of CIE common stock for $30.4 million in cash and agreed to purchase additional shares of CIE common stock on or before July 2, 2012. CIE used the proceeds from this sale to prepay a portion of the then outstanding balance on the credit facility. In June 2012, CIE and Rock modified the agreement with Rock such that CIE issued to Rock approximately 382 shares of CIE common stock and a promissory note for $28.5 million in exchange for $30.4 million in cash. The promissory note was convertible into approximately 5,773 shares of CIE common stock, upon the satisfaction of certain criteria. In November 2012, CIE issued to Rock an additional promissory note for $19.2 million in exchange for $19.2 million in cash. The additional promissory note was convertible into approximately 3,140 shares of CIE common stock, upon the satisfaction of certain criteria. Both promissory notes automatically converted into 8,913 shares of CIE common stock in November 2014. Contingently Issuable Non-voting Membership Units Pursuant to the terms of the CGP Operating Agreement, in conjunction with CGP LLC's acquisition of CIE from Caesars Entertainment, CGP LLC is obligated to issue additional non-voting membership units to Caesars Entertainment to the extent that the earnings from a specified portion of CIE's social and mobile games business exceeds a predetermined threshold amount in 2015. Upon the October 21, 2013 closing of the Transactions, CGP LLC recorded a liability of $167.8 million representing the estimated fair value of the contingently issuable non-voting membership units. The estimated fair value of the contingently issuable non-voting membership units was adjusted to $228.0 million and $345.2 million at December 31, 2015 and December 31, 2014 , respectively. The change in fair value was a decrease of $117.2 million for 2015 and an increase of $38.7 million for 2014 , respectively, which was reported within the CGP LLC Combined and Consolidated Statements of Operations. CGP LLC believes that it will issue approximately 31.9 million Class B non-voting units pursuant to the terms of the Transactions, although the final number of units to be issued is subject to the agreement of both CAC and CEC. Investment in Senior Notes Previously Issued by a Related Party At December 31, 2013, CGP LLC owned $1.1 billion of aggregate principal amount of the CEOC Notes. On May 5, 2014 CGP LLC entered into a note purchase agreement to sell a portion of its CEOC Notes back to CEOC at fair market value. On July 29, 2014, CGP LLC received $451.9 million of consideration (including $3.8 million for interest) in connection with the CEOC Notes purchase transaction and recognized a gain of $99.4 million . On August 6, 2014, CGP LLC effectuated a distribution of its 5.75% and 6.50% face value aggregate principal amount of notes previously issued by CEOC as a dividend to its members, pro rata based upon each member's ownership percentage in CGP LLC. CAC, as a member of CGP LLC and the holder of 42.4% of the economic interests in CGP LLC at the time of the Notes Distribution, received in connection with the Notes Distribution $137.5 million in aggregate principal amount of the 6.50% Senior Notes and $151.4 million in aggregate principal amount of the 5.75% Senior Notes. Other Obligations and Commitments The table below summarizes CGP LLC's contractual obligations and other commitments as of December 31, 2015 . Payments Due by Period

(In millions) Debt payable to third parties, face value

0-3 years

Total $

2,402.3

4-5 years 115.7

After 5 years 501.0

1,785.6

1,081.1

568.6

362.4

150.1

Operating lease obligations

890.9

153.5

103.2

634.2

Other contractual obligations (2)

160.3

117.9

17.4

Estimated interest payments to third parties (1)

4,534.6

955.7

984.0

25.0 $

2,594.9

_________________________ (1) (2)

Estimated interest for variable rate debt included in this table is based on rates at December 31, 2015 . Entertainment obligations represent obligations to pay performers that have contracts for future performances. This amount does not include estimated obligations for future performances where payment is only guaranteed when the performances occur and/or is based on factors contingent upon the profitability of the performances.

Off-Balance Sheet Arrangements CGP LLC did not have any off-balance sheet arrangements at December 31, 2015 or 2014 . 76

Critical Accounting Policies and Estimates CGP LLC and Predecessor Growth Partners prepare their financial statements in conformity with GAAP. Certain accounting policies, including the estimated consumption rate of virtual goods that is used for revenue recognition in the social and mobile games business, useful lives of property, equipment and intangible assets, income taxes, accounting for stock-based compensation, the valuation of contingent consideration, the valuation of contingently issuable non-voting membership units, and the evaluation of goodwill and long-lived assets for impairment, require that CGP LLC and Predecessor Growth Partners apply significant judgment in defining the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. CGP LLC's and Predecessor Growth Partners' judgments are based on historical experience, terms of existing contracts, observance of trends in the industry, information provided by customers and information available from other outside sources, as appropriate. For a summary of CGP LLC's and Predecessor Growth Partners' significant accounting policies, please refer to the notes to the audited consolidated financial statements included in Note 1 — Description of Business and Summary of Significant Accounting Policies of the CGP LLC consolidated financial statements and Note 1 — Description of Business and Summary of Significant Accounting Policies of the Predecessor Growth Partners combined financial statements. CGP LLC and Predecessor Growth Partners consider accounting estimates to be critical accounting policies when: •

the estimates involve matters that are highly uncertain at the time the accounting estimate is made; and

•

different estimates or changes to estimates could have a material impact on the reported financial position, changes in financial position or results of operations.

When more than one accounting principle, or method of its application, is generally accepted, CGP LLC and Predecessor Growth Partners select the principle or method that they consider to be the most appropriate when given the specific circ*mstances. Application of these accounting principles requires them to make estimates about the future resolution of existing uncertainties. Due to the inherent uncertainty involving estimates, actual results reported in the future may differ from those estimates. In preparing these financial statements, CGP LLC and Predecessor Growth Partners have made their best estimates and judgments of the amounts and disclosures included in the financial statements, giving regard to materiality. Principles of Consolidation CGP LLC consolidates into its financial statements the accounts of any variable interest entity for which it is determined to be the primary beneficiary. CGP LLC analyzes its variable interests to determine if the entity that is party to the variable interest is a variable interest entity in accordance with GAAP. This analysis requires significant judgment on the part of management, and any changes to that judgment could result in reaching a different consolidation conclusion. CGP LLC's analysis includes both quantitative and qualitative reviews. Quantitative analysis is based on the forecasted cash flows of the entity. Qualitative analysis is based on CGP LLC's review of the design of the entity, its organizational structure including decision-making ability and financial agreements. Based on current analysis, Caesars Baltimore Investment Company, LLC, a wholly-owned subsidiary of CGP LLC, has an ownership interest in CR Baltimore Holdings ("CRBH"), a variable interest entity. Caesars Baltimore Investment Company, LLC has been determined to be the primary beneficiary of CRBH and therefore consolidates CRBH into its financial statements. As Caesars Baltimore Investment Company, LLC is wholly-owned by CGP LLC, CGP LLC therefore also consolidates the CRBH variable interest. CGP LLC also consolidates into its financial statements the accounts of any wholly-owned subsidiaries and any partially-owned subsidiaries that are not deemed to be variable interest entities and for which CGP LLC has the ability to control. Control generally equates to ownership percentage, whereby investments that are more than 50% owned are consolidated, investments in affiliates of 50% or less but greater than 20% are generally accounted for using the equity method, and investments in affiliates of 20% or less are accounted for using the cost method. CGP LLC's consolidated financial statements include the elimination of all intercompany accounts and transactions. Up through and including October 21, 2013, Predecessor Growth Partners combined into its financial statements the accounts of any variable interest entity for which it is determined to be the primary beneficiary. Predecessor Growth Partners analyzed its variable interests to determine if the entity that was party to the variable interest was a variable interest entity in accordance with GAAP. Based on the analyses, Predecessor Growth Partners was the primary beneficiary, and therefore had included the Horseshoe Baltimore development project in Maryland, a variable interest entity, in its combined financial statements. Predecessor Growth Partners' combined financial statements include the accounts of Predecessor Growth Partners and its subsidiaries after elimination of all intercompany accounts and transactions. These combined financial statements include the accounts of all wholly-owned subsidiaries and any partially-owned subsidiaries that Predecessor Growth Partners had the ability to control. 77

Application of Acquisition Method Accounting In December 2012, CIE consummated the acquisition of substantially all of the assets of Buffalo Studios, a social and mobile games developer based in Santa Monica, California. Aggregate cash consideration paid for this acquisition was $45.2 million , excluding amounts paid out in 2014 resulting from contingent consideration. In April 2014, CIE paid $58.5 million to the former owners of Buffalo Studios to settle the contingent obligation. On February 13, 2014, CIE acquired 100% of the voting and economic interest in Pacific Interactive, a company based in the United Kingdom. Aggregate consideration was $51.8 million , including CIE's preliminary estimate of $30.5 million in contingent consideration. Pacific Interactive is the operator of House of Fun Slots , which is among the leading social and mobile casino-themed games on Facebook, iOS, and Android platforms. Similar to CIE's legacy games, Pacific Interactive offers its games under a "freeto-play" model in which users can download and play the game for free, but are charged for additional game coins and other virtual consumable goods. CIE applied the acquisition method of accounting to these business combinations, which required the company to identify the acquiring entity, determine the appropriate acquisition date, recognize and measure the identifiable assets acquired and liabilities assumed in the transaction, and recognize and measure goodwill. The application of the acquisition method accounting guidance had the following effects on its consolidated financial statements: (i) CIE measured the fair value of identifiable assets and liabilities in accordance with promulgated valuation recognition and measurement provisions and recognized such in CGP LLC's consolidated balance sheets as of December 31, 2015 and 2014 ; (ii) CIE reported the operating results of Buffalo Studios in Predecessor Growth Partners' combined statements of operations and cash flows for the period ended October 21, 2013 as well as in CGP LLC's consolidated financial statements for periods subsequent to October 21, 2013; and (iii) CIE reported the operating results of Pacific Interactive subsequent to its acquisition date. CIE engaged independent third-party valuation expertise to assist in the fair value determination of identifiable intangible assets such as the established user base, the game engine and the developed games, and in the fair value determination of any other significant tangible assets or liabilities, such as long-lived property. Enterprise value allocation methodology requires that management make assumptions and apply judgment to estimate the fair value of acquired assets and liabilities. Management estimates the fair value of assets and liabilities primarily using discounted cash flows and replacement cost analysis. If actual amounts significantly differ from the estimates or assumptions used to complete the enterprise valuation and estimate the fair value of acquired assets and liabilities, the resulting difference can materially affect the fair value of net assets. CIE recorded acquisition date fair values of Buffalo Studios' assets of approximately $52.9 million , and fair value of liabilities assumed of approximately $2.1 million , excluding contingent consideration. CIE recorded acquisition date fair values of Pacific Interactive's assets of approximately $64.2 million , and fair value of liabilities assumed of approximately $12.4 million , excluding contingent consideration. Investment in CES Investment in CES consists of membership interests in CES which is a variable interest entity of which CGP LLC owns less than 20% and is not the primary beneficiary. CGP LLC does not exercise significant influence over the variable interest entity and therefore accounts for the investment using the cost method (see Note 19 — Related Party Transactions to the CGP LLC Combined and Consolidated Financial Statements in Exhibit 99.1). CGP LLC reviews this investment quarterly for indicators of other-than-temporary impairment. This determination requires significant judgment. In making this judgment, CGP LLC considers available quantitative and qualitative evidence in evaluating potential impairment of this investment. If the carrying value of CGP LLC's investment exceeds its estimated fair value, CGP LLC evaluates, among other factors, general market conditions, the duration and extent to which the estimated fair value is less than CGP LLC's carrying value, and CGP LLC's intent and ability to hold, or plans to sell, the investment. CGP LLC also considers specific adverse conditions related to the financial health of and business outlook for the investee, including operational and financing cash flow factors. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded and a new carrying basis in the investment will be established. CGP LLC did not recognize an impairment charge in fiscal years 2015 and 2014 on this investment. Long-Lived Assets CGP LLC has significant capital invested in its long-lived assets and judgments are made in determining the estimated useful lives of assets, salvage values to be assigned to assets, and if or when an asset has been impaired. The accuracy of these estimates affects the amount of depreciation and amortization expense recognized in the financial results and whether CGP LLC has a gain or loss on the disposal of an asset. CGP LLC assigns lives to its assets based on its standard policy, which is established by management as representative of the useful life of each category of asset. CGP LLC reviews the carrying value of its long-lived assets whenever events and circ*mstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. The factors considered by management 78

in performing this assessment include current operating results, trends and prospects, as well as the effect of obsolescence, demand, competition, and other economic factors. In estimating expected future cash flows for determining whether an asset is impaired, assets are grouped at the asset group level, which, for most of CGP LLC's assets, is the individual property. Goodwill and Other Non-Amortizing Intangible Assets The purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. CGP LLC and Predecessor Growth Partners determined the estimated fair values of assets acquired and liabilities assumed after review and consideration of relevant information including discounted cash flows, quoted market prices, and estimates made by management. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is recorded as goodwill. Predecessor Growth Partners performed its annual goodwill impairment assessment as of September 30, or more frequently if impairment indicators existed. CGP LLC performs its annual goodwill impairment assessment as of October 1, or more frequently if impairment indicators exist. CGP LLC determines, and Predecessor Growth Partners determined, the estimated fair value of each reporting unit based on a combination of EBITDA and estimated future cash flows discounted at rates commensurate with the capital structure and cost of capital of comparable market participants, giving appropriate consideration to the prevailing borrowing rates within the casino industry in general. CGP LLC also evaluates, and Predecessor Growth Partners also evaluated, the aggregate fair value of all of its reporting units and other non-operating assets in comparison to its aggregate debt and equity market capitalization at the test date. EBITDA multiples and discounted cash flows are common measures used to value businesses in CGP LLC's industry. Predecessor Growth Partners performed an annual impairment assessment of other non-amortizing intangible assets as of September 30 or more frequently if impairment indicators existed. CGP LLC performs its annual impairment assessment of other non-amortizing intangible assets as of October 1 or more frequently if impairment indicators exist. CGP LLC determines, and Predecessor Growth Partners determined, the estimated fair value of non-amortizing intangible assets by primarily using the "Relief from Royalty Method" and "Excess Earnings Method" under the income approach. The annual evaluation of goodwill and other non-amortizing intangible assets requires the use of estimates about future operating results, valuation multiples, and discount rates to determine their fair value. Changes in these assumptions can materially affect these estimates. Thus, to the extent the gaming volumes deteriorate further in the near future, discount rates increase significantly, or CGP LLC does not meet its projected performance, CGP LLC could have impairments to record in the next twelve months, and such impairments could be material. This is especially true for any of our properties where goodwill and other non-amortizing intangible assets have been partially impaired as a result of a recent impairment analysis. As of December 31, 2015 , CGP LLC had approximately $302.5 million in total book value of goodwill and $260.7 million of other non-amortizing intangible assets that are at risk of further partial or total impairment should CGP LLC experience minor adverse changes in our significant assumptions in the future. Of this amount, $237.0 million is allocated to Planet Hollywood, Harrah's New Orleans and CIE reporting units. These reporting units have estimated fair values significantly in excess of their carrying values and therefore, are not at risk of partial or total impairment outside of drastic, unforeseen circ*mstances. Specifically, Planet Hollywood's estimated fair value exceeded its carrying value by a margin of 189.1% , Harrah's New Orleans' estimated fair value exceeded its carrying value by a margin of 34.7% , and CIE's estimated fair value exceeded its carrying value by a margin of 951.0% . $65.5 million of goodwill is allocated to our Bally's Las Vegas reporting unit, at which we recorded impairment charges in the fourth quarter of 2014. At December 31, 2015, Bally's Las Vegas' estimated fair value exceeded its carrying value by a margin of 13.8% . Thus, to the extent gaming volumes deteriorate further in the near future, discount rates increase significantly, or we do not meet our projected performance, we could have impairments to record in the next twelve months, and such impairments could be material. This is especially true for any of our properties where goodwill has been partially impaired as a result of a recent impairment analysis. Impairment charges related to goodwill or intangible assets other than goodwill are recognized in impairment of goodwill or impairment of non-amortizing intangible assets in the Combined and Consolidated Statements of Operations. See Note 5 — Goodwill and Other Intangible Assets of the CGP LLC Combined and Consolidated Financial Statements for additional information. Revenue Recognition Interactive Entertainment—Social and Mobile Games CIE derives revenue from the sale of virtual goods within casino-themed social and mobile games which are played on various global social and mobile third-party platforms. CIE's largest application, Slotomania , represented 48.5% , 51.0% and 63.6% of CIE's social and mobile games revenue for the years ended December 31, 2015, 2014 and 2013 , respectively. CIE's social and mobile games operate on a free-to-play model, whereby game players may collect virtual currency or other virtual consumable goods (collectively referred to as "virtual goods" or "virtual currency") free of charge through the passage of time or through targeted marketing promotions. Additionally, players have the ability to send free "gifts" of virtual goods to their friends through interactions with certain social platforms. If a game player wishes to obtain virtual goods above 79

and beyond the level of free virtual goods available to that player, the player may purchase additional virtual goods. Once a purchase is completed, the virtual goods are deposited into the player's account and are not separately identifiable from previously purchased virtual goods or virtual goods obtained by the game player for free. Once obtained, virtual currency (either free or purchased) cannot be redeemed for cash nor exchanged for anything other than game play. When virtual currency is played in the games, the game player could "win" and would be awarded additional virtual currency, or could "lose" and lose the future use of that virtual currency. As the game player does not receive any additional benefit from the games, nor is the game player entitled to any additional rights once the game player's virtual goods are substantially consumed, CIE has concluded that the virtual goods represent consumable goods. CIE has determined through a review of customer play behavior that game players who purchase virtual currency generally are not purchasing additional virtual currency if their existing virtual goods balances have not been substantially consumed. As CIE is able to track the duration between purchases of virtual currency for individual game players, CIE is able to reliably estimate the period of time over which virtual currency is consumed. As such, CIE recognizes revenue using an item-based revenue model. Because CIE is unable to distinguish between the consumption of purchased or free virtual currency, CIE must estimate the amount of outstanding purchased virtual currency at each reporting period based on customer behavior. Based upon an analysis of the customers' historical play behavior, the timing difference between when virtual currencies are purchased by a customer and when those virtual currencies are consumed in gameplay is relatively short. CIE records within Other current liabilities the deferred revenue associated with its social and mobile games, and also records within Prepayments and other current assets the prepaid platform fees associated with this deferred revenue. As of December 31, 2015 and 2014 , CIE had deferred revenue associated with its social and mobile games of $3.9 million and $3.0 million , respectively, recorded within Other current liabilities on CGP LLC's Combined and Consolidated Balance Sheets. CIE also recorded within Prepayments and other current assets the prepaid platform fees associated with this deferred revenue, aggregating $1.2 million and $0.9 million at December 31, 2015 and 2014 , respectively. CIE continues to gather detailed customer play behavior and assesses this data in relation to its revenue recognition policy. To the extent the customer play behavior changes, CIE reassesses its estimates and assumptions used for revenue recognition. CIE's games are played on various social and mobile third-party platforms for which such third parties collect monies from CIE's customers and pay CIE an amount after deducting a platform fee. CIE is the primary obligor with its customers, and under most of these arrangements, retains the ability to establish the pricing for its virtual currencies and assumes all credit risk with its customers. Based upon the above facts, CIE recognizes the majority of its revenues from its game-playing customers on a gross basis and related platform fees are recorded as a component of operating expense. Prior to September 2013, transactions conducted through the Facebook platform were facilitated using Facebook credits ("FB Credits"), which is a form of virtual currency specific to the Facebook platform. Effectively, transactions priced by CIE to sell a specified number of virtual goods for a specified cost in a game player's local currency had FB Credits inserted into the transaction flow, whereby the purchase price paid by the game player was first converted to FB Credits, and the FB Credits were then converted into the resulting number of virtual goods. This provided a means for Facebook platform users to accumulate FB Credits prior to making an in-application purchase, and for the Facebook platform to provide to its users FB Credits at a discount or for free. Subsequent to the September 2013 elimination of FB Credits, Facebook may provide free gift cards or determine other means of discounting virtual currencies purchased by the Facebook platform users. As a result, CIE reviews the individual transaction details to ensure that revenues recognized for the sale of virtual currencies through the Facebook platform represent cash paid for such currencies by CIE's game players. Taxes collected from customers on behalf of governmental authorities are accounted for on a net basis and are not included in net revenues or operating expenses. Contingently Issuable Non-voting Membership Units Pursuant to the terms of the CGP Operating Agreement, in conjunction with CGP LLC's acquisition of CIE from Caesars Entertainment, CGP LLC is obligated to issue additional non-voting membership units to Caesars Entertainment to the extent that the earnings from a specified portion of CIE's social and mobile games business exceeds a predetermined threshold amount in 2015. This instrument was considered a derivative instrument. Therefore, the balance of this liability was adjusted to reflect the expected number of non-voting units to be issued at the current estimated fair value of those units at each reporting date. Both the estimate of the number of units to be issued and the estimated fair value of non-voting units at the reporting date fall into Level 3 within the fair value hierarchy. The significant unobservable input used in the fair value measurement of the 80

Contingently issuable non-voting membership units payable was forecasted earnings. Significant changes in forecasted earnings would have resulted in a significantly higher or lower fair value measurement. CGP LLC believes that it will issue approximately 31.9 million Class B non-voting units pursuant to the terms of the Transactions, although the final number of units to be issued is subject to the agreement of both CAC and CEC. Stock-based Compensation In addition to the CAC Equity Plan, Caesars Entertainment grants stock-based compensation awards in Caesars Entertainment common stock to certain employees that work for the management companies of the casino properties under the Caesars 2012 Performance Incentive Plan. CIE grants stock-based compensation awards in CIE common stock to its employees and service providers in accordance with the Caesars Interactive Entertainment, Inc. Amended and Restated Management Equity Incentive Plan (the "Plan"), which is intended to promote the interests of CIE and its shareholders by providing key employees, directors, service providers and consultants with an incentive to encourage their continued employment or service and improve the growth and profitability of CIE. The Plan provides for the Plan to be administered by the Human Resources Committee ("HRC") of the Committee. As a matter of policy, the exercise price of all options granted under the Plan has been determined by the Committee to ensure that the exercise price of options granted under the Plan complies with the requirement that such exercise price is not less than the fair market value of the underlying shares at the respective grant dates. In February 2014, the Committee approved a liquidity plan, setting forth the terms and conditions upon which CIE may elect to purchase, or cause to be purchased, CIE owned shares and/or shares underlying options, RSUs, restricted stock or warrants ("deemed held shares") held by eligible individuals, from time to time, during the term of the plan, and providing the eligible individuals with a market for their CIE shares and/or deemed held shares (the "Liquidity Plan"). The following is a description of the components of these programs under the Plan as of December 31, 2015 : Stock Options and Warrants Time-based stock options and warrants have been granted to employees and non-employees, and are subject to graded vesting periods ranging from three to seven years. Vesting is subject to the participant's continued employment or service, through the applicable vesting date. All warrants to non-employees and the majority of the stock options to employees and non-employees contain a call option, at a fixed amount, which is exercisable by CIE. Since the embedded call feature is at a fixed price, the call feature could result in a repurchase amount that is less than the fair value of the underlying shares. Therefore, these options and warrants are liability-classified instruments and are measured at fair value at each reporting date for accounting purposes. Prior to 2014, options without the call provision were equity-classified instruments and were measured at their fair value at the date of grant for accounting purposes. All unexercised options and warrants expire on the tenth anniversary of the grant date. As described above, the Committee approved the Liquidity Plan to provide offers to repurchase certain awards and CIE shares from participants of the Plan. For accounting purposes, the provisions of the Liquidity Plan were deemed to modify the awards underlying the Plan. Effectively, the Company has determined to account for the subject stock options and warrants as if CIE has a conditional obligation to settle such options in cash at some future date pursuant to the Liquidity Plan. However, (i) the Liquidity Plan is fully at CIE's discretion, (ii) requires additional approval by the HRC for all future purchases and (iii) makes no commitment that any specific employees will be permitted to participate in future shares or deemed share purchases, if any. As a result of this modification, all outstanding options and warrants granted under the Plan were modified to be accounted for as liability-classified awards at December 31, 2015 . Certain CIE employees have been granted CIE stock options with vesting conditions achieved upon CIE meeting certain consolidated earnings targets. These stock options are subject to the call feature described in the preceding paragraph and are thus classified as liability instruments, with compensation cost recorded over the estimated service period implied by the particular performance target pertaining to each tranche of awards. Certain non-employees have been granted CIE stock options which initially contained vesting conditions associated with the legalization and implementation of online gaming in the U.S. Under the original grant agreements, these stock options were to vest based on conditions other than market, performance or service conditions and therefore were recorded as liability-classified instruments and were measured at their fair value at each reporting date for accounting purposes. These stock options were modified during 2015 to remove such vesting conditions and to instead subject the awards to graded three year vesting from the date of modification. These stock options are subject to the call feature described in the preceding paragraph, and are thus classified as liability instruments, with compensation cost to be recognized ratably by CIE over the amended three-year vesting schedule. 81

Restricted Shares and RSU's Certain key employees of a subsidiary of CIE have been granted restricted shares which became fully vested during 2014 and which were reclassified to equity in 2015. Certain key CIE employees have been granted RSUs, which are subject to vesting periods ranging from two to seven years . For RSU awards subject to a seven -year vesting period, 25% of the award vests ratably over four years, 25% vests ratably over 5 years , 25% vests ratably over six years and 25% vests ratably over seven years. The remaining RSUs are subject to either cliff vesting, whereby 100% of the award vests once the service period has been met, or graded vesting, whereby the award vests ratably over the service period. For the period from October 22 through December 31, 2013 , restricted shares and RSUs were equity-classified instruments and were measured at their fair value at the date of grant for accounting purposes. Restricted shares and RSUs were subject to the provisions of the Liquidity Plan as described above and were deemed modified in 2014 . As a result of this modification, the Company reversed any previously recorded expense in 2014 and any outstanding restricted shares and RSUs were recorded at fair value at December 31, 2015 and 2014 . If an RSU is not repurchased within six months and one day of vesting, the award will be reclassified to equity and CIE will no longer record the award at fair value. Share Repurchases During the year ended December 31, 2013, CIE repurchased shares at prices ranging from $5,221 to $5,446 per share. Aggregate consideration paid by CIE totaled $9.9 million during the year ended December 31, 2013. During the year ended December 31, 2014, CIE repurchased shares at prices ranging from $8,000 to $10,710 per share. Aggregate consideration paid by CIE totaled $28.6 million during the year ended December 31, 2014. During the year ended December 31, 2015, CIE repurchased shares at prices ranging from $12,630 to $15,340 per share. Aggregate consideration paid by CIE totaled $54.9 million during the year ended December 31, 2015. During January and February 2016, CIE repurchased shares at a price of $15,740 per share. Aggregate consideration paid by CIE totaled $26.7 million during January and February 2016. Valuation of CIE Common Stock CIE determines the value of its common stock in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the "Practice Aid") with the assistance of a third-party valuation firm, and taking into account facts and circ*mstances specific to each quarter. Given the relative independence of the components of the entity, the valuation specialists, performed sum of the parts valuations which used a combination of market-based and income-based approaches for the various business components to determine the value of each component of the business, and then aggregated these component values to arrive at the estimated business enterprise value. After concluding on a business enterprise value, that value is converted into an equity value by subtracting the debt on the balance sheets as of each valuation date. The resultant equity value was divided by the number of outstanding common shares and in-the-money options and warrants at each valuation date to determine the fair value of an individual share of common stock. The valuation specialists also considered the appropriate premiums and discounts that must be assessed in relation to the valuation of CIE's common stock supporting the outstanding options and warrants. The majority of CIE's common stock is owned by CGP LLC. As such, any shares obtained pursuant to options and warrants will have the same inability to control or influence decisions that are subject to shareholder approval as the shares that were obtained in the first quarter 2012 arms-length sale of CIE's common stock to an independent investor and in the fourth quarter sale of CIE's common stock pursuant to the third-party investor's exercise of their purchase option. As such, the common stock valuation methodology used for purposes of valuing stock options did not require any additional discount for lack of control. Having taken the above considerations into account, the fair value of CIE's common stock was then used by an independent third-party valuation specialist to determine the fair value of CIE's options and warrants. Share-based Payments to Non-Employees of CAC or CGP LLC On April 9, 2014, the Board approved the CAC Equity-Based Compensation Plan for CEC Employees for officers and employees of CEC and its subsidiaries as well as certain other individual consultants and advisers of CEC and its subsidiaries. CEC will administer the Equity Plan. Under the Equity Plan, CEC is authorized to grant stock options, stock appreciation rights, stock bonuses, restricted stock, performance stock, stock units, phantom stock, dividend equivalents, cash awards, rights to purchase or acquire shares or similar securities in the form of or with a value related to our common stock to officers, employees, directors, individual consultants and advisers of CEC and its subsidiaries. The Equity Plan will terminate ten years 82

after approval by the Board. Subject to adjustments in connection with certain changes in capitalization, the maximum value of the shares of our Common Stock that may be delivered pursuant to awards under the Equity Plan is $25.0 million . On May 8, 2014, CEC granted awards to officers, employees, directors, individual consultants and advisers of CEC and its subsidiaries in accordance with the Equity Plan in order to reward and provide incentive for services provided in their capacity, promote the success of CGP LLC and more closely align the interests of such individuals with those of the stockholders of the Company. Awards under this plan vest one-third on each of October 21, 2014, 2015 and 2016. Expense associated with the vesting of such awards is recorded as management fee expense by CGP LLC, totaling $11.9 million and $9.9 million for the years ended December 31, 2015 and 2014 , respectively. Upon issuance of shares pursuant to this plan, such shares will be contributed to CGP LLC by CAC as additional investment into that entity, at which time CGP LLC will settle its management fee obligation with CEC and its subsidiaries through a distribution of such shares to CEC. Also upon issuance of shares pursuant to this plan, CGP LLC will issue an equivalent number of voting units in CGP LLC and distribute those units to CAC. As CAC will receive voting units in CGP LLC in exchange for the shares of CAC issued pursuant to this plan, there is no expected dilutive impact to CAC's Earnings per Share ("EPS") (see Note 4 — Stockholders' Equity and Earnings Per Share ). Investment in Senior Notes Previously Issued by a Related Party Predecessor Growth Partners' investments in senior notes of approximately $1.1 billion , issued by CEOC, a related party, were classified as available for sale investments and recorded at fair value with changes in fair value being recorded in Accumulated other comprehensive income. The CEOC Notes had fixed interest rates ranging from 5.625% to 6.50% and maturities ranging from 2015 to 2017 . Any discount or premium was amortized to interest income using the effective interest method. CGP LLC classified the investment in notes from related party as current or long-term depending on the maturity of the instruments along with management's intent on holding such instruments. On May 5, 2014, CGP LLC entered into a note purchase agreement to sell a portion of its CEOC Notes back to CEOC at fair market value. On July 29, 2014, CGP LLC received $451.9 million of consideration (including $3.8 million for interest) in connection with the CEOC Notes purchase transaction and recognized a gain of $99.4 million . On August 6, 2014, CGP LLC effectuated a distribution of its 5.75% and 6.50% CEOC Notes as a dividend to its members, pro-rata based upon each member's ownership percentage in CGP LLC. Immediately prior to the Notes Distribution, CGP LLC recorded an impairment charge of $63.5 million to recognize losses that had been accumulated in equity, given that CGP LLC would not recover its amortized cost basis in the CEOC Notes. Income Taxes CGP LLC records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the expected future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. CGP LLC reduces the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on the more likely than not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, CGP LLCs' experience with operating loss and tax credit carryforwards not expiring unused and tax planning alternatives. The effect on the income tax provision and deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. For periods reported through October 21, 2013, the provision for income taxes for Predecessor Growth Partners represents the allocated income taxes from the consolidated Caesars Entertainment provision for income taxes as if Predecessor Growth Partners filed separate U.S. federal, state, and foreign income tax returns. For the period from October 22, 2013 through May 2014, the provision for income taxes for CGP LLC represents the income taxes from its corporate subsidiary, CIE, which was taxed as a corporation for federal, state and foreign income tax purposes, and also includes the allocated income taxes from the consolidated Caesars Entertainment provision for income taxes for the period up to the date of acquisition by CGP LLC for the properties acquired from CEOC in May 2014. For periods subsequent to the May 2014 acquisitions, the provision for income taxes for CGP LLC represents the income taxes from its corporate subsidiary, CIE. Recently Issued Accounting Pronouncements The information regarding recent accounting pronouncements is included in Note 2 — Recently Issued Accounting Pronouncements to the CGP LLC Combined and Consolidated Financial Statements in Exhibit 99.1 and under Recently Issued Accounting Pronouncements in Note 1 — Description of Business and Summary of Significant Accounting Policies to the Predecessor Growth Partners Combined Financial Statements. 83

Other Items Formation of Caesars Enterprise Services, LLC CES, a services joint venture among CEOC, CERP, a subsidiary of Caesars Entertainment, and CGPH, manages CGP LLC's properties and provides CGP LLC with access to Caesars Entertainment's management expertise, intellectual property, back office services and Total Rewards loyalty program. CES also employs personnel under each property's corresponding property management agreement. Operating expenses are allocated to each Member with respect to their respective properties serviced by CES in accordance with historical allocation methodologies, subject to annual revisions and certain prefunding requirements. Corporate expenses that are not allocated to the properties directly are allocated by CES to CEOC, CERP, and CGPH according to their allocation percentages (initially 70.0% , 24.6% and 5.4% , respectively), subject to annual review. As a result of an annual review undertaken in September 2015 but effective July 2015, the allocation percentages were revised to 65.4% , 21.8% and 12.8% , respectively. CGPH has notified CES, CEOC and CERP that it objects to the new expense allocation but will pay the revised expense allocations under protest and reserves all rights. On October 1, 2014, CES began operations in Nevada, Louisiana and certain other jurisdictions in which regulatory approval had been received or was not required, including through the commencement of direct employment by CES of certain designated enterprise-wide employees. Omnibus License and Enterprise Services Agreement On May 20, 2014, the Members entered into the Omnibus Agreement, which granted licenses to the Members and certain of their affiliates in connection with the formation of CES. Initial contributions by the Members included a $22.5 million cash payment by CGP LLC on behalf of CGPH in October 2014 . Pursuant to a capital call during the three months ended December 31, 2014 , CGP LLC contributed an additional $0.1 million on behalf of CGPH. Pursuant to capital calls during the year ended December 31, 2015 , CGPH contributed an additional $3.9 million to CES. On October 1, 2014 and January 1, 2015, the Members transitioned certain executives and employees to CES and the services of such employees were available as part of CES's provision of services to the Members and certain of their affiliates that own properties that require CES services under the Omnibus Agreement. Under the Omnibus Agreement, CEOC, CLC, CWI, CGPH and certain of their subsidiaries that granted CES a non-exclusive, irrevocable, world-wide, royalty-free license in and to all intellectual property owned or used by such licensors, including all intellectual property (a) currently used, or contemplated to be used, in connection with the properties owned by the Members and their respective affiliates, including any and all intellectual property related to the Total Rewards program, and (b) necessary for the provision of services contemplated by the Omnibus Agreement and by the applicable management agreement for any such property (collectively, the "Enterprise Assets"). CES granted to the properties owned or controlled by the Members, and their respective affiliates, non-exclusive licenses to the Enterprise Assets. CES granted to CEOC, CLC, CWI, CGPH and the properties owned or controlled by the Members licenses to any intellectual property that CES develops or acquires in the future that is not a derivative of the intellectual property licensed to it. CES also granted to CEOC, CLC, CWI and CGPH a non-exclusive license to intellectual property specific to the properties controlled by CGPH, CERP and their subsidiaries for any uses consistent with the uses made by CEOC, CLC, and CWI with respect to such intellectual property prior to the date of the Omnibus Agreement. Item 7A. Quantitative and Qualitative Disclosure About Market Risk CAESARS ACQUISITION COMPANY Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Market Risks Related to Investments CAC's primary exposure to market risk is related to concentration of credit risk associated with its investments in debt securities which are included as a component of equity in our Balance Sheets as these investments are not diversified across industries or companies. CAC does not purchase or hold any derivative financial instruments for hedging or trading purposes. CAESARS GROWTH PARTNERS, LLC Market Risks Related to Debt Planet Hollywood had an interest rate cap agreement for a notional amount of $501.4 million at a LIBOR cap rate of 7.0% , which matured on April 9, 2015. Assuming a constant outstanding balance for our variable rate debt with both third parties and with related parties, a hypothetical 1.0% increase in interest rates would increase interest expense for the next twelve months by $5.4 million . At 84

December 31, 2015 , the weighted average USD LIBOR rate on our variable rate debt was 0.38% . A hypothetical reduction of this rate to zero would decrease interest expense for the next twelve months by $0.2 million . CGP LLC does not purchase or hold any derivative financial instruments for trading purposes. As of December 31, 2015 , CGP LLC's third party long-term variable rate debt reflects borrowings under their credit facilities provided to them by a consortium of banks with a total capacity of $1,819.2 million . The interest rates charged on borrowings under these facilities are a function of LIBOR. As such, the interest rates charged to CGP LLC for borrowings under the facilities are subject to change as LIBOR changes. Debt covenant compliance is disclosed in the Liquidity and Capital Resources section above. Market Risks Related to Foreign Currency CGP LLC's foreign currency risk primarily relates to social and mobile games revenue generated outside of the United States with cash denominated in foreign currencies. As of December 31, 2015 , CIE has operations in Argentina, Belarus, Canada, Israel, Japan, Romania, Ukraine, and the United Kingdom. CIE's social and mobile games revenues generated outside of the United States was approximately 36.0% and 38.8% for the years ended December 31, 2015 and 2014 , respectively. Approximately 1.3% and 3.0% of CGP LLC's Cash and cash equivalents balance is denominated in currencies other than the U.S. Dollar as of December 31, 2015 and 2014 , respectively. For the years ended December 31, 2015 and 2014 , CGP LLC recognized a loss of $1.6 million and $5.4 million , respectively, related to transactions denominated in foreign currencies. These losses for the respective periods were primarily associated with the strengthening of the U.S. Dollar against multiple currencies held at CIE's operations outside the United States. 85

Item 8 . Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Caesars Acquisition Company We have audited the accompanying balance sheets of Caesars Acquisition Company (the “Company”) as of December 31, 2015 and 2014 , and the related statements of operations and comprehensive income, stockholders' equity and cash flows for the years ended December 31, 2015 and 2014 , and the period from February 25, 2013 through December 31, 2013 . These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circ*mstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the financial position of Caesars Acquisition Company as of December 31, 2015 and 2014 , and the results of its operations and its cash flows for the years ended December 31, 2015 and 2014 and the period from February 25, 2013 through December 31, 2013 , in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 6 to the financial statements, the Company is a defendant in litigation related to certain transactions with related parties. As discussed in Note 1 to the financial statements, on December 21, 2014, the Company and Caesars Entertainment Corporation entered into an Agreement and Plan of Merger, pursuant to which, among other things, the Company plans to merge with and into Caesars Entertainment Corporation, with Caesars Entertainment Corporation as the surviving company. /s/ Deloitte & Touche LLP Las Vegas, Nevada February 26, 2016

CAESARS ACQUISITION COMPANY BALANCE SHEETS (In millions, except par value and share data) December 31, 2015

2014

Assets Current assets Cash and cash equivalents

Receivable from related party Prepayments and other current assets Total current assets

Equity method investment in Caesars Growth Partners, LLC

19.1

—

21.5

20.5

41.5

29.3

1,095.9

Total assets

8.8

0.9

1,030.0

1,137.4

1,059.3

0.1

0.6

Liabilities and Stockholders’ Equity Current liabilities Accrued expenses Total current liabilities

0.1

0.6

Deferred tax liabilities

69.9

35.6

Total liabilities

70.0

36.2

Commitments and contingencies (Note 6)

Stockholders’ Equity Common stock: $0.001 par value; 300,000,000 Class A shares and 900,000,000 Class B shares authorized at December 31, 2015 and December 31, 2014; 137,341,569 and 136,386,894 Class A shares issued and outstanding, respectively Additional paid-in capital Retained earnings Total stockholders' equity $

Total liabilities and stockholders' equity

See accompanying Notes to Financial Statements. 87

0.1

1,016.2

1,003.9

51.1

19.1

1,067.4

1,023.1

1,137.4

1,059.3

CAESARS ACQUISITION COMPANY STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (In millions, except per share data) Year Ended December 31, 2015 Revenues

Operating expenses Loss from operations

Income from equity method investment in Caesars Growth Partners, LLC Income before provision for income taxes Provision for income taxes Net income Other comprehensive income, net of income taxes Comprehensive income

February 25, 2013 (inception) Through December 31, 2013

Year Ended December 31, 2014 —

—

31.2

25.4

0.4

(31.2)

(25.4)

(0.4)

97.4

79.4

7.3

66.2

54.0

6.9

(34.2)

(39.4)

(2.4)

32.0

14.6

4.5

—

32.0

14.6

4.5

0.23

0.11

0.19

0.23

0.11

0.19

Earnings per share Basic Diluted Weighted average common shares outstanding Basic Diluted

See accompanying Notes to Financial Statements. 88

136.6

135.9

23.5

136.9

136.0

23.5

CAESARS ACQUISITION COMPANY STATEMENTS OF STOCKHOLDERS' EQUITY (In millions) Additional Paid-in Capital

Class A Common Stock Balance at February 25, 2013 (inception)

—

Total Stockholders' Equity

Retained Earnings $

—

Net income

—

4.5

Initial public offering

0.1

1,173.0

—

1,173.1

Restoration of value of subscription rights to Caesars Entertainment, net of tax impact

—

(13.4)

—

Issuance costs

—

(10.8)

—

Balance at December 31, 2013

(13.4) (10.8)

0.1

1,148.8

4.5

1,153.4

Net income

—

14.6

Stock-based compensation

—

2.8

—

2.8

Common stock issuances per PIP Plan Common stock issuances per CAC Equity-Based Compensation Plan for CEC Employees

—

(0.2)

—

(0.2)

4.8

—

Investment in notes from related party, net of interest received and taxes

—

Balance at December 31, 2014

(152.3)

4.8

—

(152.3)

0.1

1,003.9

19.1

1,023.1

Net income

—

32.0

Stock-based compensation

—

8.1

—

8.1

Common stock issuances per PIP Plan Common stock issuances per CAC Equity-Based Compensation Plan for CEC Employees

—

(0.4)

—

(0.4)

Balance at December 31, 2015

— $

0.1

4.6 $

See accompanying Notes to Financial Statements. 89

1,016.2

— $

51.1

4.6 $

1,067.4

CAESARS ACQUISITION COMPANY STATEMENTS OF CASH FLOWS (In millions) Year Ended December 31, 2015

February 25, 2013 (inception) Through December 31, 2013

Year Ended December 31, 2014

Cash flows from operating activities Net income

32.0

14.6

4.5

Adjustments to reconcile net income to cash flows provided by operating activities Income from equity method investment in Caesars Growth Partners, LLC

(97.4)

(79.4)

(7.3)

Distributions from equity method investee Caesars Growth Partners, LLC

34.8

36.3

6.6

Stock-based compensation

8.1

2.8

—

Related party bond interest tax provision

—

(1.4)

—

34.3

40.9

(5.3)

(1.0)

(12.9)

—

(1.4)

1.4

Deferred income taxes Change in assets and liabilities: Prepayments and other current assets Accounts payable Payable to related party Accrued expenses Cash flows provided by operating activities

—

(0.1)

0.1

(0.5)

0.6

—

10.3

—

(1,173.1)

—

(1,173.1)

1,173.1

Cash flows from investing activities Purchase of investment in Caesars Growth Partners, LLC Cash flows used in investing activities Cash flows from financing activities Issuance of common stock

—

Interest received from related party

—

8.8

—

8.8

1,173.1

10.3

8.8

—

8.8

—

Cash flows provided by financing activities Net increase in cash and cash equivalents Cash and cash equivalents, beginning of period $

Cash and cash equivalents, end of period

See accompanying Notes to Financial Statements. 90

19.1

8.8

— $

—

CAESARS ACQUISITION COMPANY NOTES TO FINANCIAL STATEMENTS Note 1 — Description of Business and Summary of Significant Accounting Policies Organization and Description of Business Caesars Acquisition Company (the "Company," "CAC," "we," "our" and "us"), a Delaware corporation, was formed on February 25, 2013 to make an equity investment in Caesars Growth Partners, LLC ("CGP LLC"), a joint venture between CAC and subsidiaries of Caesars Entertainment Corporation ("CEC" or "Caesars Entertainment"). CAC directly owns 100% of the voting membership units of CGP LLC, a Delaware limited liability company, and accounts for its ownership in CGP LLC using the hypothetical liquidation at book value ("HLBV") approach to the equity method of accounting (see Note 3 — Equity Method Investment in Caesars Growth Partners, LLC ). On October 21, 2013 , the joint venture was formed between subsidiaries of Caesars Entertainment and CAC through the execution of the series of transactions described below (which are collectively referred to as the "Transactions"): (i)

(ii)

(iii)

CAC used the proceeds from the exercise of the basic subscription rights in clause (ii) above to purchase 100% of the voting units of CGP LLC;

(iv)

(v)

the equity interests of PHWLV, LLC ("PHWLV"), which holds the Planet Hollywood Resort & Casino in Las Vegas ("Planet Hollywood");

the equity interests of Caesars Baltimore Investment Company, LLC (the "Maryland Joint Venture") the entity that indirectly holds interests in the owner of the Horseshoe Baltimore Casino ("Horseshoe Baltimore") in Maryland, a licensed casino that opened in August 2014; and

a 50% interest in the management fee revenues of PHW Manager, LLC ("PHW Manager"), which manages Planet Hollywood, and Caesars Baltimore Management Company LLC, which manages Horseshoe Baltimore.

Caesars Entertainment contributed all of the shares of Caesars Interactive Entertainment, Inc.'s ("CIE") outstanding common stock held by a subsidiary of Caesars Entertainment and approximately $1.1 billion in aggregate principal amount of senior notes held by a subsidiary of Caesars Entertainment (the "CEOC Notes" and, together with the shares of CIE, the "Contributed Assets") to CGP LLC, in exchange for all of CGP LLC's non-voting units.

Prior to the consummation of the Transactions, Planet Hollywood was owned by PHW Las Vegas, LLC ("PHW Las Vegas"). On October 21, 2013 , in connection with and prior to the closing of the Transactions, PHW Las Vegas contributed and assigned to PHWLV, a wholly-owned subsidiary of PHW Las Vegas, and PHWLV accepted and assumed from PHW Las Vegas, all of the assets and liabilities of PHW Las Vegas, including Planet Hollywood. The closing of the Rights Offering for subscription rights not previously exercised by the Sponsors, and for any over-subscription privileges including over-subscription privileges exercised by the Sponsors, occurred on November 18, 2013, and CAC distributed a total of 135,771,882 shares of Class A common stock to the holders of subscription rights who validly exercised their subscription rights and paid the subscription price in full. CAC received aggregate gross proceeds from the Rights Offering of approximately $1,173.1 million . Effective November 19, 2013, our common stock trades on the NASDAQ Global Select Market ("NASDAQ") under the symbol "CACQ." Pursuant to the terms of the CGP Operating Agreement, in conjunction with CGP LLC's acquisition of CIE from Caesars Entertainment, CGP LLC is obligated to issue additional non-voting membership units to Caesars Entertainment to the extent that the earnings from a specified portion of CIE's social and mobile games business exceeds a pre-determined threshold 91

amount in 2015. CGP LLC believes that it will issue approximately 31.9 million Class B non-voting units pursuant to the terms of the Transactions, although the final number of units to be issued is subject to the agreement of both CAC and CEC. We expect to issue the shares during 2016 pursuant to the transaction agreement. CGP LLC reimbursed Caesars Entertainment and CAC for approximately $24.8 million for fees and expenses incurred in connection with the Transactions in 2013. CAC serves as CGP LLC's managing member and sole holder of all of its outstanding voting units. CAC's primary asset is its membership interest in CGP LLC and does not have any operations other than through its interest in CGP LLC. Certain subsidiaries of Caesars Entertainment hold all of CGP LLC's outstanding non-voting units. Asset Purchase Transactions JCC Holding Company II, LLC and its subsidiaries (collectively known as "Harrah's New Orleans"), 3535 LV Corp. (formerly known as "The Quad" and recently rebranded as "The LINQ Hotel & Casino"), indirect subsidiaries of Parball Corporation (collectively known as "Bally's Las Vegas") and Corner Investment Company, LLC and its subsidiaries, (collectively known as "The Cromwell") were direct wholly-owned subsidiaries of CEOC. On May 5, 2014, Caesars Growth Properties Holdings, LLC ("CGPH," an indirect, wholly-owned subsidiary of CGP LLC, acquired through one or more subsidiaries (i) The Cromwell, The LINQ Hotel & Casino, and Bally's Las Vegas, (ii) 50% of the ongoing management fees and any termination fees payable under the property management agreements entered between the Property Manager (as defined) and the owners of each of these properties and (iii) certain intellectual property that is specific to each of these properties (collectively referred to as the "First Closing" or "Acquired Properties Transaction"). On May 5, 2014, CGP LLC contributed the equity interests of PHWLV and a 50% interest in the management fee revenues of PHW Manager to CGPH. On May 20, 2014, CGPH through one or more subsidiaries acquired (i) Harrah's New Orleans, (ii) 50% of the ongoing management fees and any termination fees payable under the Louisiana property management agreement entered between the Property Manager and the owners of Harrah's New Orleans and (iii) certain intellectual property that is specific to Harrah's New Orleans (the "Second Closing" or "Harrah's Transaction"). CGPH paid $2.0 billion , less outstanding debt assumed, for the Asset Purchase Transactions. In connection with the Acquired Properties Transaction and the Harrah's Transaction, CGPH and Caesars Growth Properties Finance, Inc. (together, the "Issuers"), issued $675.0 million aggregate principal amount of 9.375% second-priority senior secured notes due 2022 (the "2022 Notes"). On May 8, 2014, CGPH closed on $1.175 billion of term loans (the "CGPH Term Loan") and a $150.0 million revolving credit facility pursuant to a credit agreement. The acquisitions of Harrah's New Orleans, The LINQ Hotel & Casino, Bally's Las Vegas and The Cromwell, and the contribution of Planet Hollywood to subsidiaries of CGPH are herein referred to as the "Acquired Properties." Harrah's New Orleans owns an entertainment facility located in downtown New Orleans, Louisiana, composed of a casino, a hotel, multiple restaurants, and retail outlets. Planet Hollywood, The LINQ Hotel & Casino, Bally's Las Vegas and The Cromwell each own casino and hotel entertainment facilities located on Las Vegas Boulevard, in Las Vegas, Nevada. Each of the Acquired Properties has entered into property management agreements with affiliates of Caesars Entertainment. The agreements to purchase these properties contain indemnification obligations by CEC and the Sellers (as defined in the Agreement) for, among others, amounts expended for new construction and renovation at The LINQ Hotel & Casino in excess of the $223.0 million budgeted for renovation expenses (up to a maximum amount equal to 15% of such budgeted amount and subject to certain exceptions) and certain liabilities arising under employee benefit plans. Proposed Merger of CAC with CEC On December 21, 2014, the Company and CEC entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, among other things, CAC will merge with and into CEC, with CEC as the surviving company (the "Proposed Merger"). Pursuant to the terms of the Merger Agreement, and subject to the overall restructuring of Caesars Entertainment Operating Company, Inc. ("CEOC"), regulatory approval and other closing conditions, upon consummation of the Proposed Merger, each share of class A common stock, par value $0.001 per share, of CAC issued and outstanding immediately prior to the effective time of the Proposed Merger will be converted into, and become exchangeable for, that number of shares of CEC common stock, par value $0.01 per share, equal to 0.664 (the "Exchange Ratio"), provided that during the Adjustment Period (as described below), the Special Committee of CAC's Board of Directors (the "CAC Special Committee") and the Special Committee of CEC's Board of Directors (the "CEC Special Committee"), each composed solely of independent directors, will determine if there should be an adjustment to the Exchange Ratio and the amount of any such adjustment, taking into consideration all relevant facts and circ*mstances affecting the intrinsic value of CAC and CEC. The Adjustment Period is the 14 92

day period beginning on the later of (i) the date that the CEOC restructuring plan is confirmed and (ii) the date that both CAC and CEC confirm that their respective independent financial advisors have received all information as may be reasonably necessary or advisable in order to render a fairness opinion concerning the Exchange Ratio. If at the end of the Adjustment Period, the CAC Special Committee and the CEC Special Committee have not agreed to an adjustment to the Exchange Ratio, there will not be an adjustment to the Exchange Ratio. Within five business days following the end of the Adjustment Period, either CAC or CEC may terminate the Merger Agreement if (a) the CAC Special Committee and the CEC Special Committee cannot agree on an Exchange Ratio adjustment and a failure to terminate the Merger Agreement would be inconsistent with their respective directors' fiduciary duties or (b) the CAC Special Committee or the CEC Special Committee, as applicable, has not received an opinion of its respective financial advisor that the Exchange Ratio (as adjusted, if applicable) is fair, from a financial point of view to CAC and its public stockholders or CEC, as applicable. Under the Merger Agreement, either party may terminate the Merger Agreement if the merger has not been completed by the close of business on August 6, 2016. Under the Merger Agreement, CEC has agreed to use reasonable best efforts to (i) cause the implementation of the restructuring of certain of CEC's subsidiaries as contemplated by that certain Restructuring Support and Forbearance Agreement, dated as of December 19, 2014, among CEOC, CEC, LeverageSource III (H Holdings), L.P., LeverageSource V, L.P. and each of the holders of first lien bond claims party thereto (the "Restructuring Support Agreement") and (ii) consult with CAC regarding certain additional actions in connection with the bankruptcy filing contemplated by the Restructuring Support Agreement if CEC determines, in its reasonable discretion, that such additional actions could reasonably be expected to be materially adverse to CAC. Basis of Presentation Our financial statements are prepared in accordance with generally accepted accounting principles ("GAAP") in the United States, which require the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of expenses during the reporting periods. Management believes the accounting estimates are appropriate and reasonably stated. However, due to the inherent uncertainties in making these estimates, actual amounts could differ. As CAC is the parent company to CGP LLC, a joint venture accounted for using the equity method, and as the financial statements of CGP LLC are included in this annual report on Form 10-K, segment reporting is not required. Given the significance of the investment in CGP LLC to the financial position and results of operations of CAC, we are required to include consolidated financial statements of CGP LLC as an exhibit to this annual report under Rule 3-09 of Regulation S-X. In May 2014, CGP LLC completed the Acquired Properties Transaction and the Harrah's Transaction. Because these acquisitions were accounted for as transactions among entities under common control, the financial information for CGP LLC and Predecessor Growth Partners has been recast to include the financial results for these properties as if those businesses were combined into the CGP LLC and Predecessor Growth Partners reporting entities for all periods presented. Income recognized by CAC from its equity method investment in CGP LLC was not impacted or adjusted as a result of recasting the historical financial information of CGP LLC. Principles of Consolidation We consolidate into our financial statements the accounts of all wholly-owned subsidiaries and any partially-owned subsidiary that we have the ability to control. Control generally equates to ownership percentage, whereby investments that are more than 50% owned are consolidated, investments in affiliates of 50% or less but greater than 20% are generally accounted for using the equity method, and investments in affiliates of 20% or less are accounted for using the cost method. Up through and including December 31, 2015 , we had no wholly-owned subsidiaries or any partially-owned subsidiaries. We also consolidate into our financial statements the accounts of any variable interest entity for which we are determined to be the primary beneficiary. Up through and including December 31, 2015 , we analyzed our variable interests to determine if the entity that is party to the variable interest is a variable interest entity in accordance with GAAP. Our analysis included both quantitative and qualitative reviews. Qualitative analysis is based on our review of the design of the entity, its organizational structure including decision-making ability, financial agreements, and operating agreements. Following consummation of the Transactions, CAC serves as CGP LLC's managing member and sole holder of all of its outstanding voting units, and subsidiaries of Caesars Entertainment hold all of CGP LLC's outstanding non-voting units. However, based upon the structure of CGP LLC and the related economics, CGP LLC has been determined to be a variable interest entity of which Caesars Entertainment is the primary beneficiary. Therefore, CAC does not consolidate CGP LLC into its financial statements. Instead, CAC accounts for its investment in CGP LLC using a balance sheet approach to the equity method of accounting, referred to as hypothetical liquidation at book value ("HLBV") accounting. Up through and including December 31, 2015 , we had no consolidated variable interest entities. 93

Cash and Cash Equivalents Cash equivalents are highly liquid investments with maturities of less than three months from the date of purchase and are stated at the lower of cost or market value. Equity Method Investment in Caesars Growth Partners, LLC CAC accounts for its investment in CGP LLC using the HLBV form of the equity method of accounting. Under the HLBV form of equity method accounting, we record our interest in the CGP LLC entity based upon our contractual claim on CGP LLC's accounting balance sheet pursuant to the mandatory liquidation provisions of the CGP Operating Agreement. Under this approach, our income or loss that we recognize in any period will represent the increase or decrease in our claim on CGP LLC's balance sheet assuming a hypothetical liquidation at the end of that reporting period when compared with our claim on CGP LLC's balance sheet assuming a hypothetical liquidation at the beginning of that reporting period, after removing any contributions or distributions. See Note 3 — Equity Method Investment in Caesars Growth Partners, LLC . We review this investment quarterly for indicators of other-than-temporary impairment. This determination requires significant judgment. In making this judgment, we consider available quantitative and qualitative evidence in evaluating potential impairment of this investment. If we determine that an indicator of impairment exists, we assess whether the carrying value exceeds the fair value of the asset. If the carrying value of our investment exceeds its fair value, we will evaluate, among other factors, general market conditions, the duration and extent to which the carrying value is greater than the fair value, and our intent and ability to hold, or plans to sell, the investment. We also consider specific adverse conditions related to the financial health of and business outlook for the investee, CGP LLC, including industry and sector performance, changes in technology, and operational and financing cash flow factors. Once a decline in fair value is determined to be other-than-temporary, an impairment charge will be recorded and a new carrying basis in the investment will be established. Income Taxes CAC is subject to the statutory tax jurisdictions of the United States and the States of Louisiana and Maryland. Income taxes are recorded under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the expected future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and the expected future tax consequences attributable to operating loss and tax credit carryforwards. Our equity method investee, CGP LLC, is a partnership for income tax purposes so the deferred tax assets and liabilities recognized by CAC are also impacted by the expected future tax consequences of temporary differences at CGP LLC. The carrying amounts of deferred tax assets are reduced by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets are assessed periodically based on the more likely than not realization threshold. This assessment considers, among other matters, the nature, frequency, and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives. We classify reserves for tax uncertainties within Accrued expenses in our Balance Sheets, separate from any related income tax payable or deferred income taxes. Reserve amounts relate to any potential income tax liabilities resulting from uncertain tax positions and potential interest or penalties associated with those liabilities. Stock-based Compensation CAC may grant stock-based compensation awards in CAC Class A common stock, par value $0.001 per share to certain officers, employees, directors, individual consultants and advisers of the Company and its subsidiaries under the Caesars Acquisition Company 2014 Performance Incentive Plan ("the PIP Plan"). The PIP Plan is intended to promote the success of the Company and to increase stockholder value by providing an additional means, through the grant of awards, to attract, motivate, retain and reward employees and other eligible persons. The PIP Plan provides for the plan to be administered by the Human Resources Committee of the Board of Directors of Caesars Acquisition Company (the "HRC"). Through December 31, 2015 , CAC has granted restricted stock units ("RSUs") and stock options to certain of its employees, directors, individual consultants, and advisers. RSUs and options are equity-classified and generally measured at fair value at the date of grant as of December 31, 2015 . Certain RSUs and options were equity classified and remeasured at the end of each reporting period. A description of the components of the PIP Plan is provided in Note 7 — Stock-based Compensation . Note 2 — Recently Issued Accounting Pronouncements Requirements for an Emerging Growth Company CAC is an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the 94

auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2) (B) of the Securities Act for complying with new or revised accounting standards such that an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to delay such adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to the financial statements of other public companies. Recently Issued Accounting Pronouncements In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40) , amending existing requirements for disclosing information about an entity's ability to continue as a going concern. The new guidance will explicitly require management to assess an entity's ability to continue as a going concern and to provide related footnote disclosure in certain circ*mstances. The amendments in this guidance are effective for annual reporting periods ending after December 15, 2016, and interim periods thereafter. Early adoption is permitted. We are currently assessing the impact the adoption of this standard will have on our disclosures. In January 2015, the FASB issued ASU No. 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items , as part of its initiative to reduce complexity in accounting standards. This ASU eliminates from U.S. GAAP the concept of extraordinary items as described in Subtopic 225-20, Income Statement - Extraordinary and Unusual Items . The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2015, including interim periods within those reporting periods. The amendments may be applied prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. We are currently assessing the impact the adoption of this standard will have on our disclosures. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis . The amendments affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the accounting standard by placing more emphasis on risk of loss when determining a controlling financial interest. A reporting organization may no longer have to consolidate a legal entity in certain circ*mstances based solely on its fee arrangement, when certain criteria are met. Further, the ASU reduces the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity ("VIE") and changes consolidation conclusions for public and private companies in several industries that typically make use of limited partnerships or VIEs. The ASU will be effective for periods beginning after December 15, 2015 for public companies. Early adoption is permitted, including adoption in an interim period. We are currently assessing the impact the adoption of this standard will have on our disclosures and results of operations. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments , which eliminates the requirement that an acquirer retrospectively recognize measurement-period adjustments (which cannot exceed one year from the date of acquisition) made to provisional amounts recorded during the initial accounting for a business combination. Instead, an acquirer will recognize a measurement-period adjustment during the period in which the amount of the adjustment is determined. The entity must present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The ASU is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those years. Early adoption of the amendments is permitted for financial statements that have not yet been issued. The ASU is applied prospectively to adjustments to provisional amounts that occur after the effective date. We are currently assessing the impact the adoption of this standard will have on our disclosures and results of operations. In November 2015, the FASB issued ASU No. 2015-17 , Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes , requiring deferred tax assets and liabilities, along with any related valuation allowance, to be classified as noncurrent in a classified statement of financial position. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. The amendments in this guidance are effective for annual periods beginning after December 15, 2016, and interim periods within those years. Early adoption is permitted as of the beginning of an interim or annual reporting period. The guidance may be applied either prospectively, for all deferred tax liabilities and assets, or retrospectively to all periods presented. We have early adopted ASU No. 2015-17 during the quarter ended December 31, 2015 95

and retrospectively applied the amendments. We reclassified $0.3 million of deferred tax liabilities from current liabilities to noncurrent in our Balance Sheet as of December 31, 2014. See Note 5 — Income Taxes . In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities , which primarily affects the accounting for equity investments that do not result in consolidation and are not accounted for under the equity method, presentation of changes in the fair value of financial liabilities measured under the fair value option, and the presentation and disclosure requirements for financial instruments. The ASU also clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. The ASU is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those years. Entities can early adopt certain provision of ASU 2016-01. We are currently assessing the impact the adoption of this standard will have on our disclosures and results of operations. Note 3 — Equity Method Investment in Caesars Growth Partners, LLC CAC accounts for its investment in CGP LLC using the HLBV form of the equity method of accounting. Under the HLBV form of equity method accounting, we record our interest in the CGP LLC entity based upon our contractual claim on CGP LLC's accounting balance sheet pursuant to the mandatory liquidation provisions of the amended and restated limited liability company agreement of CGP LLC (the "CGP Operating Agreement"). Under this approach, the income or loss that is recognized in any period will represent the increase or decrease in our claim on CGP LLC's balance sheet assuming a hypothetical liquidation at the end of that reporting period when compared with our claim on CGP LLC's balance sheet assuming a hypothetical liquidation at the beginning of that reporting period, after removing any contributions or distributions. CAC's claim on CGP LLC's book value is based on the terms of the CGP Operating Agreement, which generally requires the allocation of the net proceeds of a liquidation of CGP LLC, after the payment and discharge of all of CGP LLC's debts and liabilities, to the members as follows: 1.

First, to the voting units held by CAC, to the extent of contributed capital and an annually compounded preferred return of 10.5% on the invested portion of CAC's contributed capital;

Second, to the non-voting units held by Caesars Entertainment and/or its subsidiaries until Caesars Entertainment catches up (on a per unit basis) to its respective amount distributed in provision (1) (including the 10.5% per annum of return on investment);

Finally, to all unit holders on a pro-rata basis.

CAC's earnings from CGP LLC for the years ended December 31, 2015 and 2014 and for the period from February 25, 2013 through December 31, 2013 were equal to our preferred return of 10.5% of capital invested by CGP LLC. CAC also receives distributions from CGP LLC in accordance with the CGP Operating Agreement for reimbursem*nt of its expenses incurred. These distributions are recorded as reductions to the Equity method investment in Caesars Growth Partners, LLC. 96

Our investee, CGP LLC, had the following financial results, recast for the May 2014 acquisitions, as of or for the periods indicated (see CGP LLC financial statements in Exhibit 99.1 ): Year Ended December 31, 2015

(In millions)

Year Ended December 31, 2014

October 22, 2013 Through December 31, 2013

Statements of Operations Revenues Interactive Entertainment

Casino Properties and Developments

766.5

586.8

74.0

1,579.0

1,280.8

203.2

2,345.5

1,867.6

277.2

Interactive Entertainment - Direct

212.0

166.1

22.3

Casino Properties and Developments - Direct

754.3

638.3

97.8

Property, general, administrative and other

766.6

719.2

124.1

Write-downs, reserves and project opening costs, net of recoveries

12.1

53.1

3.9

Management fees to related parties

55.9

37.0

2.2

177.8

143.0

21.1

1.0

147.5

—

38.7

138.7

Net revenues Operating expenses

Depreciation and amortization Impairment of goodwill, tangible and other intangible assets Change in fair value of contingently issuable non-voting membership units

(117.2)

Change in fair value of contingent consideration Total operating expenses

—

32.7

2.9

1,862.5

1,975.6

413.0

Income/(loss) from operations

483.0

(108.0)

(135.8)

Interest expense, net of interest capitalized

(196.1)

(172.9)

(16.3) 35.8

Interest income - related party

—

119.2

Impairment on investment in notes from related party

—

(63.5)

Gain on sale of investment in notes from related party

—

99.4

—

Loss on extinguishment of debt

—

(23.8)

(0.9)

Other income, net

3.9

Income/(loss) from continuing operations before provision for income taxes

0.9

290.8

Provision for income taxes

—

(148.7)

(117.2)

(61.9)

(48.9)

(7.1)

228.9

(197.6)

(124.3)

Loss from discontinued operations

—

(15.7)

(0.4)

Benefit from income taxes related to discontinued operations

—

0.1

—

(15.6)

(0.4)

228.9

(213.2)

(124.7)

Income/(loss) from continuing operations Discontinued operations

Net loss from discontinued operations Net income/(loss) Less: net (income)/loss attributable to non-controlling interests

(7.1) $

Net income/(loss) attributable to Caesars Growth Partners, LLC

Balance Sheet Data (at period end)

221.8

33.0 $

December 31, 2015

Current assets

1,062.1

(180.2)

1,085.1

3,460.5

Current liabilities

378.8

463.7

2,412.1

2,808.5

Redeemable non-controlling interests Equity attributable to Caesars Growth Partners, LLC Non-redeemable non-controlling interests

(120.1)

December 31, 2014 $

Long-term assets

Long-term liabilities

4.6 $

3,492.5

0.5

1.6

1,691.0

1,269.9

40.2

33.9

Adoption of ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs CGP LLC has early adopted ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs , during the quarter ended June 30, 2015 which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. CGP LLC has retrospectively applied the amendments and reclassified $14.5 million of 97

unamortized debt issuance costs from Deferred charges and other assets to a direct deduction from the carrying amount of the debt liability in Long-term debt in CGP LLC's Consolidated Balance Sheets as of December 31, 2014. In August 2015, the FASB issued ASU No. 2015-15, Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated With Line-of-Credit Arrangements , which clarifies the SEC staff's position that it would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement. Deferred financing costs related to line-of-credit arrangements remain in Deferred charges and other assets in CGP LLC's Consolidated Balance Sheets. Adoption of ASU No. 2015-07, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In November 2015, the FASB issued ASU No. 2015-17 , Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes , requiring deferred tax assets and liabilities, along with any related valuation allowance, to be classified as noncurrent in a classified statement of financial position. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. The amendments in this guidance are effective for annual periods beginning after December 15, 2016, and interim periods within those years for public business entities and fiscal years beginning after December 15, 2017, and interim periods within fiscal years beginning after December 15, 2018 for entities other than public business entities. Early adoption is permitted as of the beginning of an interim or annual reporting period. The guidance may be applied either prospectively, for all deferred tax liabilities and assets, or retrospectively to all periods presented. CGP LLC has early adopted ASU No. 2015-17 during the quarter ended December 31, 2015 and has retrospectively applied the amendments. CGP LLC reclassified $4.9 million of deferred tax assets and $1.6 million of deferred tax liabilities from current to noncurrent in CGP LLC's Consolidated Balance Sheet as of December 31, 2014. Correction of CGP LLC Prior Period Payable to Related Party CGP LLC's joint venture with Rock Gaming, LLC ("Rock") is the majority member of CR Baltimore Holdings ("CRBH") and in February 2014 sold a portion of its interest in CBAC Gaming, LLC ("CBAC Gaming") to an existing joint venture partner of CBAC Gaming, Caves Valley Partners. CGP LLC received proceeds of $12.8 million from the sale. In accordance with the transaction agreement, dated as of October 21, 2013 , among Caesars Acquisition Company, Caesars Growth Partners, LLC, Caesars Entertainment Corporation, HIE Holdings, Inc., Harrah's BC, Inc., PHW Las Vegas, LLC, PHW Manager, Caesars Baltimore Acquisition Company, LLC and Caesars Baltimore Management Company, LLC, at or promptly following the closing of the sale of CGP LLC's interest in CBAC Gaming, CGP LLC was obligated to pay Caesars Entertainment Corporation the $12.8 million proceeds received. During the first quarter of 2015, a $12.8 million liability was recorded by CGP LLC as an increase to Payables to related party with an associated decrease of $12.8 million to Additional paid-in capital, which should have been recorded during the first quarter of 2014. The correction had no impact on CGP LLC's cash flows from operations, cash flows from financing activities, statements of operations or Adjusted EBITDA for any period presented herein. Likewise, the adjustment had no impact on the financial statements of the Company for any period presented as CAC had recorded income from its investment in CGP LLC based upon its minimum guaranteed return. Note 4 — Stockholders' Equity and Earnings Per Share Stockholders' Equity Common Stock As of February 25, 2013 (the date of incorporation), the Company was authorized to issue 1,000 shares of CAC Class A common stock, par value $0.001 per share. In connection with the Transactions, the Certificate of Incorporation was amended and restated to authorize the Company to issue 1,200,000,000 shares of common stock, par value $0.001 per share. The Common Stock consists of two classes: 300,000,000 shares of Class A common stock and 900,000,000 shares of Class B common stock. The holders of shares of Class A common stock shall be entitled to one vote for each such share of Class A common stock on all matters to be voted on by the stockholders of the corporation. The holders of shares of Class B common stock shall not be entitled to vote. As of December 31, 2015 and 2014 , CAC had a total of 137,341,569 and 136,386,894 shares outstanding, respectively, of Class A common stock and no shares of Class B common stock outstanding. Call Right Pursuant to the certificate of incorporation of CAC and the CGP Operating Agreement, after October 21, 2016, Caesars Entertainment and/or its subsidiaries will have the right, which it may assign to any of its affiliates or to any transferee of all non-voting units of CGP LLC held by subsidiaries of Caesars Entertainment, to acquire all or a portion of the voting units of CGP LLC (or, at the election of CAC, shares of CAC's Class A common stock) not otherwise owned by Caesars Entertainment and/or its subsidiaries at such time. The purchase consideration may be, at Caesars Entertainment's option, cash or shares of Caesars Entertainment's common stock valued at market value, net of customary market discount and expenses, provided that the cash portion will not exceed 50% of the total consideration in any exercise of the call right. The purchase price will be the 98

greater of (i) the fair market value of the voting units of CGP LLC (or shares of CAC's Class A common stock) at such time based on an independent appraisal or (ii) the initial capital contribution in respect of such units plus a minimum 10.5% per annum return on such capital contribution, subject to a maximum return on such capital contribution of 25% per annum, taking into account prior distributions with respect to such units. The call right may be exercisable in part by Caesars Entertainment (up to three times), but until the call right is exercised in full, any voting units of CGP LLC (or shares of CAC's Class A common stock) acquired by Caesars Entertainment will be converted into non-voting units of CGP LLC (or non-voting shares of CAC's Class B common stock). Additionally, the call right may only be exercised by Caesars Entertainment and/or its subsidiaries if, at the time of such exercise, (w) Caesars Entertainment and CAC enter into a resale registration rights agreement with respect to the shares of Caesars Entertainment common stock used as all or a portion of the purchase consideration in connection with the exercise of the call right, (x) the common stock of Caesars Entertainment (i) is registered with the Securities and Exchange Commission (the "SEC"), (ii) is listed for trading and trades on a national securities exchange, and (iii) issuable upon exercise of the call right will represent, in the aggregate, not more than one half of the total Caesars Entertainment's common stock issued and outstanding giving effect to the exercise of the call right, (y) Caesars Entertainment has a minimum liquidity of $1.0 billion and a maximum net debt leverage ratio of 9.00 to 1.00 , and (z) no event of default has occurred and is in effect under any financing agreement of Caesars Entertainment or its subsidiaries. Further, in the event that a stockholder vote of Caesars Entertainment is required in connection with the exercise of such call right, receipt of affirmative approval of such vote will be a condition to the exercise of the call right and at the closing of the Transactions, affiliates of the Sponsors will enter into a voting support agreement in favor of any such stockholder approval. In addition, a majority of the independent directors of the board of directors of Caesars Entertainment must approve the exercise of the call right by Caesars Entertainment and/or its subsidiaries. The call right will be transferable to a transferee that also receives a transfer of all the non-voting units of CGP LLC, and exercisable by the transferee upon the same terms and conditions as apply to Caesars Entertainment and its subsidiaries. Following October 21, 2018 and until April 21, 2022, our Board will have the right to cause a liquidation of CGP LLC, including the sale or winding up of CGP LLC, or other monetization of all of its assets and the distribution of the proceeds remaining after satisfaction of all liabilities of CGP LLC to the holders of CGP LLC's units according to the waterfall described below. On April 21, 2022 (unless otherwise agreed by Caesars Entertainment and CAC), if our Board has not previously exercised its liquidation right, the CGP Operating Agreement provides that CGP LLC shall, and our Board shall cause CGP LLC to effect a liquidation. Upon a liquidation, partial liquidation or sale of material assets, all net cash and other assets not monetizable of CGP LLC shall, subject to applicable gaming regulatory laws, be distributed as follows: (i) first, to all units held by CAC until amounts distributed equal return of CAC's initial capital contribution plus a 10.5% per annum of return on such capital contribution (such return to begin accruing on the proceeds in excess of the purchase price of Planet Hollywood, Horseshoe Baltimore and 50% of the related management fees only upon the investment of such excess proceeds by CGP LLC); (ii) second, to all units held by Caesars Entertainment and/or its subsidiaries until Caesars Entertainment catches up to its respective amount distributed in provision (i) (including the 10.5% per annum of return on the initial capital contribution) and (iii) third, to all holders of units pro rata. The structure pursuant to which CGP LLC will effect a liquidating distribution, sale of CGP LLC or other similar transaction that provides liquidity to the holders of CGP LLC's units as described above will be determined by a special-purpose Liquidation Committee that will include representatives from Caesars Entertainment and CAC. In connection with any liquidation of CGP LLC, CAC will have an approval right over any sale or other monetization of assets of CGP LLC that would not exceed the greater of (x) the book value of CGP LLC, and (y) the value of CGP LLC as determined by an appraiser selected by CAC. Investment in Notes from Related Party On August 6, 2014, CGP LLC effectuated a distribution of its 5.75% and 6.50% face value aggregate principal amount of notes previously issued by CEOC ("CEOC Notes") as a dividend to its members, pro-rata based upon each member's ownership percentage in CGP LLC (see Note 9 — Related Party Transactions ). CAC, as a member of CGP LLC, received $137.5 million in aggregate principal amount of 6.50% senior notes previously issued by CEOC, maturing June 1, 2016, and $151.4 million in aggregate principal amount of 5.75% senior notes previously issued by CEOC, maturing October 1, 2017. CAC recognized $159.7 million in Additional paid-in capital as a result of the distribution of the CEOC notes from CGP LLC as well as $8.8 million of related interest and $1.4 million of tax expense associated with the cash interest received on the notes both recorded to Additional paid-in capital. Both of these notes were included as a reduction of Additional paid-in capital in the December 31, 2015 and 2014 Balance Sheet and Statement of Stockholders' Equity along with interest receivable at the distribution date. These notes will be held at the distributed value with no subsequent adjustments such as fair value adjustments or interest receivable until such time as amounts are received by CAC. 99

Earnings Per Share Basic earnings per share ("EPS") is calculated by dividing income, net of income taxes, by the weighted average number of common shares outstanding during the period in which the net income was earned. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock-based compensation plans using the treasury stock method. The following table summarizes the computations of Basic EPS and Diluted EPS (in millions, except per share data): Year Ended December 31, 2015 $

Net income

32.0

February 25, 2013 Through December 31, 2013

Year Ended December 31, 2014 $

14.6

4.5

Shares used to compute EPS: Weighted average common stock outstanding - basic

136.6

135.9

0.3

0.1

—

136.9

136.0

23.5

Dilutive potential common shares Weighted average common stock outstanding - diluted

23.5

Earnings per share: Basic

0.23

0.11

0.19

Diluted

0.23

0.11

0.19

There were 1.8 million and 0.6 million of anti-dilutive shares excluded from the computation of diluted earnings per share for the years ended December 31, 2015 and 2014 . There were no dilutive shares and there were no anti-dilutive shares excluded from the computation of diluted earnings per share for the period from February 25, 2013 through December 31, 2013 . Note 5 — Income Taxes The components of income before income taxes and the related provision for U.S. and other income taxes were as follows: Year Ended December 31, 2015

(In millions)

Year Ended December 31, 2014

February 25, 2013 Through December 31, 2013

Income before Income Taxes United States

66.2

Outside of the United States

54.0

—

Total income before income taxes

66.2

Year Ended December 31, 2015

(In millions)

— 54.0 Year Ended December 31, 2014

6.9 —

6.9

February 25, 2013 Through December 31, 2013

Provision for Income Taxes Current Federal

State

—

34.2

38.4

2.4

—

1.0

—

Deferred Federal State Total provision for income taxes

100

34.2

39.4

2.4

The differences between the United States statutory federal income tax rate and the effective tax rate expressed as a percentage of income before taxes were as follows: Year Ended December 31, 2015 Statutory tax rate

Year Ended December 31, 2014

February 25, 2013 Through December 31, 2013

35.0 %

0.1

1.2

—

16.7

36.5

—

0.3

0.4

—

(0.4)

(0.5)

(0.2)

—

0.3

—

51.7 %

72.9 %

34.8 %

Increases/(decreases) in tax resulting from: State tax, net of federal tax benefit Change in federal valuation allowance Nondeductible expenses from CGP LLC Federal tax credits from CGP LLC Other Effective tax rate

The major components of the Deferred tax assets and liabilities in our Balance Sheets were as follows: December 31, (In millions)

2015

2014

Deferred tax assets Federal net operating loss carryover

State net operating loss carryovers Federal tax credit carryover Compensation programs Investment in notes from related party Other Total deferred tax assets Less: valuation allowance Total deferred tax assets, less valuation allowance

2.4

0.9

1.4

0.9

0.8

0.3

2.1

0.5

89.6

77.1

1.4

0.4

97.7

80.1

(87.7)

(74.8)

10.0

5.3

79.1

40.5

0.8

0.4

79.9

40.9

Deferred tax liabilities Investment in CGP LLC Prepaid expenses Total deferred tax liabilities Net deferred tax liability

(69.9)

(35.6)

CAC has early adopted ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes , during the quarter ended December 31, 2015 which requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent in a classified statement of financial position. CAC has retrospectively applied the amendments and reclassified $0.3 million of deferred tax liabilities from current liabilities to noncurrent in CAC's Balance Sheet as of December 31, 2014. See Note 2 — Recently Issued Accounting Pronouncements . The change in the deferred tax asset related to the investment in notes from related party is primarily due to the GAAP versus tax basis difference in the notes distributed from CGP LLC as discussed in Note 9 — Related Party Transactions . The change in the deferred tax liability related to the investment in CGP LLC is primarily due to the GAAP versus tax equity method of accounting for this investment. For GAAP purposes, as discussed in Note 3 — Equity Method Investment in Caesars Growth Partners, LLC , CAC accounts for its investment in CGP LLC using the HLBV form of equity method of accounting. For tax purposes, CAC accounts for its investment in CGP LLC using its relative ownership in CGP LLC. As of December 31, 2015 and 2014 , CAC had federal net operating loss ("NOL") carryforwards of $6.7 million and $2.6 million , respectively. These NOLs will begin to expire in 2033. In addition, as of December 31, 2015 and 2014 , CAC had federal general business tax credit carryforwards of $0.8 million and $0.3 million , respectively, which will begin to expire in 2033. As of December 31, 2015 , although no valuation allowance had been established for CAC's federal NOL carryforwards or general business tax credit carryforwards deferred tax assets, CAC had provided a valuation allowance against deferred tax assets related to the investment in notes from related party that were not deemed realizable based on estimates of future capital gains income. 101

As of December 31, 2015 and 2014 , CAC had state NOL carryforwards of $35.3 million and $17.4 million , respectively. These NOLs will begin to expire in 2029. A valuation allowance had been established for a portion of CAC's state NOL carryforwards deferred tax assets that were not deemed realizable based on estimates of future state income. CAC recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. CAC had no uncertain tax positions in 2015 , 2014 or 2013 . CAC files income tax returns with federal and state jurisdictions. The 2015 , 2014 and 2013 tax years are open for examination for CAC's federal and state jurisdictions. CAC classifies reserves for tax uncertainties separate from any related income tax payable or deferred income taxes. Reserve amounts relate to any potential income tax liabilities resulting from uncertain tax positions and potential interest or penalties associated with those liabilities. At December 31, 2015 , 2014 and 2013 , CAC had no such reserves. Note 6 — Litigation From time to time, CAC, Predecessor Growth Partners or CGP LLC may be subject to legal proceedings and claims in the ordinary course of business. Horseshoe Baltimore Multiple lawsuits have been filed against CBAC Gaming and CBAC Borrower, LLC ("CBAC Borrower"), the City of Baltimore, the Maryland Department of the Environment ("MDE") and other parties in relation to the location and the development of Horseshoe Baltimore. These cases allege violations of various environmental laws, violations of zoning laws and public nuisance, among other claims. In November 2012, the MDE granted approval of the Maryland Joint Venture's amended response action plan ("RAP") under MDE's Voluntary Cleanup Program that named the Maryland Joint Venture, rather than the City of Baltimore, as the party that will implement the RAP and redevelop the location of Horseshoe Baltimore. On February 20, 2013, a group of local residents working with the non-profit Inner Harbor Stewardship Foundation (the "Foundation") filed a complaint in the Maryland Circuit Court challenging the legality of the MDE's approval of the amended RAP. In the case, known as Ruth Sherrill, et al. v. State of Maryland Department of the Environment, et al., the plaintiffs claimed that the amended RAP was approved without complying with the public notice and participation requirements of Maryland law. The plaintiffs sought additional public notice and participation, and to obtain an injunction on, among other things, any construction activities at the site pending the resolution of the case. On March 14, 2013, the court denied the plaintiffs' motion for a Temporary Restraining Order and Preliminary Injunction ("TRO"). The plaintiffs' appeal of the TRO ruling was dismissed. On April 22, 2013, the plaintiffs filed an amended complaint adding a public nuisance claim to their original complaint. The defendants filed motions to dismiss the plaintiffs' amended complaint and a hearing was held on June 14, 2013. The amended complaint was dismissed on November 6, 2013. The plaintiffs filed a notice of appeal on December 6, 2013 and oral argument occurred on October 3, 2014. The Court of Special Appeals affirmed the dismissal on February 16, 2016. The time for Appellants to petition the Maryland Court of Appeals for a writ of certiorari has not yet elapsed. The plaintiffs issued a notice of intent to file a citizen suit under 42 U.S.C. §§ 6972(a)(1)(A) and (a)(1)(B) of the Resource Conservation and Recovery Act. This notice of intent indicated an intention to sue CBAC, the City of Baltimore, Whiting-Turner, the general contractor for the construction of the Horseshoe Baltimore Casino, and the Maryland Chemical Company, the former owner and operator of the site. The citizen suit was filed on September 19, 2013 but did not name Whiting-Turner. The defendants filed motions to dismiss on October 15, 2013 for lack of subject matter jurisdiction and failure to state a claim to which plaintiffs responded on November 1, 2013. The motions to dismiss were granted on July 16, 2014. An appeal was noted on August 13, 2014. Oral argument before the 4th Circuit occurred on March 25, 2015. On July 1, 2015, the U.S. Court of Appeals for the Fourth Circuit reversed the motion to dismiss and remanded the matter back to the District Court. Discovery has now commenced. The decision of the Board of Municipal Zoning Appeals to grant variances for the site for Horseshoe Baltimore was appealed by separate parties on the basis of alleged procedural irregularities. The appeals were dismissed for lack of standing on October 11, 2013 and no appeal of that decision was timely filed. On August 1, 2013, ten individuals claiming to represent a class of similarly situated individuals filed a complaint in the U.S. District Court for the Northern District of Maryland against the Maryland Department of the Environment, the City of Baltimore, the U.S. Environmental Protection Agency, CBAC Gaming, Whiting-Turner Contracting Company and Urban Green Environmental, LLC. The 11 count complaint alleged that the RAP for the location of Horseshoe Baltimore is inadequate and approved without appropriate public participation. The plaintiffs seek declaratory and injunctive relief, compensatory and punitive damages, and claim violations of civil rights laws and the Clean Water Act, civil conspiracy, and a variety of torts. The plaintiffs also sought a temporary restraining order, which the District Court denied on August 9, 2013. The plaintiffs amended their complaint on November 15, 2013 and again on December 26, 2013, adding 44 new plaintiffs and naming MDE, the Secretary of MDE, the City of Baltimore, the Mayor of the City of Baltimore, the Baltimore Development Corporation, and 102

CBAC Gaming and CBAC Borrower as defendants. The defendants filed motions to dismiss on January 27, 2014 and the plaintiffs filed their oppositions on February 28, 2014. The case was dismissed on May 16, 2014 and no appeal was filed. From time to time, the City of Baltimore may be subject to legal proceedings asserting claims related to the site. CBAC, Predecessor Growth Partners and CGP LLC have not been named as parties to these proceedings. Four residents of Baltimore City and County issued a notice of intent to file a citizen suit under 33 U.S.C. § 1365(b) of the Clean Water Act against the City of Baltimore as owner of the site for water pollution alleged to originate there. A lawsuit was filed on behalf of two of the residents on July 2, 2013. The City of Baltimore moved to dismiss the complaint on August 28, 2013. One of the plaintiffs withdrew from the case on October 10, 2013. The U.S. District Court for the District of Maryland dismissed the case without prejudice on January 7, 2014 for lack of standing. Two residents of Baltimore City filed suit on May 20, 2013 against the City of Baltimore, as owner of the site, alleging that the City of Baltimore was in violation of Maryland water pollution laws as a result of groundwater contamination alleged to be migrating from the site. The City of Baltimore was served with the complaint on June 12, 2013. An amended complaint was filed on July 19, 2013, which the City of Baltimore moved to dismiss on August 6, 2013. The plaintiffs dismissed the complaint without prejudice on September 12, 2013. CAC and CGP LLC believe that the claims and demands described above against CBAC and CBAC Gaming are without merit and intend to defend themselves vigorously. At the present time, CAC and CGP LLC believe it is not probable that a material loss will result from the outcome of these matters. CAC and CGP LLC cannot provide assurance as to the outcome of these matters or of the range of reasonably possible losses should these matters ultimately be resolved against CAC and CGP LLC, due to the inherent uncertainty of litigation and, in some cases, the stage of the related litigation. Although CAC and CGP LLC believe that they have adequate defenses to these claims, an adverse judgment could result in additional costs or injunctions. CAC-CEC Proposed Merger On December 30, 2014, Nicholas Koskie, on behalf of himself and, he alleges, all others similarly situated, filed a lawsuit (the "Nevada Lawsuit") in the Clark County District Court in the State of Nevada against CAC, CEC and members of the CAC board of directors Marc Beilinson, Philip Erlanger, Dhiren Fonseca, Don Kornstein, Karl Peterson, Marc Rowan, and David Sambur (the individual defendants collectively, the "CAC Directors"). The Nevada Lawsuit alleges claims for breach of fiduciary duty against the CAC Directors and aiding and abetting breach of fiduciary duty against CAC and CEC. It seeks (1) a declaration that the claim for breach of fiduciary duty is a proper class action claim; (2) to order the CAC Directors to fulfill their fiduciary duties to CAC in connection with the Proposed Merger, specifically by announcing their intention to (a) cooperate with bona fide interested parties proposing alternative transactions, (b) ensure that no conflicts exist between the CAC Directors' personal interests and their fiduciary duties to maximize shareholder value in the Proposed Merger, or resolve all such conflicts in favor of the latter, and (c) act independently to protect the interests of the shareholders; (3) to order the CAC Directors to account for all damages suffered or to be suffered by the plaintiff and the putative class as a result of the Proposed Merger; and (4) to award the plaintiff for his costs and attorneys' fees. It is unclear whether the Nevada Lawsuit also seeks to enjoin the Proposed Merger. CAC and the CAC Directors believe this lawsuit is without merit and will defend themselves vigorously. The deadline to respond to the Nevada Lawsuit has been indefinitely extended by agreement of the parties. On April 20, 2015, CAC received a demand for production of CAC's books and records pursuant to Section 220 of the Delaware General Corporation Law on behalf of a purported stockholder. The alleged purpose of the demand is to investigate potential misconduct and breaches of fiduciary duties by CAC's directors and explore certain remedial measures in connection with the Proposed Merger. After exchanging correspondence with purported shareholder's counsel, CAC began and is currently engaged in producing documents as required by Section 220. We cannot provide assurance as to the outcome of these matters or of the range of reasonably possible losses should these matters ultimately be resolved against us due to the inherent uncertainty of litigation and the stage of the related litigation. CEOC Bondholder Litigation, or Noteholder Disputes On August 4, 2014, Wilmington Savings Fund Society, FSB, solely in its capacity as successor indenture trustee for the 10% Second-Priority Senior Secured Notes due 2018 (the "Notes"), on behalf of itself and, it alleges, derivatively on behalf of CEOC, filed a lawsuit (the "Delaware Second Lien Lawsuit") in the Court of Chancery in the State of Delaware against CEC, CEOC, CGP LLC, CAC, Caesars Entertainment Resort Properties, LLC, Caesars Enterprise Services, LLC, Eric Hession, Gary Loveman, Jeffrey D. Benjamin, David Bonderman, Kelvin L. Davis, Marc C. Rowan, David B. Sambur, and Eric Press. The lawsuit alleges claims for breach of contract, intentional and constructive fraudulent transfer, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, and corporate waste. The lawsuit seeks (1) an award of money damages; (2) to void certain transfers, the earliest of which dates back to 2010; (3) an injunction directing the recipients of the assets in these transactions to return them to CEOC; (4) a declaration that CEC remains liable under the parent guarantee formerly applicable to the Notes; (5) to impose a constructive trust or equitable lien on the transferred assets; and (6) an award to the plaintiffs for their attorneys' fees 103

and costs. The only claims against CAC and CGP LLC are for intentional and constructive fraudulent transfer. CAC and CGP LLC believe this lawsuit is without merit and will defend themselves vigorously. A motion to dismiss this action was filed by CEC and other defendants in September 2014, and the motion was argued in December 2014. During the pendency of its Chapter 11 bankruptcy proceedings, the action has been automatically stayed with respect to CEOC. The motion to dismiss with respect to CEC was denied on March 18, 2015. In a Verified Supplemental Complaint filed on August 3, 2015, the plaintiff stated that due to CEOC's bankruptcy filing, the continuation of all claims was stayed pursuant to the bankruptcy except for Claims II, III, and X. These are claims against CEC only, for breach of contract in respect of the release of the parent guarantee formerly applicable to the Notes, for declaratory relief in respect of the release of this guarantee, and for violations of the Trust Indenture Act in respect of the release of this guarantee. CEC has informed us that fact discovery in the case is substantially complete. No trial date has been set. On September 3, 2014, holders of approximately $21 million of CEOC Senior Unsecured Notes due 2016 and 2017 filed suit in federal district court in United States District Court for the Southern District of New York against CEC and CEOC, claiming broadly that an August 12, 2014 Note Purchase and Support Agreement between CEC and CEOC (on the one hand) and certain other holders of the CEOC Senior Unsecured Notes (on the other hand) impaired their own rights under the Senior Unsecured Notes. The lawsuit seeks both declaratory and monetary relief. On October 2, 2014, other holders of CEOC Senior Unsecured Notes due 2016 purporting to represent a class of all holders of these Notes from August 11, 2014 to the present filed a substantially similar suit in the same court, against the same defendants, relating to the same transactions. Both lawsuits (the "Senior Unsecured Lawsuits") have been assigned to the same judge. The claims against CEOC have been automatically stayed during its Chapter 11 bankruptcy proceedings. The court denied a motion to dismiss both lawsuits with respect to CEC. The parties have completed fact discovery with respect to both plaintiffs' claims against CEC. On October 23, 2015, plaintiffs in the Senior Unsecured Lawsuits moved for partial summary judgment, and on December 29, 2015, those motions were denied. On December 4, 2015, plaintiff in the action brought on behalf of holders of CEOC's 6.50% Senior Unsecured Notes moved for class certification, and under the schedule imposed by the court for this motion, briefing has been completed. These lawsuits are currently scheduled for trial in May 2016. CAC and CGP LLC are not parties to these lawsuits. On November 25, 2014, UMB Bank ("UMB"), as successor indenture trustee for CEOC's 8.5% senior secured notes due 2020, filed a verified complaint (the "Delaware First Lien Lawsuit") in Delaware Chancery Court against CEC, CEOC, CERP, CAC, CGP LLC, CES, and against an individual, and past and present members of the CEC and CEOC Boards of Directors, Gary Loveman, Jeffrey Benjamin, David Bonderman, Kelvin Davis, Eric Press, Marc Rowan, David Sambur, Eric Hession, Donald Colvin, Fred Kleisner, Lynn Swann, Chris Williams, Jeffrey Housenbold, Michael Cohen, Ronen Stauber, and Steven Winograd, alleging generally that defendants have improperly stripped CEOC of prized assets, have wrongfully affected a release of a CEC parental guarantee of CEOC debt and have committed other wrongs. Among other things, UMB Bank has asked the court to appoint a receiver over CEOC. In addition, the Delaware First Lien Lawsuit pleads claims for fraudulent conveyances/transfers, insider preferences, illegal dividends, declaratory judgment (for breach of contract as regards to the parent guarantee and also as to certain covenants in the bond indenture), tortious interference with contract, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, usurpation of corporate opportunities, and unjust enrichment, and seeks monetary and equitable as well as declaratory relief. CAC and CGP LLC believe this lawsuit is without merit and will defend themselves vigorously. All of the defendants have moved to dismiss the lawsuit, and that motion has been fully briefed. In addition, this lawsuit has been automatically stayed with respect to CEOC during the Chapter 11 process and, pursuant to the (a) Fifth Amended and Restated Restructuring Support and Forbearance Agreement dated October 7, 2015, with certain holders of claims in respect of claims under CEOC's first lien notes (the “First Lien Bond RSA”) and (b) Restructuring Support and Forbearance Agreement dated August 21, 2015, with certain holders of claims in respect of claims under CEOC's first lien credit agreement (the “First Lien Bank RSA” and, together with the First Lien Bond RSA, the “RSAs”) , has been subject to a consensual stay for all. The consensual stay will expire upon the termination of the First Lien Bond RSAs. On February 13, 2015, Caesars Entertainment received a Demand For Payment of Guaranteed Obligations (the "February 13 Notice") from Wilmington Savings Fund Society, FSB, in its capacity as successor Trustee for CEOC's 10.00% Second-Priority Notes. The February 13 Notice alleges that CEOC's commencement of its voluntary Chapter 11 bankruptcy case constituted an event of default under the indenture governing the 10.00% Second-Priority Notes; that all amounts due and owing on the 10.00% Second-Priority Notes therefore immediately became payable; and that Caesars Entertainment is responsible for paying CEOC's obligations on the 10.00% Second-Priority Notes, including CEOC's obligation to timely pay all principal, interest, and any premium due on these notes, as a result of a parent guarantee provision contained in the indenture governing the notes that the February 13 Notice alleges is still binding. The February 13 Notice accordingly demands that Caesars Entertainment immediately pay Wilmington Savings Fund Society, FSB, cash in an amount of not less than $3.7 billion , plus accrued and unpaid interest (including without limitation the $184 million interest payment due December 15, 2014 that CEOC elected not to pay) and accrued and unpaid attorneys' fees and other expenses. The February 13 Notice also alleges that the interest, fees and expenses continue to accrue. CAC and CGP LLC are not parties to this demand. On February 18, 2015, Caesars Entertainment received a Demand For Payment of Guaranteed Obligations (the "February 18 Notice") from BOKF, N.A. ("BOKF"), in its capacity as successor Trustee for CEOC's 12.75% Second-Priority 104

Senior Secured Notes due 2018 (the " 12.75% Second-Priority Notes"). The February 18 Notice alleges that CEOC's commencement of its voluntary Chapter 11 bankruptcy case constituted an event of default under the indenture governing the 12.75% Second-Priority Notes; that all amounts due and owing on the 12.75% Second-Priority Notes therefore immediately became payable; and that CEC is responsible for paying CEOC's obligations on the 12.75% Second-Priority Notes, including CEOC's obligation to timely pay all principal, interest and any premium due on these notes, as a result of a parent guarantee provision contained in the indenture governing the notes that the February 18 Notice alleges is still binding. The February 18 Notice therefore demands that CEC immediately pay BOKF cash in an amount of not less than $750 million , plus accrued and unpaid interest, accrued and unpaid attorneys' fees, and other expenses. The February 18 Notice also alleges that the interest, fees and expenses continue to accrue. CAC and CGP LLC are not parties to this demand. On March 3, 2015, BOKF filed a lawsuit (the "New York Second Lien Lawsuit") against CEC in federal district court in Manhattan, in its capacity as successor trustee for CEOC's 12.75% Second-Priority Notes. On June 15, 2015, UMB filed a lawsuit (the "New York First Lien Lawsuit") against CEC, also in federal district court in Manhattan, in its capacity as successor trustee for CEOC's 11.25% Senior Secured Notes due 2017, 8.50% Senior Secured Notes due 2020, and 9.00% Senior Secured Notes due 2020. Plaintiffs in these actions allege that CEOC's filing of its voluntary Chapter 11 bankruptcy case constitutes an event of default under the indenture governing these notes, causing all principal and interest to become immediately due and payable, and that CEC is obligated to make those payments pursuant to a parent guarantee provision in the indentures governing these notes that plaintiffs allege are still binding. Both plaintiffs bring claims for violation of the Trust Indenture Act of 1939, breach of contract, breach of duty of good faith and fair dealing and for declaratory relief and BOKF brings an additional claim for intentional interference with contractual relations. The cases have both been assigned to the same judge presiding over the other Parent Guarantee Lawsuits, as defined below. CEC filed its answer to the BOKF complaint on March 25, 2015, and to the UMB complaint on August 10, 2015. On June 25, 2015, and June 26, 2015, BOKF and UMB, respectively, moved for partial summary judgment, specifically on their claims alleging a violation of the Trust Indenture Act of 1939, seeking both declaratory relief and damages. On August 27, 2015, those motions were denied. The court, on its own motion, certified its order with respect to the interpretation of the Trust Indenture Act for interlocutory appeal to the United States Court of Appeals for the Second Circuit, and on December 22, 2015, the appellate court denied CEC's motion for leave to appeal. On November 20, 2015, BOKF and UMB again moved for partial summary judgment. Those motions likewise were denied. CAC and CGP LLC are not parties to these lawsuits. On March 11, 2015, CEOC filed an adversary proceeding in bankruptcy court requesting that the Parent Guarantee Lawsuits be enjoined against all defendants through plan confirmation; in subsequent submissions, CEOC stated that it sought a temporary stay of those lawsuits until 60 days after the issuance of a final report by the Bankruptcy Examiner. CEOC argued that contemporaneous prosecution of related claims against CEC would impair the bankruptcy court's jurisdiction over the Debtors' reorganization by threatening the Debtors' ability to recover estate property for the benefit of all creditors, diminishing the prospects of a successful reorganization, and depleting property of the estate. On July 22, 2015, the bankruptcy court denied CEOC's request, and on October 6, 2015, this denial was affirmed by the United States District Court for the Northern District of Illinois. On December 23, 2015, the United States Court of Appeals for the Seventh Circuit vacated the denial of CEOC's request to enjoin the Parent Guarantee Lawsuits and remanded the case for further proceedings. On February 26, 2016, the bankruptcy court granted CEOC’s motion for a temporary stay with respect to the New York Second Lien Lawsuit and the New York First Lien Lawsuit that had been scheduled to begin on March 14. The stay will remain in effect until 60 days after the filing of the Examiner’s interim report (expected between March 7 and March 14), or May 9, 2016, whichever comes first. Certain defendants in these adversary proceedings have sought rehearing en banc by the court of appeals. None of the rulings on CEOC's request to enjoin the Parent Guarantee Lawsuits addresses the merits of those actions. On October 20, 2015, Wilmington Trust, National Association ("Wilmington Trust"), filed a lawsuit (the "New York Senior Notes Lawsuit" and, together with the Delaware Second Lien Lawsuit, the Delaware First Lien Lawsuit, the Senior Unsecured Lawsuits, the New York Second Lien Lawsuit, and the New York First Lien Lawsuit, the "Parent Guarantee Lawsuits") against CEC in federal district court in Manhattan in its capacity as successor indenture trustee for CEOC's 10.75% Senior Notes due 2016 (the " 10.75% Senior Notes"). Plaintiff alleges that CEC is obligated to make payment of amounts due on the 10.75% Senior Notes pursuant to a parent guarantee provision in the indenture governing those notes that plaintiff alleges is still in effect. Plaintiff raises claims for violations of the Trust Indenture Act of 1939, breach of contract, breach of the implied duty of good faith and fair dealing, and for declaratory judgment, and seeks monetary and declaratory relief. CEC filed its answer to the complaint on November 23, 2015, and the parties have begun fact discovery. CAC and CGP LLC are not parties to these lawsuits. In accordance with the terms of the applicable indentures and as previously disclosed, Caesars Entertainment believes that it is not subject to the above-described guarantees. As a result, Caesars Entertainment believes the demands for payment are without merit. The claims against CEOC have been stayed due to the Chapter 11 process and, except as described above, the actions against CEC have been allowed to continue. 105

CAC and CGP LLC believe that the claims and demands described above against CAC and CGP LLC in the Delaware First Lien Lawsuit and Delaware Second Lien Lawsuit are without merit and intend to defend themselves vigorously. For the Delaware First Lien Lawsuit and Delaware Second Lien Lawsuit, at the present time, CAC and CGP LLC believe it is not probable that a material loss will result from the outcome of these matters. However, given the uncertainty of litigation, CAC and CGP LLC cannot provide assurance as to the outcome of these matters or of the range of reasonably possible losses should the matters ultimately be resolved against them. Should these matters ultimately be resolved through litigation outside of the financial restructuring of CEOC, which CAC and CGP LLC believe these matters would likely be long and protracted, and were a court to find in favor of the claimants in the Delaware First Lien Lawsuit or the Delaware Second Lien Lawsuit, such determination could have a material adverse effect on CAC and CGP LLC's business, financial condition, results of operations, and cash flows. National Retirement Fund In January 2015, a majority of the Trustees of the National Retirement Fund ("NRF"), a multi-employer defined benefit pension plan, voted to expel CEC and its participating subsidiaries ("CEC Group") from the plan. NRF claims that CEOC's bankruptcy presents an "actuarial risk" to the plan because, depending on the outcome of the bankruptcy proceeding, CEC might no longer be liable to the plan for any partial or complete withdrawal liability. NRF has advised the CEC Group that its expulsion has triggered withdrawal liability with a present value of approximately $360 million , payable in 80 quarterly payments of about $6 million . Prior to NRF's vote, the CEC Group reiterated its commitment to remain in the plan and not seek rejection of any collective bargaining agreements in which the obligation to contribute to NRF exists. It is completely current with respect to pension contributions. The CEC Group opposed the NRF actions in the appropriate legal forums including seeking a declaratory judgment in federal district court challenging NRF's authority to expel the CEC Group and also seeking relief in the CEOC bankruptcy proceeding. The parties entered into a Standstill Agreement in March 2015 staying the CEC Group's obligation to commence quarterly payments and instead continue making its monthly contributions, and also setting a briefing schedule in the bankruptcy proceeding for both CEOC's motion that NRF's action violated the automatic stay and the CEC Group's motion to extend the stay to encompass NRF's collection lawsuit against CEC. The Bankruptcy Court denied CEOC's motion that NRF's action violated the automatic stay but CEOC's motion to extend the stay to encompass NRF's collection lawsuit against CEC is still pending. The Standstill Agreement remains in effect. Also, the federal district court has granted NRF's motion to dismiss CEC's declaratory judgment action agreeing with NRF that the governing statute requires that the issue must first be arbitrated. CEC has filed its Notice of Appeal challenging the district court's ruling. CEC believes that its legal arguments against the actions undertaken by NRF are strong and will pursue them vigorously. Because legal proceedings with respect to this matter are at the preliminary stages, CEC cannot currently provide assurance as to the ultimate outcome of the matters at issue. Other Matters In recent years, governmental authorities have been increasingly focused on anti-money laundering ("AML") policies and procedures, with a particular focus on the gaming industry. In October 2013, CEOC's subsidiary, Desert Palace, Inc. (the owner of and referred to herein as Caesars Palace), received a letter from the Financial Crimes Enforcement Network of the United States Department of the Treasury ("FinCEN"), stating that FinCEN was investigating Caesars Palace for alleged violations of the Bank Secrecy Act to determine whether it is appropriate to assess a civil penalty and/or take additional enforcement action against Caesars Palace. Caesars Palace responded to FinCEN's letter in January 2014. Additionally, CEC was informed in October 2013 that a federal grand jury investigation regarding anti-money laundering practices of CEC and its subsidiaries had been initiated. CEC and Caesars Palace have been cooperating with FinCEN, the Department of Justice and the Nevada GCB on this matter. On September 8, 2015, FinCEN announced a settlement pursuant to which Caesars Palace agreed to an $8 million civil penalty for its violations of the Bank Secrecy Act, which penalty shall be treated as a general unsecured claim in Caesars Palace's bankruptcy proceedings. In addition, Caesars Palace agreed to conduct periodic external audits and independent testing of its AML compliance program, report to FinCEN on mandated improvements, adopt a rigorous training regime, and engage in a "look-back" for suspicious transactions. The terms of the FinCEN settlement were approved by the bankruptcy court on October 19, 2015. CEOC and the GCB reached a settlement on the same facts as above, wherein CEC agreed to pay $1.5 million and provide to the GCB the same information that is reported to FinCEN and to resubmit its updated AML policies. On September 17, 2015, the settlement agreement was approved by the Nevada Gaming Commission. CEOC continues to cooperate with the Department of Justice in its investigation of this matter. The Company is party to ordinary and routine litigation incidental to our business. We do not expect the outcome of any such litigation to have a material effect on our financial position, results of operations, or cash flows, as we do not believe it is reasonably possible that we will incur material losses as a result of such litigation. 106

Note 7 — Stock-based Compensation On April 9, 2014, the Board of Directors (the "Board") of the Company approved the PIP Plan, subject to approval of the PIP Plan by the Company's stockholders. The PIP Plan was approved by the Company's stockholders on May 8, 2014. The HRC administers the PIP Plan. Under the PIP Plan, the Company is authorized to grant stock options, stock appreciation rights, stock bonuses, restricted stock, performance stock, stock units, phantom stock, dividend equivalents, cash awards, rights to purchase or acquire shares or similar securities in the form of or with a value related to our Common Stock, to officers, employees, directors, individual consultants and advisers of the Company and its subsidiaries. The PIP Plan will terminate ten years after approval by the Board. Subject to adjustments in connection with certain changes in capitalization, the maximum number of shares of our Common Stock that may be delivered pursuant to awards under the PIP Plan is 3,000,000 . Restricted Stock Units On April 9, 2014, grants of RSUs to certain eligible individuals were approved by the HRC in accordance with the PIP Plan and the grants became effective based upon the May 8, 2014 stockholder approval of the PIP plan. For accounting purposes, the grants were determined to occur in connection with the stockholder approval of the PIP plan. Subsequently, additional grants of RSUs to eligible individuals were approved. RSU grants are subject to vesting over five-month , three-and-one-half-year or four-year vesting periods. RSUs subject to a five -month vesting period vested on October 9, 2014. RSUs subject to a 3.5 year vesting period vest 25% on October 21 in each year 2014, 2015, 2016 and 2017. RSUs subject to a four -year vesting period vest 25% on each of the first four anniversaries of the April 9 grant date. The awards are considered equity-classified awards, measured at fair value at the date of grant, and recognized as a component of Additional paid-in capital in the Balance Sheets. In December 2014, the Company awarded 375,000 RSUs to a related party consultant under the PIP Plan. This grant vests 50% on December 31, 2015 and 50% on December 31, 2016. During the three-month period ended March 31, 2015, the service period for these grants was accelerated to end in July 2015. The vesting period remained unchanged. This award is equity classified and remeasured at fair value at the end of each reporting period through July 2015. During October 2014, the first tranches of RSU awards under the PIP Plan and under the CAC Equity-Based Compensation Plan for CEC Employees for officers and employees of CEC and its subsidiaries, as well as certain other individual consultants and advisers of the Company and its subsidiaries (the "Equity Plan") vested. Pursuant to these vesting events, CAC issued approximately 615,000 shares. In accordance with the CGP Operating Agreement, CGP LLC issued an equivalent number of Class A voting units to CAC, such that the number of shares of CAC stock outstanding equals the number of Class A voting units of CGP LLC owned by CAC. As a result, CAC's economic ownership of CGP LLC increased from approximately 42.4% to 42.5% . During 2015, certain RSU awards under the PIP Plan and under the Equity Plan (as defined below) vested. Pursuant to these vesting events, CAC issued approximately 955,000 shares. In accordance with the CGP Operating Agreement, CGP LLC issued an equivalent number of Class A voting units to CAC, such that the number of shares of CAC stock outstanding equals the number of Class A voting units of CGP LLC owned by CAC. As a result, CAC's economic ownership of CGP LLC increased from approximately 42.5% to 42.6% . The following is a summary of CAC's RSU activity under the PIP Plan for the year ended December 31, 2015 : Fair Value (1)

Restricted Stock Units Outstanding at January 1, 2015

864,909

11.91

Granted

25,876

7.73

Vested

(364,788)

11.21

525,997

12.19

Outstanding at December 31, 2015 _____________________ (1)

Represents the weighted-average grant date fair value per RSU.

The grant date fair value of RSUs is based on the quoted market price of our common stock on the date of grant. The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2015 and 2014 was $7.73 and $12.12 , respectively. The fair value of RSUs vested during the years ended December 31, 2015 and 2014 was $3.5 million and $1.9 million , respectively. As of December 31, 2015 , there was approximately $3.9 million of total unrecognized compensation cost related to RSUs granted under the PIP Plan, which is expected to be recognized over a weighted average remaining period of 1.9 years using the straight-line method. 107

For the year ended December 31, 2015 and 2014 , total compensation expense recorded in earnings for RSUs granted under the PIP Plan was $4.6 million and $2.4 million , respectively. This expense was included in Operating expenses in the Statements of Operations and Comprehensive Income. Stock Options On October 7, 2014, certain eligible individuals were granted a total of 725,000 options to purchase shares in accordance with the PIP Plan. These options are subject to a two -year vesting period vesting 100% on the second anniversary of its effective date. Subsequently, additional grants of RSUs to eligible individuals were approved. Options granted under the PIP Plan expire ten years from the date of grant. These options are equity classified and measured at fair value at the date of grant, and recognized as a component of Additional paid-in capital in the Balance Sheets. In December 2014, CAC also granted to a related party consultant, 675,000 options to purchase shares in accordance with the PIP Plan. This grant vests 50% on December 31, 2015 and 50% on December 31, 2016. During the three-month period ended March 31, 2015 , the service period for these grants was accelerated to July 2015 . The vesting period remained unchanged. These options are equity classified and were remeasured at fair value at the end of each reporting period through July 2015 . The following is a summary of CAC's stock option activity for the year ended December 31, 2015 : Weighted Average Exercise Price

Options Outstanding at January 1, 2015 Granted

1,400,000

9.53

Weighted Average Remaining Contractual Term (years)

Fair Value (1) $

5.02

9.9

Aggregate Intrinsic Value (in millions) $

1.1

20,000

7.73

3.10

Outstanding at December 31, 2015

1,420,000

9.51

4.99

8.9

—

Vested and expected to vest at December 31, 2015

1,420,000

9.51

4.99

8.9

—

337,500

9.84

6.10

9.0

—

Exercisable at December 31, 2015 _________________________ (1)

Represents the weighted-average grant date fair value per option.

The weighted-average grant date fair value of stock options granted during the years ended December 31, 2015 and 2014 was $3.10 and $5.02 , respectively. No stock options were exercised during the year ended December 31, 2015 and no stock options vested during the year ended December 31, 2014 . As CAC does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term, it was calculated through the BlackScholes model assuming that the options will be disposed of either post-vesting but prior to a liquidity event, at the date of a liquidity event or after a liquidity event. Expected volatility was based on the historical volatility of the common stock of CAC's competitor peer group for a period approximating the expected life. CAC has no current intention to pay dividends on its common stock. The risk-free interest rate within the expected term was based on the U.S. Treasury yield curve in effect at the time of grant. Valuation assumptions for CAC's stock options used in the Black-Scholes model to estimate fair value were as follows: Year Ended December 31,

Expected volatility Weighted-average volatility

2015

2014

39.9% - 45.7%

45.0% - 49.7%

45.5%

47.2%

Expected dividend yield

—

Expected term (in years)

5.8 - 9.4

5.5 - 10.0

1.8% - 2.3%

1.9% - 2.4%

Risk-free interest rate

As of December 31, 2015 , there was approximately $1.2 million of total unrecognized compensation expense related to CAC's stock options granted under the PIP Plan, which is expected to be recognized over a remaining average period of 0.9 years . During the years ended December 31, 2015 and 2014 , total compensation expense recorded in earnings for stock options was approximately $3.5 million and $0.4 million , respectively. This expense was included in Operating expenses in the Statements of Operations and Comprehensive Income. 108

Note 8 — Supplemental Cash Flow Information Significant non-cash transactions for the year ended December 31, 2015 included (1) $97.4 million in income from our equity method investment in CGP LLC, (2) $24.9 million of fees and expenses paid directly by CGP LLC that were incurred by CAC and accounted for as a non-cash distribution from CGP LLC and (3) CAC's contribution of 648,046 shares of CAC common stock to CGP LLC on October 21, 2015 issued pursuant to the Equity Plan and valued at $4.6 million . Significant non-cash transactions for the year ended December 31, 2014 included (1) $159.7 million related to the distribution of the CEOC notes from CGP LLC to CAC which was accounted for as a non-cash distribution from CGP LLC to CAC thereby reducing CAC's investment in CGP LLC and (2) $79.4 million in income from our equity method investment in CGP LLC, (3) $36.3 million of fees and expenses paid directly by CGP LLC that were incurred by CAC and also accounted for as a non-cash distribution from CGP LLC and (4) CAC's contribution of 521,218 shares of CAC common stock to CGP LLC on October 21, 2014 issued pursuant to the Equity Plan and valued at $4.8 million . Significant non-cash transactions for the period February 25, 2013 through December 31, 2013 included (1) $7.3 million in income from our equity method investment in CGP LLC and (2) $10.8 million of fees and expenses paid directly by CGP LLC that were incurred in connection with the Transactions by CGP LLC and accounted for as a non-cash distribution from CGP LLC to CAC thereby reducing CAC's investment in CGP LLC. CAC's expenses incurred in the normal course of business are expected to be paid by CGP LLC on behalf of CAC in accordance with the CGP Operating Agreement. During the year ended December 31, 2015 , CGP LLC did not make tax payments on behalf of CAC. During the year ended December 31, 2014 and the period from February 25, 2013 through December 31, 2013 , CGP LLC paid $12.7 million and $6.6 million , respectively, in tax on behalf of CAC which was accounted for as distributions from CGP LLC to CAC. As of both years ended December 31, 2015 and 2014 there was $19.3 million of prepaid federal income tax. There was no interest expense incurred or cash paid for interest during the years ended December 31, 2015 and 2014 . Note 9 — Related Party Transactions Formation of Caesars Enterprise Services, LLC Caesars Enterprise Services, LLC, a services joint venture among CEOC, Caesars Entertainment Resort Properties LLC, a subsidiary of Caesars Entertainment, and CGPH, (together the "Members" and each a "Member") manages CGP LLC's Properties and provides CGP LLC with access to Caesars Entertainment's management expertise, intellectual property, back office services and Total Rewards loyalty program. CES also employs personnel under each property's corresponding property management agreement. Operating expenses are allocated to each Member with respect to their respective properties serviced by CES in accordance with historical allocation methodologies, subject to annual revisions and certain prefunding requirements. Corporate expenses that are not allocated to the properties directly are allocated by CES to CEOC, CERP, and CGPH according to their allocation percentages (initially 70.0% , 24.6% and 5.4% respectively), subject to annual review. As a result of an annual review undertaken in September 2015 but effective July 2015, the allocation percentages were revised to 65.4% , 21.8% and 12.8% , respectively. CGPH has notified CES, CEOC and CERP that it objects to the new expense allocation but will pay the revised expense allocations under protest and reserves all rights. On October 1, 2014, CES began operations in Nevada, Louisiana and certain other jurisdictions in which regulatory approval had been received or was not required, including through the commencement of direct employment by CES of certain designated enterprise-wide employees. Omnibus License and Enterprise Services Agreement On May 20, 2014, the Members entered into an Omnibus License and Enterprise Services Agreement (the "Omnibus Agreement"), which granted licenses to the Members and certain of their affiliates in connection with the formation of CES. Initial contributions by the Members included a $22.5 million cash payment by CGP LLC on behalf of CGPH in October 2014. Pursuant to a capital call during the three months ended December 31, 2014 , CGP LLC contributed an additional $0.1 million on behalf of CGPH. Pursuant to capital calls during the year ended December 31, 2015 , CGPH contributed an additional $3.9 million to CES. On October 1, 2014 and January 1, 2015, the Members transitioned certain executives and employees to CES and the services of such employees were available as part of CES's provision of services to the Members and certain of their affiliates that own properties that require CES services under the Omnibus Agreement. Under the Omnibus Agreement, CEOC, Caesars License Company, LLC ("CLC"), Caesars World, Inc. ("CWI"), CGPH and certain of their subsidiaries that granted CES a non-exclusive, irrevocable, world-wide, royalty-free license in and to all intellectual property owned or used by such licensors, including all intellectual property (a) currently used, or contemplated to be used, in connection with the properties owned by the Members and their respective affiliates, including any and all intellectual property related to the Total Rewards program, and (b) necessary for the provision of services contemplated by the Omnibus Agreement and by the applicable management agreement for any such property (collectively, the "Enterprise Assets"). 109

CES granted to the properties owned or controlled by the Members, and their respective affiliates, non-exclusive licenses to the Enterprise Assets. CES granted to CEOC, CLC, CWI, CGPH and the properties owned or controlled by the Members licenses to any intellectual property that CES develops or acquires in the future that is not a derivative of the intellectual property licensed to it. CES also granted to CEOC, CLC, CWI and CGPH a non-exclusive license to intellectual property specific to the properties controlled by CGPH, CERP and their subsidiaries for any uses consistent with the uses made by CEOC, CLC, and CWI with respect to such intellectual property prior to the date of the Omnibus Agreement. Management Services Agreement with CEOC In October 2013, CAC entered into the CGP Management Services Agreement with CEOC and CGP LLC pursuant to which CEOC and its subsidiaries provide certain services. The agreement, among other things: •

provides that CEOC and its subsidiaries provide (a) certain corporate services and back office support, including payroll, accounting, risk management, tax, finance, recordkeeping, financial statement preparation and audit support, legal, treasury functions, regulatory compliance, insurance, information systems, office space and corporate, and other centralized services and (b) certain advisory and business management services, including developing business strategies, executing financing transactions and structuring acquisitions and joint ventures;

•

allows the parties to modify the terms and conditions of CEOC's performance of any of the services and to request additional services from time to time; and

•

provides for payment of a service fee to CEOC in exchange for the provision of services, plus a margin of 10% .

These services were assumed by CES in 2014. In connection with the CGP Operating Agreement, CGP LLC pays for these services on behalf of CAC. CAC accounts for these amounts as non-cash distributions from CGP LLC, thereby reducing CAC's investment in CGP LLC. Transaction Fees and Expenses For the years ended December 31, 2015 and 2014 , CGP LLC paid approximately $5.8 million and $14.3 million , respectively, on CAC's behalf primarily for legal and accounting fees and expenses incurred by CAC in connection with various transactions and potential transactions such as acquisitions and expenses associated with the Merger Agreement between CAC and CEC. These payments are accounted for as non-cash distributions from CGP LLC by CAC thereby reducing CAC's investment in CGP LLC. In 2013 , CGP LLC paid approximately $10.8 million on CAC's behalf for fees and expenses that were incurred in connection with the Transactions by CGP LLC and accounted for as non-cash distributions from CGP LLC to CAC thereby reducing CAC's investment in CGP LLC. See Note 1 — Description of Business and Summary of Significant Accounting Policies . Share-based Payments to Non-employees of CAC or CGP LLC On April 9, 2014, the Board approved the CAC Equity-Based Compensation Plan for CEC Employees (the "Equity Plan"). Under the Equity Plan, CEC is authorized to grant stock options, stock appreciation rights, stock bonuses, restricted stock, performance stock, stock units, phantom stock, dividend equivalents, cash awards, rights to purchase or acquire shares or similar securities in the form of or with a value related to our Common Stock to officers, employees, directors, individual consultants and advisers of CEC and its subsidiaries. The Equity Plan will terminate on April 9, 2024. Subject to adjustments in connection with certain changes in capitalization, the maximum value of the shares of our Common Stock that may be delivered pursuant to awards under the Equity Plan is $25.0 million . On May 8, 2014, CEC granted awards to officers, employees, directors, individual consultants and advisers of CEC and its subsidiaries in accordance with the Equity Plan in order to reward and provide incentive for services provided in their capacity, promote the success of CGP LLC, and more closely align the interests of such individuals with those of the stockholders of the Company. Awards under this plan vest one-third on each of October 21, 2014, 2015 and 2016. Expense associated with the vesting of such awards is recorded as management fee expense by CGP LLC, totaling $11.9 million and $9.9 million for the years ended December 31, 2015 and 2014 , respectively. As the service period for a portion of the awards was accelerated to end in July 2015, management fee expense also included expenses associated with the service period acceleration. Upon issuance of shares pursuant to this plan, such shares will be contributed to CGP LLC by CAC as additional investment into that entity, at which time CGP LLC will settle its management fee obligation with CEC and its subsidiaries through a distribution of such shares to CEC. Also upon issuance of shares pursuant to this plan, CGP LLC will issue an equivalent number of voting units in CGP LLC and distribute those units to CAC. As CAC will receive voting units in CGP LLC in exchange for the shares of CAC issued pursuant to this plan, there is no expected dilutive impact to CAC's EPS (see Note 4 — Stockholders' Equity and Earnings Per Share ). On October 21, 2014, 521,218 CAC shares valued at $4.8 million were issued pursuant to the Equity Plan. On October 21, 2015, 648,046 CAC shares valued at $4.6 million were issued pursuant to the Equity Plan. These shares were contributed to CGP LLC by CAC as an additional investment into CGP LLC, at which time CGP LLC settled its management 110

fee obligation with CEC and its subsidiaries through a distribution of such shares to CEC. Also upon contribution of these shares and RSU awards vested under the PIP Plan into CGP LLC, CGP LLC issued an equivalent number of voting units in CGP LLC to CAC. As a result, CAC's economic ownership of CGP LLC increased from approximately 42.4% at December 31, 2013 to 42.5% at December 31, 2014 to 42.6% at December 31, 2015. Stock-based Compensation Granted to Related Party In December 2014 , CAC granted RSU awards and options to a related-party consultant under the PIP Plan. During the three-month period ended March 31, 2015 , the service period for these grants was accelerated to end in July 2015 . The vesting period remained unchanged. During the years ended December 31, 2015 and 2014 , $4.4 million and $0.1 million of expense was recognized related to these grants, respectively. See Note 7 — Stock-based Compensation for a further discussion of these grants. Investment in Notes from Related Party In connection with the CEOC Notes, CGP LLC effectuated a distribution of its 5.75% and 6.50% face value aggregate principal amount as a dividend to its members, pro-rata based upon each member's ownership percentage in CGP LLC (see Note 4 — Stockholders' Equity and Earnings Per Share ). At the date of distribution, the fair value of CGP LLC's investment in the CEOC Notes was below its amortized cost basis. As a result, CGP LLC recorded an impairment charge of $63.5 million immediately prior to the Notes Distribution to recognize losses that had been accumulated in equity, given that CGP LLC would not recover its amortized cost basis in the CEOC Notes. In connection with the Notes Distribution, CAC, as a member of CGP LLC, received $137.5 million in aggregate principal amount of the 6.50% CEOC Notes, maturing June 1, 2016, and $151.4 million in aggregate principal amount of the 5.75% CEOC Notes, maturing October 1, 2017. CAC recognized $159.7 million as a reduction to Additional paid-in capital as a result of the distributions as well as $8.8 million of related interest and $1.4 million of tax expense associated with the cash interest received on the notes. These notes are included as a component of Additional paid-in capital in our Balance Sheets and Statements of Stockholders' Equity along with interest receivable at the distribution date. These notes will be held at the distributed value with no subsequent fair value adjustments or recognition of interest income until such time as amounts are received by CAC. The fair value of this distribution reduces the deployed capital upon which CAC is entitled to earn a minimum guaranteed return prospectively from the August 6, 2014 distribution date. Note 10 — Subsequent Events Because significant recent developments and subsequent events related to our equity method investee could be impactful to our financial performance, we have elected to include disclosure of such items herein. CGP LLC Subsequent Events On January 21, 2016, CGPH drew an additional $15.0 million of revolver borrowings on its $150.0 million revolving credit agreement. In January and February 2016, Caesars Interactive Entertainment repurchased shares of its outstanding common stock for total net consideration of $26.7 million . Note 11 — Quarterly Results of Operations (Unaudited) (In millions, except per share data)

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

2015 Equity method investment income

24.2

Loss from operations Net income Earnings per share - basic and diluted

24.4

(7.1)

(8.1)

(9.2)

8.7

7.8

7.0

(6.8) 8.5

0.06

0.05

0.06

2014 Equity method investment income

9.3

Loss from operations Net income Earnings per share - basic and diluted

111

21.3

24.9

23.9

(5.9)

(8.2)

(2.1)

2.2

8.4

2.8

(9.2) 1.2

0.02

0.06

0.02

0.01

FINANCIAL STATEMENTS OF PREDECESSOR GROWTH PARTNERS EXPLANATORY NOTE Upon the completion of the Transactions (as defined in Note 1 of Predecessor Growth Partners' Notes to Combined Financials), CAC's primary asset is its interest in CGP LLC, which is accounted for using the hypothetical liquidation at book value ("HLBV") approach to the equity method of accounting. The assets and entities that were acquired by or contributed to CGP LLC in connection with the Transactions (referred to as Predecessor Growth Partners) are considered to be the predecessor to CAC. Therefore, we have included financial statements of Predecessor Growth Partners in this annual report on Form 10-K as if those businesses and assets were combined into one reporting entity for the periods presented. These combined financial statements of Predecessor Growth Partners have been prepared on a stand-alone basis and, as the Transactions and the acquisitions of Harrah's New Orleans, The LINQ Hotel & Casino, Bally's Las Vegas and The Cromwell are considered transactions between entities under common control, have been recast and derived from the historical accounting records and consolidated financial statements of Caesars Entertainment. The combined historical financial statements consist of the financial position, results of operations and cash flows of the businesses and assets contributed to or acquired by CGP LLC in the Transactions and the acquisitions of Harrah's New Orleans, The LINQ Hotel & Casino, Bally's Las Vegas and The Cromwell described previously as if those businesses were combined into a single reporting entity for all periods presented. 112

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Caesars Acquisition Company We have audited the accompanying combined statement of operations, comprehensive income, stockholders' equity and cash flows of Caesars Entertainment Corporation’s prior interests in Caesars Interactive Entertainment, Inc. and its subsidiaries; PHWLV, LLC; Caesars Baltimore Investment Company, LLC; senior notes previously issued by a wholly owned subsidiary of Caesars Entertainment Corporation; 3535 LV Corp.; indirect subsidiaries of Parball Corporation; Corner Investment Company, LLC and its subsidiaries; and JCC Holding Company II, LLC and its subsidiaries (such interests referred to, in the aggregate, as “Predecessor Growth Partners”) for the period from January 1, 2013 through October 21, 2013 (date of Transactions, as defined in Note 1 to the accompanying combined financial statements, or “Transactions”). These combined financial statements are the responsibility of Caesars Acquisition Company’s management. Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Predecessor Growth Partners is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circ*mstances, but not for the purpose of expressing an opinion on the effectiveness of Predecessor Growth Partners’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such combined financial statements present fairly, in all material respects, the results of Predecessor Growth Partners’ operations and their cash flows for the period from January 1, 2013 through October 21, 2013 (date of Transactions) in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 1 to the combined financial statements, Caesars Acquisition Company and Caesars Entertainment Corporation consummated the Transactions on October 21, 2013 to form Caesars Growth Partners, LLC. Predecessor Growth Partners is considered the predecessor of Caesars Acquisition Company and represents the operations and cash flows described above related to the Transactions. As discussed in Note 2 to the combined financial statements, the acquisitions of 3535 LV Corp.; indirect subsidiaries of Parball Corporation; Corner Investment Company, LLC and its subsidiaries; and JCC Holding Company II, LLC and its subsidiaries (the “Acquisitions”) in May 2014 were accounted for as transactions among entities under common control. The financial statements of Predecessor Growth Partners have been recast to include the financial results for the Acquisitions as if those businesses were combined into Predecessor Growth Partners reporting entities for all periods presented. As discussed in Note 18 to the combined financial statements, the combined financial statements include allocations of expenses from Caesars Entertainment Corporation. These allocations may not be reflective of the actual level of costs which would have been incurred had the Predecessor Growth Partners operated as a separate combined entity apart from Caesars Entertainment Corporation. /s/ Deloitte & Touche LLP Las Vegas, Nevada March 28, 2014 (March 16, 2015 as to Note 2 )

113

PREDECESSOR GROWTH PARTNERS COMBINED STATEMENT OF OPERATIONS (In millions)

January 1, 2013 Through October 21, 2013 Revenues Interactive Entertainment Social and mobile games WSOP and online real money gaming

232.3 10.3 242.6

Casino Properties and Developments Casino Food and beverage Rooms Other Less: casino promotional allowances

530.7 162.9 196.0 72.7 (126.7) 835.6

Net revenues

1,078.2

Operating expenses Interactive Entertainment - Direct Platform fees

72.5

Casino Properties and Developments - Direct Casino Food and beverage Rooms Property, general, administrative and other Write-downs, reserves and project opening costs, net of recoveries Management fees to related parties Depreciation and amortization Change in fair value of contingent consideration

271.2 73.8 54.8 333.1 15.6 14.2 80.5 50.0

Total operating expenses

965.7

Income from operations Interest expense, net of interest capitalized Interest income - related party Loss on extinguishment of debt Other income, net

112.5 (61.0) 138.5 (0.7) 0.5

Income before provision for income taxes Provision for income taxes

189.8 (68.0)

Net income Less: net loss attributable to non-controlling interests

121.8 5.1 $

Net income attributable to Predecessor Growth Partners

See accompanying Notes to Combined Financial Statements.

114

126.9

PREDECESSOR GROWTH PARTNERS COMBINED STATEMENT OF COMPREHENSIVE INCOME (In millions) January 1, 2013 Through October 21, 2013 Net income

Other comprehensive income, net of income taxes: Unrealized gain on investments in notes from related party

121.8 0.5

Total other comprehensive income

0.5

Comprehensive income Less: net loss attributable to non-controlling interests

122.3 5.1 $

Comprehensive income attributable to Predecessor Growth Partners

See accompanying Notes to Combined Financial Statements.

115

127.4

PREDECESSOR GROWTH PARTNERS COMBINED STATEMENT OF STOCKHOLDERS' EQUITY (In millions) Additional Paid-in Capital Balance at January 1, 2013

2,339.8

Accumulated Other Comprehensive Income

Retained Earnings $

102.7

116.0

Non-controlling Interests $

14.9

Total Equity $

2,573.4

Net income/(loss)

—

126.9

—

(4.6)

Issuance of Caesars Interactive common stock

0.6

—

0.6

(9.9)

—

(9.9)

Purchase of Caesars Interactive management shares Stock-based compensation Capital contributions Unrealized gain on investments in notes from related party, net of tax Transactions with parent and affiliates, net Balance at October 21, 2013

0.2

—

0.2

38.2

—

32.2

70.4

—

0.5

—

0.5

—

(86.4)

(86.4) $

122.3

2,282.5

229.6

See accompanying Notes to Combined Financial Statements.

116

116.5

42.5

2,671.1

PREDECESSOR GROWTH PARTNERS COMBINED STATEMENT OF CASH FLOWS (In millions) January 1, 2013 Through October 21, 2013 Cash flows from operating activities Net income

Adjustments to reconcile net income to cash flows provided by operating activities Depreciation and amortization Amortization of debt discount and debt issuance costs Loss on early extinguishments of debt Change in fair value of contingent consideration Accretion of discount on investments in notes from related party Paid-in-kind interest Stock-based compensation expense Net change in deferred income taxes Net change in long-term accounts Net change in working capital accounts Net transfers to parent and affiliates Other non-cash items

121.8 80.5 19.5 0.7 50.0 (83.6) (0.3) 13.2 1.1 (1.1) 7.3 (32.5) (0.7)

Cash flows provided by operating activities

175.9

Cash flows from investing activities Land, buildings and equipment additions, net of change in construction payables Purchase of short-term investments Sale of short-term investments Payments to acquire business, net of cash acquired Proceeds received from sale of assets

(156.6) (5.0) 12.5 (17.3) 0.1

Acquisitions of intangible assets

(0.6) (263.0) 78.8

Increase in restricted cash Decrease in restricted cash Cash flows used in investing activities

(351.1)

Cash flows from financing activities Issuance of Caesars Interactive common stock and warrant Purchase of Caesars Interactive management shares Capital contributions Debt issuance costs and fees Proceeds from issuance of long-term debt Payments on long-term debt to related party Repayments under lending agreements

0.6 (9.9) 73.9 (10.8) 214.0 (7.0) (9.3)

Distributions to parent

(53.9)

Cash flows provided by financing activities

197.6

Net increase in cash and cash equivalents

22.4 205.2

Cash and cash equivalents, beginning of period $

Cash and cash equivalents, end of period

See accompanying Notes to Combined Financial Statements. 117

227.6

PREDECESSOR GROWTH PARTNERS NOTES TO COMBINED FINANCIAL STATEMENTS Note 1 — Description of Business and Summary of Significant Accounting Policies Organization and Transaction Caesars Acquisition Company (the "Company," "CAC," "we," "our" and "us"), a Delaware corporation, was formed on February 25, 2013 to make an equity investment in Caesars Growth Partners, LLC ("CGP LLC"), a joint venture between CAC and subsidiaries of Caesars Entertainment Corporation ("CEC" or "Caesars Entertainment"). CAC directly owns 100% of the voting membership units of CGP LLC, a Delaware limited liability company. CGP LLC was formed on July 16, 2013 for the purpose of acquiring certain businesses and assets of Caesars Entertainment and to pursue high-growth operating assets. On October 21, 2013, the joint venture was formed between subsidiaries of Caesars Entertainment and CAC through the execution of the series of transactions described below (which are collectively referred to as the "Transactions"): (i)

(ii)

(iii)

CAC used the proceeds from the exercise of the basic subscription rights in clause (ii) above to purchase 100% of the voting units of CGP LLC;

(iv)

(v)

the equity interests of PHWLV, LLC ("PHWLV"), which holds the Planet Hollywood Resort & Casino in Las Vegas ("Planet Hollywood");

a 50% interest in the management fee revenues of PHW Manager, LLC ("PHW Manager"), which manages Planet Hollywood, and Caesars Baltimore Management Company LLC, which manages Horseshoe Baltimore.

Caesars Entertainment contributed all of the shares of Caesars Interactive Entertainment, Inc.'s ("CIE" or "Caesars Interactive") outstanding common stock held by a subsidiary of Caesars Entertainment and approximately $1.1 billion in aggregate principal amount of senior notes held by a subsidiary of Caesars Entertainment (the "CEOC Notes" and, together with the shares of CIE, the "Contributed Assets") to CGP LLC, in exchange for all of CGP LLC's non-voting units.

Prior to the consummation of the Transactions, Planet Hollywood was owned by PHW Las Vegas, LLC ("PHW Las Vegas"). On October 21, 2013, in connection with and prior to the closing of the Transactions, PHW Las Vegas contributed and assigned to PHWLV, a wholly-owned subsidiary of PHW Las Vegas, and PHWLV accepted and assumed from PHW Las Vegas, all of the assets and liabilities of PHW Las Vegas, including Planet Hollywood. On May 5, 2014, CGP LLC contributed the equity interests of PHWLV to Caesars Growth Properties Holdings, LLC (the "Borrower" or "CGPH"), a subsidiary of CGP LLC. JCC Holding Company II, LLC and its subsidiaries (collectively known as "Harrah's New Orleans"), 3535 LV Corp. (formerly known as "The Quad" and recently rebranded as "The LINQ Hotel & Casino"), indirect subsidiaries of Parball Corporation (collectively known as "Bally's Las Vegas") and Corner Investment Company, LLC and its subsidiaries, (collectively known as "The Cromwell") were direct wholly-owned subsidiaries of CEOC, which is a majority-owned subsidiary of CEC. On May 5, 2014, CGPH through one or more subsidiaries acquired (i) The Cromwell, The LINQ Hotel & Casino, and Bally's Las Vegas, (ii) 50% of the ongoing management fees and any termination fees payable under the property management agreements entered between a Property Manager (as defined) and the owners of each of these properties and (iii) certain intellectual property that is specific to each of these properties (collectively referred to as the "First Closing"). 118

On May 20, 2014, CGPH through one or more subsidiaries acquired (i) Harrah's New Orleans, (ii) 50% of the ongoing management fees and any termination fees payable under the Louisiana property management agreement entered between a Property Manager and the owners of Harrah's New Orleans and (iii) certain intellectual property that is specific to the Harrah's New Orleans ("Second Closing"). CGPH paid $2.0 billion , less outstanding debt assumed, for the First Closing and Second Closing. The acquisitions of Harrah's New Orleans, The LINQ Hotel & Casino, Bally's Las Vegas and The Cromwell and the contribution of Planet Hollywood to CGPH are herein referred to as the "Acquired Properties." Because these acquisitions were accounted for as transactions among entities under common control, the financial information for CGP LLC and Predecessor Growth Partners has been recast to include the financial results for these properties as if those businesses were combined into the CGP LLC and Predecessor Growth Partners reporting entities for all periods presented. Predecessor Growth Partners has two operating units: (1) Interactive Entertainment and (2) Casino Properties and Developments. Predecessor Growth Partners' Interactive Entertainment segment consists of CIE, which is comprised of three distinct, but complementary businesses that reinforce, cross-promote and build upon each other: social and mobile games, the World Series of Poker ("WSOP") and regulated online real money gaming. Predecessor Growth Partners' Casino Properties and Developments segment consists of the Acquired Properties and CGP LLC's interest in the Maryland Joint Venture. Interactive Entertainment In May 2009, Caesars Interactive was formed by Caesars Entertainment. As of October 2013, CEC indirectly owned approximately 119,047 shares of Caesars Interactive's common stock, representing approximately 90.2% of the then-outstanding shares of Caesars Interactive. The remainder of the outstanding common stock of Caesars Interactive is owned by Rock Gaming LLC ("Rock") and members of the Caesars Interactive current and former management team. Caesars Interactive is a social and mobile games and online real money gaming provider which owns the WSOP brand. As part of its online strategy, CIE looks to grow its base of social and mobile games through development of additional games and acquisitions of new game studios. As new markets in the United States ("US") regulate online gaming, CIE will look to offer real money gaming in those jurisdictions. In addition, CIE licenses live WSOP tournaments in both the US and international locations. Casino Properties and Developments Harrah's New Orleans owns and operates an entertainment facility located in downtown New Orleans, Louisiana, composed of one casino, a hotel, multiple restaurants, and retail outlets. Planet Hollywood, The LINQ Hotel & Casino, Bally's Las Vegas and The Cromwell each own and operate casino and hotel entertainment facilities located on Las Vegas Boulevard, in Las Vegas, Nevada. In July 2012, a consortium led by Caesars Entertainment was awarded the license to operate a casino in downtown Baltimore. In October 2012, Caesars Entertainment entered into definitive agreements with its partners to form a joint venture to build the Horseshoe Baltimore, which was completed and opened in August 2014. Basis of Presentation These combined financial statements of Predecessor Growth Partners, prepared on a stand-alone basis as the Transactions and the acquisitions of Harrah's New Orleans, The LINQ Hotel & Casino, Bally's Las Vegas and The Cromwell are considered transactions between entities under common control, have been derived from the historical accounting records and consolidated financial statements of Caesars Entertainment Corporation. The combined historical financial statements consist of the financial position, results of operations and cash flows of the businesses and assets contributed to or acquired by CGP LLC in the Transactions and the acquisitions of Harrah's New Orleans, The LINQ Hotel & Casino, Bally's Las Vegas and The Cromwell described previously as if those businesses were combined into a reporting entity for all periods presented. Use of Estimates Predecessor Growth Partners' combined financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"), which requires management to make estimates and assumptions that affect the reported amounts in the combined financial statements and notes thereto. Significant estimates and assumptions reflected in Predecessor Growth Partners' combined financial statements include, but are not limited to, the estimated consumption rate of virtual goods that it uses for revenue recognition within the Interactive Entertainment segment, useful lives of property, equipment and amortizing intangible assets, income taxes, accounting for stockbased compensation, the valuation of contingent consideration and the evaluation of goodwill and long-lived assets for impairment. Management believes the accounting estimates are appropriate and reasonably determined. However, due to the inherent uncertainties in making these estimates, actual amounts could differ from such estimates. 119

Principles of Consolidation Predecessor Growth Partners' combined financial statements include the accounts of Predecessor Growth Partners and its subsidiaries after elimination of all intercompany accounts and transactions. These combined financial statements include the accounts of all wholly-owned subsidiaries and any partially-owned subsidiaries that Predecessor Growth Partners has the ability to control. Control generally equates to ownership percentage, whereby investments that are more than 50% owned are consolidated, investments in affiliates of 50% or less but greater than 20% are generally accounted for using the equity method, and investments in affiliates of 20% or less are accounted for using the cost method. Predecessor Growth Partners' combined financial statements also include the accounts of any variable interest entity for which Predecessor Growth Partners is determined to be the primary beneficiary. Up through and including October 21, 2013 , Predecessor Growth Partners analyzed its variable interests to determine if the entity that is party to the variable interest is a variable interest entity in accordance with GAAP. This analysis included both quantitative and qualitative reviews. Qualitative analysis was based on Predecessor Growth Partners' review of the design of the entity, its organizational structure including decision-making ability, and financial agreements. Based on these analyses, Predecessor Growth Partners is the primary beneficiary, and therefore has included the Horseshoe Baltimore development project in Maryland, a variable interest entity venture with Rock, in its combined financial statements. Transactions between Caesars Entertainment and Predecessor Growth Partners have been identified in the combined historical financial statements and the notes thereto as transactions between related parties (see Note 18 — Related Party Transactions ). Investments in Notes from Related Party Predecessor Growth Partners' investments in senior notes previously issued by CEOC, a related party, are classified as available for sale investments and recorded at fair value with changes in fair value being recorded in Accumulated other comprehensive income. Any discount or premium is amortized to interest income using the effective interest method. Land, Property and Equipment Gains or losses on the dispositions of land, property and equipment are included in the determination of income. Predecessor Growth Partners capitalized interest of $6.0 million for the period from January 1 through October 21, 2013 , primarily associated with The LINQ Hotel & Casino, The Cromwell and the Horseshoe Baltimore development project. Depreciation is provided using the straight-line method over the shorter of the estimated useful life of the asset or the related lease, as follows: Land improvements Building and improvements Furniture, fixtures and equipment

12 years 5 - 40 years 2.5 - 20 years

Predecessor Growth Partners reviews the carrying value of land, property and equipment for impairment whenever events and circ*mstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value of the asset, an impairment loss is recognized equal to an amount by which the carrying value exceeds the estimated fair value of the asset. The factors considered by management in performing this assessment include current operating results, trends, prospects, the effect of obsolescence, demand, competition, potential decreases in the marketplace, a change in physical condition, and legal and other economic factors. In estimating expected future cash flows for determining whether an asset is impaired, assets are grouped at the asset group level, which, for most of Predecessor Growth Partners assets, is the individual property. Predecessor Growth Partners did not recognize any impairment in any of the periods presented. Goodwill and Other Non-Amortizing Intangible Assets The purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. Predecessor Growth Partners determines the estimated fair values after review and consideration of relevant information including discounted cash flows, quoted market prices, and estimates made by management. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is recorded as goodwill. 120

Predecessor Growth Partners performed its annual goodwill impairment assessment as of September 30 , or more frequently if impairment indicators existed. Predecessor Growth Partners determined the estimated fair value of each reporting unit based on a combination of earnings before interest, taxes, depreciation and amortization ("EBITDA") and estimated future cash flows discounted at rates commensurate with the capital structure and cost of capital of comparable market participants, giving appropriate consideration to the prevailing borrowing rates within the casino industry in general. Predecessor Growth Partners also evaluated the aggregate fair value of all of its reporting units and other non-operating assets in comparison to its aggregate debt and equity market capitalization at the test date. EBITDA multiples and discounted cash flows are common measures used to value businesses in the industry. Predecessor Growth Partners performed an annual impairment assessment of other non-amortizing intangible assets as of September 30, or more frequently if impairment indicators existed. Predecessor Growth Partners determined the estimated fair value of its non-amortizing intangible assets by primarily using the "Relief From Royalty Method" and "Excess Earnings Method" under the income approach. Debt Discounts or Premiums and Debt Issuance Costs Debt discounts or premiums and debt issuance costs incurred in connection with the issuance of debt are capitalized and amortized to interest expense based on the related debt agreements using the effective interest method. Unamortized discounts or premiums and debt issuance costs are written off and included in gain or loss calculations to the extent Predecessor Growth Partners retires debt prior to its original maturity date. Unamortized debt issuance costs are included in Deferred charges and other and unamortized debt discounts or premiums are netted against Long-term debt. Derivative Instruments Derivative instruments are recognized in the combined financial statements at fair value. Any changes in fair value are recorded in the Combined Statements of Operations. The estimated fair value of Predecessor Growth Partners' derivative instrument is based on market prices obtained from dealer quotes. Such quotes represent the estimated amounts Predecessor Growth Partners would receive or pay to terminate the contract. See Note 8 — Financial Instruments for additional discussion on the Planet Hollywood interest cap agreement. Revenue Recognition Interactive Entertainment—Social and Mobile Games CIE derives revenue from the sale of virtual currencies within casino-themed social and mobile games which are played on various global, social and mobile third-party platforms. CIE's Slotomania and Bingo Blitz applications represented 90% of CIE's social and mobile games revenues for the period from January 1 through October 21, 2013. CIE's social and mobile games operate on a free-to-play model, whereby game players may collect virtual currency or other virtual consumable goods (collectively referred to as "virtual goods" or "virtual currency") free of charge through the passage of time or through targeted marketing promotions. Additionally, players have the ability to send free "gifts" of virtual goods to their friends through interactions with certain social platforms. If a game player wishes to obtain virtual goods above and beyond the level of free virtual goods available to that player, the player may purchase additional virtual goods. Once a purchase is completed, the virtual goods are deposited into the player's account and are not separately identifiable from previously purchased virtual goods or virtual goods obtained by the game player for free. Once obtained, virtual currency (either free or purchased) cannot be redeemed for cash nor exchanged for anything other than game play. When virtual currency is played in the games, the game player could "win" and would be awarded additional virtual currency, or could "lose" and lose the future use of that virtual currency. As the game player does not receive any additional benefit from the games, nor is the game player entitled to any additional rights once the game player's virtual goods are substantially consumed, CIE has concluded that the virtual goods represent consumable goods. CIE has determined through a review of customer play behavior that game players who purchase virtual currency generally are not purchasing additional virtual currency if their existing virtual goods balances have not been substantially consumed. As CIE is able to track the duration between purchases of virtual currency for individual game players, CIE is able to reliably estimate the period of time over which virtual currency is consumed. As such, CIE recognizes revenue using an item-based revenue model. Because CIE is unable to distinguish between the consumption of purchased or free virtual currency, CIE must estimate the amount of outstanding purchased virtual currency at each reporting period based on customer behavior. Based upon an analysis of the customers' historical play behavior, the timing difference between when virtual currencies are purchased by a customer and when those virtual currencies are consumed in gameplay is relatively short. 121

CIE continues to gather detailed customer play behavior and assess this data in relation to its revenue recognition policy. To the extent the customer play behavior changes, CIE reassesses its estimates and assumptions used for revenue recognition. Predecessor Growth Partners' games are played on various social and mobile third-party platforms for which such third parties collect monies from CIE's customers and pay CIE an amount after deducting a platform fee. CIE is the primary obligor with its customers, and under these arrangements, retains the ability to establish the pricing for its virtual currencies and assumes all credit risk with its customers. Based upon the above facts, CIE recognizes revenues from its game-playing customers on a gross basis and related platform fees are recorded as a component of operating expense. Prior to September 2013, transactions conducted through the Facebook platform were facilitated using Facebook credits ("FB Credits"), which is a form of virtual currency specific to the Facebook platform. Effectively, transactions priced by CIE to sell a specified number of virtual goods for a specified cost in a game player's local currency had FB Credits inserted into the transaction flow, whereby the purchase price paid by the game player was first converted to FB Credits, and the FB Credits were then converted into the resulting number of virtual goods. This provided a means for Facebook platform users to accumulate FB Credits prior to making an in-application purchase, and for the Facebook platform to provide to its users FB Credits at a discount or for free. Subsequent to the September 2013 elimination of FB Credits, Facebook may provide free gift cards or determine other means of discounting virtual currencies purchased by the Facebook platform users. As a result, CIE reviews the individual transaction details to ensure that revenues recognized for the sale of virtual currencies through the Facebook platform represent cash paid for such currencies by CIE's game players. Taxes collected from customers on behalf of governmental authorities are accounted for on a net basis and are not included in net revenues or operating expenses. WSOP and Online Real Money Gaming The majority of the WSOP and non-US regulated online real money licensed gaming revenue is derived from licensing the WSOP and Caesars trade names to third parties for the use in regulated online real money gaming and social and mobile games, the licensing of the WSOP trade name, and television rights and sponsorship for the WSOP live tournaments. With respect to the licensing agreements, CIE's revenues are typically based upon a percentage of revenue earned by its licensees and the fees received from Caesars Entertainment for the WSOP live tournament events. CIE's license fee revenues generated from regulated online real money gaming are recognized as earned based on a contractually agreed upon percentage of the net gaming revenue. CIE believes that it is the agent in these transactions and therefore records the net licensing revenue derived from its licensees' net gaming revenue. Revenue related to the licensing of the WSOP trade name to third parties for the use in for social and mobile games is recognized based on an agreed percentage of the third parties' revenues through revenue sharing agreements. Media and sponsorship revenues related to WSOP live tournaments are recorded as earned generally over the initial broadcasting period of the WSOP live tournaments. Online real money gaming revenues are measured by the aggregate net difference between gaming wins and losses, with liabilities recognized for player deposits. Cash discounts and other cash incentives related to online real money gaming are recorded as a reduction to WSOP and online real money gaming revenues. Casino Properties and Developments Casino Revenues . Casino revenues are measured by the aggregate net difference between gaming wins and losses, with liabilities recognized for funds deposited by customers before gaming play occurs and for chips in the customers' possession. However, jackpots, other than the incremental amount of progressive jackpots, are recognized at the time they are won by customers. Predecessor Growth Partners accrues the incremental amount of progressive jackpots as the progressive machine is played and the progressive jackpot amount increases, with a corresponding reduction of casino revenue. Food, Beverage, Rooms, and Other. Food, beverage, accommodations, and other revenues are recognized when services are performed. Advance deposits on rooms and advance ticket sales are recorded as customer deposits until services are provided to the customer. Sales taxes and other taxes collected from customers on behalf of governmental authorities are accounted for on a net basis and are not included in net revenues or operating expenses. The retail value of accommodations, food and beverage, and other services furnished to casino guests without charge is included in gross revenue and then deducted as promotional allowances. 122

Platform Fees Platform fees relate to Predecessor Growth Partners' Interactive Entertainment segment and consist of fees paid to third- party social and mobile platform providers. Approximately 79.4% of platform fees incurred for the period from January 1 through October 21, 2013 were paid to the top two platforms. Other than the deferral of platform fees associated with deferred revenues, platform fees are expensed as incurred. Total Rewards Point Liability Program Caesars Entertainment's customer loyalty program, Total Rewards, offers incentives to customers who gamble at Caesars Entertainment's casinos throughout the United States, including Predecessor Growth Partners' casino properties. Under the program, customers are able to accumulate, or bank, reward credits over time that they may redeem at their discretion under the terms of the program. The reward credit balance will be forfeited if the customer does not earn a reward credit over the prior six-month period. As a result of the ability of the customer to bank the reward credits, Caesars Entertainment accrues the expense of reward credits, after consideration of estimated forfeitures (referred to as "breakage"), as they are earned. The estimated value of the cost to provide reward credits is accrued by Caesars Entertainment as the reward credits are earned by customers. To arrive at the estimated cost associated with reward credits, estimates and assumptions are made regarding incremental marginal costs of the benefits, breakage rates, and the mix of goods and services for which reward credits will be redeemed. Caesars Entertainment uses historical data to assist in the determination of estimated accruals. The casino properties' associated cost to provide reward credits is included in Casino expense in the Combined Statements of Operations. Research and Development CIE incurs various direct costs in relation to the development of future social and mobile games applications and future online real money poker applications, along with costs to improve current social and mobile games. CIE evaluates research and development costs incurred to determine whether the costs relate to the development of software, and therefore are required to be capitalized, and have concluded there are no capitalizable research and development costs related to the development of software. All other research and development costs are expensed as incurred. Research and development costs were $23.1 million for the period from January 1 through October 21, 2013 . Such amounts are included in Property, general, administrative and other within the Combined Statements of Operations. Advertising Predecessor Growth Partners expenses the production costs of advertising the first time the advertising takes place. Advertising expense was $45.6 million for the period from January 1 through October 21, 2013 . Advertising expense is included in Property, general, administrative and other expenses within the Combined Statements of Operations. Stock-based Compensation Caesars Entertainment grants stock-based compensation awards in Caesars Entertainment common stock to certain employees that work for the management companies of the Acquired Properties, Planet Hollywood and Horseshoe Baltimore under the Caesars 2012 Performance Incentive Plan. Caesars Entertainment's allocated expense to Predecessor Growth Partners associated with executives' stock-based awards for the period from January 1 through October 21, 2013 but it was not considered material to the Combined Statements of Operations of Predecessor Growth Partners. Caesars Interactive grants stock-based compensation awards in Caesars Interactive common stock to its employees and service providers in accordance with the Caesars Interactive Entertainment, Inc. Amended and Restated Management Equity Incentive Plan (the "Plan"), which is intended to promote the interests of Caesars Interactive and its shareholders by providing key employees, directors, service providers and consultants with an incentive to encourage their continued employment or service and improve the growth and profitability of Caesars Interactive. The Plan provides for the Plan to be administered by the Human Resources Committee of the Board of Directors of Caesars Acquisition Company (the "Committee"). As a matter of policy, the exercise price of all options granted under the Plan has been determined by the Committee to ensure that the exercise price of options granted under the Plan complies with the requirement that such exercise price is not less than the fair market value of the underlying shares at the respective grant dates. Caesars Interactive has granted stock options and warrants, restricted shares and management shares to its employees. These programs are classified as either equity or liability-based instruments dependent on the terms and conditions of each of the awards. Equity-classified instruments are measured at their fair value at their date of grant and liability-classified instruments are re-measured at their fair value at each reporting date for accounting purposes. A description of the components of these programs is provided in Note 15 — Stock-based Compensation and Employee Benefit Plans . 123

Foreign Currency Predecessor Growth Partners transacts business in various foreign currencies. The functional currency of Predecessor Growth Partners' foreign operations is the U.S. dollar. Foreign exchange transaction gains and losses are included Property, general, administrative and other in the Combined Statements of Operations. Income Taxes Predecessor Growth Partners records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the expected future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Predecessor Growth Partners reduces the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on the more likely than not realization threshold. This assessment considers, among other matters, the nature, frequency, and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, Predecessor Growth Partners' experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives. The effect on the income tax provision and deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Prior to October 21, 2013, Predecessor Growth Partners' operations were included in the consolidated U.S. Federal income tax return and state income tax returns of Caesars Entertainment. The provision for income taxes included in the Combined Statements of Operations and Comprehensive Income was computed as if Predecessor Growth Partners filed its U.S. federal, state and income tax returns on a stand-alone basis. Planet Hollywood is a disregarded entity for federal and state income tax purposes as part of the Caesars Entertainment consolidated group. However, for the purpose of the combined financial statements for the period from January 1 through October 21, 2013 , Planet Hollywood recorded income taxes to properly represent the cost of its operations. Upon closing of the Transactions, CGP LLC is treated as a pass-through entity for federal and state income tax purposes. Recently Issued Accounting Pronouncements Predecessor Growth Partners has assessed recently issued guidance by the Financial Accounting Standards Board (the "FASB") and has determined there are no recently issued accounting pronouncements that will have a material impact on their financial position or results of operations. Note 2 — Recast of Financial Statements The acquisitions of Harrah's New Orleans, The LINQ Hotel & Casino, Bally's Las Vegas and The Cromwell in 2014 are accounted for as transactions among entities under common control and therefore the financial information for Predecessor Growth Partners has been recast to include the financial results for these properties as if those businesses were combined into Predecessor Growth Partners reporting entities for all periods presented. Note 3 — Development and Acquisition Activity Interactive Entertainment Acquisition of Bubbler Media In September 2012, Playtika, Ltd. ("Playtika"), a wholly owned subsidiary of Caesars Interactive, entered into an agreement with Ambar Services Limited ("Ambar") and Synesis, LLC ("Synesis") to effect a transaction whereby certain shareholders of Ambar ("Ambar Shareholders") would recruit and cause certain employees of Bubbler Media, a wholly-owned subsidiary of Synesis, to enter into employment contracts with a subsidiary of Playtika to create and develop programs and software, in exchange for $7.5 million in consideration. The acquisition was recognized as a business combination and all of the consideration transferred was recognized as goodwill as there were no identifiable assets or liabilities acquired as a result of the acquisition. Additionally, the Ambar Shareholders are entitled to four contingency payments of $0.9 million as of the first and second anniversary periods as defined in the agreement as amended. The maximum amount of contingency payments is $3.6 million . These payments are contingent upon services to be provided in the post-combination period; accordingly, these payments are not considered as part of the business combination and do not impact the total consideration transferred in respect to the business acquired. These payments will be recognized as compensation expense over the period in which they are incurred. For the period from January 1 through October 21, 2013 , $1.9 million was recognized in the Combined Statements of Operations. 124

Acquisition of Buffalo Studios LLC In December 2012, Caesars Interactive purchased substantially all of the assets of Buffalo Studios LLC ("Buffalo Studios"). Aggregate consideration was $50.8 million , including Predecessor Growth Partners' preliminary estimate of $5.6 million in contingent consideration (see Note 11 — Fair Value Measurements ). Buffalo Studios is a developer of social and mobile games which are played through a Facebook, Apple, or Android platform. Buffalo Studios' principal revenue source is Bingo Blitz, an online bingo game in which users compete to win virtual prizes and game enhancements. Buffalo Studios offers its games under a "free-to-play" model in which users can download and play the game for free, but are charged for additional game credits, game enhancements, and the purchase of virtual goods. The results of Buffalo Studios for periods subsequent to the acquisition are included in Predecessor Growth Partners' results in their Interactive Entertainment segment. The December 2012 purchase price of Buffalo Studios was allocated based upon estimated fair values of the assets acquired and liabilities assumed, with the excess of estimated fair value over net tangible and intangible assets acquired recorded as goodwill. CIE estimated the fair value of the assets acquired and liabilities assumed based upon consideration of the cost, income and market approaches to fair value, as appropriate, and sought the assistance of an independent valuation firm. As part of the business combination, CIE acquired intangible assets. The fair value methodology used to value the established user base followed a replacement cost method. As such, the fair value of the established customer base was based on the cost to recreate the user base using the means of advertising typically employed by CIE to market its games to potential users. The fair value of the developed games and game titles was based on a multi-period excess earnings method, which is an application of the discounted cash flow method and computes the present value of after-tax cash flows attributable to the associated future income stream. CIE estimated appropriate rates of return for the various asset classes by considering the risk of each specific asset class relative to the overall risks of the business. The required rates of return are lowest for net working capital, higher for fixed assets and intangible assets and highest for goodwill. •

The rate of return on net working capital assumes market participants would require a return on working capital similar to debt returns. CIE assumed that immaterial levels of net working capital are necessary to operate Buffalo Studios, in light of the short cash collection cycle.

•

The rate of return on fixed assets was estimated to be 6.0% , which assumes that these assets would be financed primarily by debt financing.

•

CIE estimated discount rates on the intangible assets to be 21.0% based on the relative risk profiles of these assets as compared to that of the overall business.

•

Goodwill was computed on a residual basis. The implied rate of return on goodwill was 25.0% , which accounts for the additional risk inherent in the asset's unidentifiable nature.

Intangible assets acquired consisted of developed games, valued at $21.0 million with an estimated useful life of 5 years, an established user base valued at $7.6 million with an estimated life of 2.5 years, and game titles valued at $7.5 million with a life of ten years. The goodwill is attributed to the workforce of Buffalo Studios and the significant synergies expected subsequent to the acquisition. Caesars Interactive recorded the purchase price allocation as follows (in millions): Total current assets Non-current assets Goodwill

Intangible assets other than goodwill

3.3 0.6 12.9 36.1 52.9

Total current liabilities

(2.1)

Contingent consideration

(5.6)

Net assets acquired

45.2

Other CIE Acquisitions In May 2013, CIE acquired the World Series of Poker social and mobile game assets and intellectual property from Electronic Arts, Inc. In August 2013, CIE acquired an online gaming development business based in the Ukraine. In October 2013, certain wholly-owned subsidiaries of Caesars Interactive acquired the workforce, assets and intellectual property (collectively, the "Acquired Assets") of unaffiliated third parties. Total consideration for the Acquired Assets was $18.0 million , of which $10.0 million was paid on October 21, 2013 and $8.0 million was contingent upon achieving certain milestone events. Assets acquired and liabilities assumed in these transactions were not material to Predecessor Growth Partners' financial statements. 125

Casino Properties and Developments Baltimore, Maryland Development In September 2011, CEOC filed an application with the State of Maryland for the license to operate a gaming facility in the City of Baltimore. The application was filed on behalf of a venture that includes Caesars Entertainment as the lead investor and facility manager, Rock, CVPR Gaming Holdings, LLC, and STRON-MD Limited Partnership. In July 2012, the consortium led by Caesars Entertainment was awarded the license to operate a casino in downtown Baltimore. In October 2012, Caesars Entertainment entered into definitive agreements with investors associated with Rock, CVPR Gaming Holdings, LLC, STRON-MD Limited Partnership, and PRT Two, LLC, to form a joint venture that will build and own the Horseshoe Baltimore casino. Subject to regulatory approvals and receipt of project financing, Caesars Entertainment began construction of the Horseshoe Baltimore in the first half of 2013 and opened the casino to the public in August 2014. Pursuant to such definitive agreements, Caesars Entertainment committed to contribute a maximum of $78.0 million in capital to the joint venture, $17.7 million of which has previously been contributed and appears as a capital contribution within Additional paid-in capital on Predecessor Growth Partners' Combined Statement of Stockholders' Equity, for the purpose of developing and constructing the casino. Predecessor Growth Partners had an approximate 51.8% indirect ownership interest in the joint venture, which is a combined subsidiary (see Note 20 — Subsequent Events contained in the CGP LLC audited financial statements included in Exhibit 99.1 of this Annual Report for transactions relative to this transaction which occurred after October 21, 2013). In October 2012, CBAC Gaming, LLC ("CBAC Gaming"), an indirectly-held subsidiary of the Company, entered into a lease with the City of Baltimore, Maryland to lease vacant real property for the gaming facility in Baltimore, Maryland. Subject to several extension rights provided to CBAC Gaming, the term of the lease may be extended up to a maximum of 50 years following the date the facility is open to the public. Rent payable under the lease is equal to the greater of (i) 2.99% of the gross gaming proceeds derived from the operation of the Facility, and (ii) the annual minimum rental amounts set forth in the lease. In connection with the execution of the lease, CBAC Gaming also entered into a Land Disposition Agreement (the "LDA") with the City of Baltimore to acquire real property for the purpose of demolishing existing improvements and, thereafter, developing and operating parking garage immediately adjacent to the casino entertainment facility. The total purchase price for this real property was approximately $5.9 million . Pursuant to the Maryland Joint Venture definitive agreements, capital calls were made to all members in April 2013 and June 2013 for an aggregate amount of $73.3 million to fund the ongoing development activities and capitalization requirements for financing of the joint venture. In accordance with Predecessor Growth Partner's ownership interests in the Maryland Joint Venture, its portion of the capital contribution amounted to an aggregate total of approximately $38.0 million , which was paid by Caesars Entertainment and appears as a capital contribution within Additional paid-in capital on Predecessor Growth Partners' Combined Statement of Stockholders' Equity. As of October 21, 2013, STRON-MD Limited Partnership holds 4.8% of the Horseshoe Baltimore joint venture. Their non-controlling interest contains an embedded put feature that may cause us, at any time, to purchase all of STRON-MD Limited Partnership's interest in Horseshoe Baltimore either at cost prior to the commencement of the planned casino's operations, or at fair market value after the commencement of operations. For accounting purposes, their ownership interest is presented as redeemable noncontrolling interest presented outside of permanent equity. Note 4 — Depreciation and Amortization Caesars Interactive entered into a Platform Development and Service Agreement, dated as of January 30, 2012 (the "Platform Agreement"), with 888 poker software (" 888 "), Caesars Interactive's partner in the UK online real money gaming market. The Platform Agreement provides that 888 will develop and service an online real money poker platform for use in any United States jurisdiction when online real money gaming becomes legal. Under this agreement, 888 receives a portion of the revenue derived from the platform and reimbursem*nt for expenses. Reimbursem*nts for computer hardware incurred prior to construction in progress, and reimbursem*nts for other development costs and expenses have been recorded in Property, general, administrative and other in the Combined Statements of Operations. The Platform agreement also provides 888 the option to market or sell the rights to the technology developed under the agreement, but upon exercising such option, 888 would be required to reimburse Caesars Interactive some or all of the computer hardware and development costs and expenses. In August 2013, Caesars Interactive and 888 amended the Platform Agreement and entered into a Services Agreement (collectively, the " 888 Agreements") whereby 888 exercised its non-exclusivity option allowing them to use and market the platform in jurisdictions that Caesars Interactive operates. In accordance with the 888 Agreements, 888 reimbursed Caesars Interactive for costs incurred during the development stage of the platform. Additionally, 888 will reimburse Caesars Interactive for computer hardware costs through a reduction of 888 's revenue share. Depreciation expense for property and equipment is reflected in Depreciation and amortization in the Combined Statements of Operations. For the period from January 1 through October 21, 2013 the aggregate depreciation expense was $49.5 million . The aggregate amortization expense for those intangible assets that are amortized is reflected in Depreciation and amortization in the Combined Statements of Operations. For the period from January 1 through October 21, 2013 there was $29.3 million of amortization expense recorded related to intangible assets and $1.7 million of amortization expense related to other items. No impairment charges were recorded for the period from January 1 through October 21, 2013 . Note 5 — Casino Promotional Allowances The retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenues and then deducted as Casino promotional allowances. The estimated retail value of such Casino promotional allowances is included in Net revenues as follows: January 1, 2013 Through October 21, 2013

(In millions) Food and beverage Rooms Other Total

63.8 55.9 7.0

126.7

The estimated cost of providing such promotional allowances is included in Operating expenses as follows: January 1, 2013 Through

(In millions)

October 21, 2013

Food and beverage Rooms Other Total

38.8 20.0 3.4

62.2

Note 6 — Write-downs, Reserves and Project Opening Costs, Net of Recoveries Write-downs, reserves and project opening costs, net of recoveries include project opening costs, remediation costs, costs associated with efficiency projects, project write-offs, demolition costs and other non-routine transactions, net of recoveries of previously recorded non-routine reserves. The components of Write-downs, reserves and project opening costs, net of recoveries are as follows: January 1, 2013 Through October 21, 2013

(In millions) Remediation costs Divestitures and abandonments (1) Efficiency projects Project opening costs Other Total Write-downs, reserves and project opening costs, net of recoveries

9.2 3.2 1.6 1.4 0.2

15.6

_________________________ (1)

Divestitures and abandonments are primarily comprised of demolition costs related to projects in development.

Note 7 — Third-Party Interest and Fees Planet Hollywood Amended and Restated Loan Agreement In connection with the 2010 acquisition of Planet Hollywood and the related assumption of debt, Planet Hollywood entered into the Amended and Restated Loan Agreement (the "Planet Hollywood Loan Agreement") with Wells Fargo Bank, N.A., as trustee for The Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2007- TFL2 (the "Lender"). On October 26, 2011, Planet Hollywood exercised its option to extend the Planet Hollywood 126

senior secured loan to 2013. On December 5, 2013 the loan maturity was again extended to April 2015. This loan was secured by the assets of PHWLV, LLC. The amount outstanding under the agreement bore interest at a rate per annum equal to the London Inter-Bank Offered Rate ("LIBOR") plus 2.859% . A subsidiary of CEOC owned interest-only participations in a portion of the PHW Las Vegas, LLC senior secured loan that was entitled to interest at a fixed rate equal to 1.59% per year. Cromwell Credit Facility In November 2012, The Cromwell entered into a $185.0 million , seven -year senior secured credit facility bearing interest at LIBOR plus 9.75% with a LIBOR floor of 1.25% (the "Cromwell Credit Facility") to fund the renovation of the former Bill's Gamblin' Hall and Saloon into a boutique lifestyle hotel, rebranded as The Cromwell. Horseshoe Baltimore Credit and FF&E Facilities CBAC Borrower, LLC ("CBAC Borrower"), a joint venture among Caesars Baltimore Investment Company, LLC, Rock Gaming Mothership LLC, CVPR Gaming Holdings, LLC, STRON-MD Limited Partnership and PRT Two, LLC, entered into a credit agreement (the "Baltimore Credit Facility") in July 2013 in order to finance the acquisition of land in Baltimore, Maryland and the construction of the Horseshoe Baltimore and a parking garage (collectively, the "Baltimore Development"). The Baltimore Credit Facility provides for (i) a $300.0 million senior secured term facility with a seven -year maturity, which is comprised of a $225.0 million facility that was funded on July 2, 2013 upon closing of the Baltimore Credit Facility, a $37.5 million delayed draw facility available from the closing of the Baltimore Credit Facility until July 2014 and a $37.5 million delayed draw facility available until January 2015 and (ii) a $10.0 million senior secured revolving facility with a five -year maturity. For the Baltimore Credit Facility, borrowings bear interest at a rate equal to the then current adjusted LIBOR or at a rate equal to the alternate base rate, in each case, plus an applicable margin of 7.00% . The adjusted LIBOR is equal to the greater of (i) 1.25% and (ii) the LIBOR in effect for such interest period. In addition, on a quarterly basis, CBAC Borrower is required to pay each lender (i) a 0.50% commitment fee in respect any unused commitments under the revolving credit facility, (ii) a 0.125% fronting fee in respect of the aggregate face amount outstanding letters of credit under the revolving credit facility and (iii) a 2.25% commitment fee in respect of unfunded commitments under the delayed draw facility until termination of such commitments. Concurrently with the closing of the Baltimore Credit Facility, CBAC Borrower entered into an equipment financing term loan facility for up to $30.0 million (the "Baltimore FF&E Facility"). The loan bears an interest rate at a floating rate per annum equal to the adjusted LIBOR plus 7.5% . The adjusted LIBOR will be determined by Credit Suisse AG, Cayman Islands Branch (the "Administrative Agent") and will equal to the greater of (i) the LIBOR in effect for such interest period multiplied by statutory reserves and (ii) 1.25% . No debt had been drawn from this facility as of October 21, 2013 . Special Improvement District Bonds In 2008, Bally's Las Vegas entered into a District Financing Agreement with Clark County, Nevada (the "County"). In accordance with the agreement, the County issued Special Improvement District Bonds to finance land improvements at Bally's Las Vegas and at an affiliate casino property, Caesars Palace. Of the total bonds issued by the County, $16.5 million was related to Bally's Las Vegas. These bonds bear interest at 5.30% , have principal and interest payments due on June 1st of every year and interest only payments due on December 1st of every year. The Special Improvement District Bonds mature on August 1, 2037. Note 8 — Financial Instruments Derivative Instruments On December 9, 2011, Planet Hollywood entered into an interest rate cap agreement for a notional amount of $517.7 million at a LIBOR cap rate of 7.0% which matured on December 9, 2013. Planet Hollywood did not designate the interest rate cap agreement as a cash flow hedge. Therefore, any change in fair value was recognized in interest expense during the period in which the change in value occurred. Likewise, Predecessor Growth Partners had no derivatives designated as hedging instruments at October 21, 2013 . The effect of derivative instruments in the Combined Statements of Operations for the period from January 1 through October 21, 2013 was immaterial. Note 9 — Equity and Non-controlling Interests Additional Paid-in Capital and Retained Earnings Prior to the Transactions, Additional paid-in capital and Retained earnings represented the cumulative net investment by Caesars Entertainment in Predecessor Growth Partners, including any prior net income or loss or other comprehensive income or 127

loss attributed to Predecessor Growth Partners and contributions received from or distributions made to Caesars Entertainment. Current domestic income tax liabilities were deemed to be remitted in cash to Caesars Entertainment in the period the related income tax expense was recorded. Certain transactions between Predecessor Growth Partners and other related parties that are wholly-owned subsidiaries of Caesars Entertainment, including allocated expenses and settlement of intercompany transactions, were also included in Additional paid-in capital. Cash received as interest on investments in notes from related party was transferred back to Caesars Entertainment. Such transfers were recorded as equity transactions, net of associated tax, and included as a component of Additional paid-in capital. Predecessor Growth Partners treated these net distributions to Caesars Entertainment as financing transactions in its Combined Statements of Cash Flows. Non-controlling Interest The following is a summary of Predecessor Growth Partners' net loss attributable to non-controlling interests for the period from January 1 through October 21, 2013 : January 1, 2013 Through October 21, 2013

(In millions) Net loss attributable to redeemable non-controlling interests Net loss attributable to non-controlling interests Net loss attributable to non-controlling interests

(0.5) (4.6)

(5.1)

As of October 21, 2013 , STRON-MD Limited Partnership held 4.8% of the Maryland Joint Venture. Their non-controlling interest contains an embedded put feature that may, at any time, cause Predecessor Growth Partners to purchase all of STRON-MD Limited Partnership's interest in Maryland Joint Venture either at cost prior to the commencement of the planned casino's operations, or at fair market value after the commencement of operations. For accounting purposes, their ownership interest is presented as Redeemable non-controlling interest presented outside of permanent equity. The changes in the carrying amount of Redeemable non-controlling interests were as follows: (In millions) Balance as of January 1, 2013

1.3

Net loss attributable to redeemable non-controlling interests

(0.5)

Capital contribution to Horseshoe Baltimore

3.5 $

Balance as of October 21, 2013

4.3

Net loss attributable to Redeemable non-controlling interests from the Maryland Joint Venture for the period from January 1 through October 21, 2013 was recognized in the Combined Statements of Operations, but was not recognized in the Combined Statements of Stockholders' Equity as it was accounted for as mezzanine equity during the respective periods. Accumulated Other Comprehensive Income Accumulated other comprehensive income consists of unrealized gains on investments in notes from related party (see Note 18 — Related Party Transactions ), net of taxes. For the period from January 1 through October 21, 2013 there were no amounts reclassified out of Accumulated other comprehensive income. Note 10 — Income Taxes The components of income before income taxes and the related provision for the United States and other income taxes for Predecessor Growth Partners were as follows: January 1, 2013 Through October 21, 2013

(In millions) Income before Income Taxes United States Outside of the United States Total income before income taxes

128

126.9 62.9

189.8

January 1, 2013 Through October 21, 2013

(In millions) Income Tax Provision United States Current (Federal and state)

54.1

Deferred (Federal and state)

3.0

Outside of the United States Current

13.8

Deferred

(2.9)

Total income tax provision

68.0

The differences between the United States statutory federal income tax rate and the effective tax rate expressed as a percentage of income before taxes were as follows: January 1, 2013 Through October 21, 2013 Statutory tax rate

35.0 %

Increases/(decreases) in tax resulting from: Federal valuation allowance change

3.0

State taxes, net of federal tax benefit

0.8

Foreign income taxed at lower rates than the U.S.

(5.9)

Nondeductible lobbying

0.2

Nondeductible stock-based compensation

1.8

Offering costs

0.1

Non-controlling interests

0.9

Other

(0.1)

Effective tax rate

35.8 %

A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits is as follows: (In millions) Balance at January 1, 2013 Additions on tax positions of prior years

— 0.2

Balance at October 21, 2013

0.2

Predecessor Growth Partners classifies reserves for tax uncertainties within Accrued expenses and Deferred credits and other, separate from any related income tax payable or deferred income taxes. Reserve amounts relate to any potential income tax liabilities resulting from uncertain tax positions as well as potential interest or penalties associated with those liabilities. Predecessor Growth Partners recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. Predecessor Growth Partners did not accrue any material interest and penalties in 2013 related to uncertain tax positions. Included in the balance of unrecognized tax benefits at October 21, 2013 are approximately $0.2 million of unrecognized tax benefits that, if recognized, would impact the effective tax rate. Predecessor Growth Partners files income tax returns, including returns for its subsidiaries, with federal, state, and foreign jurisdictions. The tax years that remain open for examination for Predecessor Growth Partners' major jurisdictions are 2010 through 2013 for the U.S. and Canada and 2011 through 2013 for Israel. Audit outcomes and the timing of audit settlements are subject to significant uncertainty. Although Predecessor Growth Partners believes that adequate provision has been made for such issues, there is the possibility that the ultimate resolution of such issues could have an adverse effect on their earnings. Conversely, if these issues are resolved favorably in the future, the related provision would be reduced, thus having a favorable impact on earnings. 129

Note 11 — Fair Value Measurements The fair value hierarchy defines fair value as an exit price, representing the amount that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. The fair value hierarchy establishes three tiers, which prioritize the inputs used in measuring fair value as follows: Level 1:

Observable inputs such as quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date;

Level 2:

Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3:

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Predecessor Growth Partners' assessment of goodwill and other intangible assets for impairment includes an assessment using various Level 2 (EBITDA multiples and discount rate) and Level 3 (forecasted cash flows) inputs. Predecessor Growth Partners' determination of stock-based compensation includes the valuation of CIE's common stock and the related options and warrants using various Level 2 and Level 3 inputs. As part of the preliminary purchase price allocation related to its acquisition of Buffalo Studios in December 2012, Predecessor Growth Partners recorded $5.6 million in contingent consideration, which is remeasured at fair value until settlement under Accounting Standards Codification ("ASC") 805, Business Combinations. In April 2014, the Company paid $58.5 million as final consideration, based upon a multiple of EBITDA for the calendar year 2013 in excess of a specified minimum threshold (generally referred to as an "earn-out" payment). This liability falls into Level 3 within the fair value hierarchy and was adjusted to its estimated fair value of $55.6 million as of October 21, 2013 . The change of $50.0 million in the estimated value of the contingent consideration between the time the initial estimate was finalized and October 21, 2013 is recorded in the Change in fair value of contingent consideration in the Combined Statements of Operations. A probability approach considering the various estimated calendar 2013 EBITDA levels and related likelihood of achieving those levels, resulting in different values for the earn-out payment was applied in estimating the fair value of this earn-out liability. Predecessor Growth Partners may have to pay additional consideration associated with its acquisitions of the WSOP mobile poker game contingent upon meeting or exceeding of specified performance criteria. Entities are permitted to choose to measure certain financial instruments and other items at fair value. Predecessor Growth Partners has not elected the fair value measurement option for any of its assets or liabilities that meet the criteria for this option. Note 12 — Litigation, Contractual Commitments and Contingent Liabilities From time to time, CAC, Predecessor Growth Partners or CGP LLC may be subject to legal proceedings and claims in the ordinary course of business. Horseshoe Baltimore Multiple lawsuits have been filed against CBAC Gaming, LLC and CBAC Borrower, LLC ("CBAC"), the City of Baltimore, the Maryland Department of the Environment ("MDE") and other parties in relation to the proposed location and the development of Horseshoe Baltimore. These cases allege violations of various environmental laws, violations of zoning laws and public nuisance, among other claims. Although CAC, Predecessor Growth Partners and CGP LLC believe that they have adequate defenses to these claims, an adverse judgment could result in additional costs, delays in construction, or injunctions. In November 2012, the MDE granted approval of the Maryland Joint Venture's amended response action plan ("RAP") under MDE's Voluntary Cleanup Program that named the Maryland Joint Venture, rather than the City of Baltimore, as the party that will implement the RAP and redevelop the proposed location of Horseshoe Baltimore. On February 20, 2013, a group of local residents working with the non-profit Inner Harbor Stewardship Foundation (the "Foundation") filed a complaint in the Maryland Circuit Court challenging the legality of the MDE's approval of the amended RAP. In the case, known as Ruth Sherrill, et al. v. State of Maryland Department of the Environment, et al., the plaintiffs claimed that the amended RAP was approved without complying with the public notice and participation requirements of Maryland law. The plaintiffs sought additional public notice and participation, and to obtain an injunction on, among other things, any construction activities at the site pending the resolution of the case. On March 14, 2013, the court denied the plaintiffs' motion for a Temporary Restraining Order and Preliminary Injunction ("TRO"). The plaintiffs' appeal of the TRO ruling was dismissed. On April 22, 2013, the plaintiffs filed an amended complaint adding a public nuisance claim to their original complaint. The defendants filed motions to dismiss the plaintiffs' amended complaint and a hearing was held on June 14, 2013. The amended complaint was dismissed on November 6, 2013. The plaintiffs filed a notice of appeal on December 6, 2013 and oral argument occurred on October 3, 2014. No decision has been issued from the appellate court. 130

The plaintiffs issued a notice of intent to file a citizen suit under 42 U.S.C. §§ 6972(a)(1)(A) and (a)(1)(B) of the Resource Conservation and Recovery Act. This notice of intent indicated an intention to sue CBAC, the City of Baltimore, Whiting-Turner, the general contractor for the construction of the Horseshoe Baltimore casino, and the Maryland Chemical Company, the former owner and operator of the site. The citizen suit was filed on September 19, 2013, but did not name Whiting-Turner. The defendants filed motions to dismiss on October 15, 2013 for lack of subject matter jurisdiction and failure to state a claim to which plaintiffs responded on November 1, 2013. The motions to dismiss were granted on July 16, 2014. An appeal was noted on August 13, 2014. Oral argument is scheduled before the 4th Circuit on March 25, 2015. The decision of the Board of Municipal Zoning Appeals to grant variances for the site for Horseshoe Baltimore was appealed by separate parties on the basis of alleged procedural irregularities. The appeals were dismissed for lack of standing on October 11, 2013 and no appeal of that decision was timely filed. On August 1, 2013, ten individuals claiming to represent a class of similarly situated individuals filed a complaint in the U.S. District Court for the Northern District of Maryland against the Maryland Department of the Environment, the City of Baltimore, the U.S. Environmental Protection Agency, CBAC Gaming, Whiting-Turner Contracting Company and Urban Green Environmental, LLC. The 11 count complaint alleged that the RAP for the proposed location of Horseshoe Baltimore is inadequate and approved without appropriate public participation. The plaintiffs seek declaratory and injunctive relief, compensatory and punitive damages, and claim violations of civil rights laws and the Clean Water Act, civil conspiracy, and a variety of torts. The plaintiffs also sought a temporary restraining order, which the District Court denied on August 9, 2013. The plaintiffs amended their complaint on November 15, 2013 and again on December 26, 2013, adding 44 new plaintiffs and naming MDE, the Secretary of MDE, the City of Baltimore, the Mayor of the City of Baltimore, the Baltimore Development Corporation, and CBAC Gaming and CBAC Borrower as defendants. The defendants filed motions to dismiss on January 27, 2014 and the plaintiffs filed their oppositions on February 28, 2014. The case was dismissed on May 16, 2014 and no appeal was filed. From time to time, the City of Baltimore may be subject to legal proceedings asserting claims related to the site. CBAC, Predecessor Growth Partners and CGP LLC have not been named as parties to these proceedings. Four residents of Baltimore City and County issued a notice of intent to file a citizen suit under 33 U.S.C. § 1365(b) of the Clean Water Act against the City of Baltimore as owner of the site for water pollution alleged to originate there. A lawsuit was filed on behalf of two of the residents on July 2, 2013. The City of Baltimore moved to dismiss the complaint on August 28, 2013. One of the plaintiffs withdrew from the case on October 10, 2013. The U.S. District Court for the District of Maryland dismissed the case without prejudice on January 7, 2014 for lack of standing. Two residents of Baltimore City filed suit on May 20, 2013 against the City of Baltimore, as owner of the site, alleging that the City of Baltimore was in violation of Maryland water pollution laws as a result of groundwater contamination alleged to be migrating from the site. The City of Baltimore was served with the complaint on June 12, 2013. An amended complaint was filed on July 19, 2013, which the City of Baltimore moved to dismiss on August 6, 2013. The plaintiffs dismissed the complaint without prejudice on September 12, 2013. Playtika Employment Agreements In December 2011, a subsidiary of Caesars Interactive entered into employment agreements with certain selling shareholders of Playtika who had been managing Playtika both prior and subsequent to CIE's May 2011 acquisition. Under these employment agreements, a subsidiary of Caesars Interactive agreed to pay $4.0 million in success bonuses; $2.0 million to each of two employees in the event that each employee is still employed 29 months from the commitment date of the employment agreement. If the employee's employment is terminated without cause or terminated by the employee for good reason prior to the completion of the required 29 months of service, but after completion of service through July 1, 2013, each of the employees is entitled to receive 40% of this success bonus. In addition, Caesars Interactive had remaining success bonuses payable to certain other Playtika employees of $1.1 million payable during the year ending December 31, 2014. These success bonuses were dependent upon the receiving individuals still being employed on the dates that such bonuses become payable. In June 2013, Predecessor Growth Partners recognized compensation expense in connection with the resignation of a Playtika senior management member. This expense is included in Property, general, administrative and other in the Combined Statements of Operations. Planet Hollywood Energy Services Agreement Planet Hollywood's predecessor entered into an Energy Services Agreement ("ESA") with Northwind Aladdin, LLC ("Northwind") on September 24, 1998, subject to five subsequent amendments. Under the terms of the amended ESA, Northwind is required to provide chilled water, hot water and emergency power to Planet Hollywood from a central utility plant for a term that expires February 29, 2020. Planet Hollywood recorded expenses of $2.5 million for the period from January 1 131

through October 21, 2013 which is included in Property, general, administrative and other expenses in the accompanying Combined Statements of Operations. Insurance Accruals The Acquired Properties are insured for workers' compensation, property, general liability and other insurance coverage through Caesars Entertainment. See Note 18 — Related Party Transactions for additional information. Entertainment Commitments In July 2013, Planet Hollywood terminated its lease with a third-party in order to retake possession of the larger performance theater space in Planet Hollywood, rebranded as The AXIS at Planet Hollywood Resort & Casino. In connection with that transaction, Planet Hollywood refurbished the theater and entered into a two -year performance agreement with Britney Spears pursuant to which Ms. Spears agreed to perform a total of 136 shows at The AXIS at Planet Hollywood Resort & Casino starting in December 2013. The performance agreement with Ms. Spears contains customary representations, warranties, covenants and agreements and exclusivity and non-compete provisions for similar transactions. Contingent Consideration As part of the preliminary purchase price allocation related to its acquisition of Buffalo Studios in December 2012, Predecessor Growth Partners recorded $5.6 million in contingent consideration which was remeasured at fair value until settlement under ASC 805 , Business Combinations . This contingent consideration was based upon a multiple of EBITDA for the calendar year 2013 in excess of a specified minimum threshold (generally referred to as an "earn-out" payment). This liability falls into Level 3 within the fair value hierarchy and was adjusted to its estimated fair value of $55.6 million as of October 21, 2013. The change of $50.0 million in the estimated value of the contingent consideration between the time the initial estimate was finalized and October 21, 2013 is recorded in the Change in fair value of contingent consideration in the Combined Statements of Operations. A probability approach considering the various estimated calendar 2013 EBITDA levels and related likelihood of achieving those levels, resulting in different values for the earn-out payment was applied in estimating the fair value of this earn-out liability. Harrah's New Orleans Operating Agreement Harrah's New Orleans operates under a casino operating contract with the Louisiana Gaming Control Board, as amended and restated on various occasions. The initial term of the amended casino operating contract expired in July 2014 and automatically renewed for an additional 10 years . As amended, the contract requires Harrah's New Orleans to make minimum annual payments to the Louisiana Gaming Control Board equal to the greater of 21.5% of the annual gross gaming revenues from Harrah's New Orleans or $60.0 million . In addition, Harrah's New Orleans is required to pay an additional percentage of gross gaming revenues equal to (i) 1.5% of gross gaming revenues between $500.0 million and $700.0 million ; (ii) 3.5% for gross gaming revenues between $700.0 million and $800.0 million ; (iii) 5.5% for gross gaming revenues between $800.0 million and $900.0 million ; and (iv) 7.5% for gross gaming revenues in excess of $900.0 million . For the period from January 1 through October 21, 2013 Harrah's New Orleans paid $58.5 million to the Louisiana Gaming Control Board. Management Fees to Related Party See Note 18 — Related Party Transactions for discussion of management fees to related party. Uncertainties Since 2009, Harrah's New Orleans has undergone audits by state and local departments of revenue related to sales taxes on hotel rooms, parking and entertainment complementaries. The periods that have been or are currently being audited are 2004 through 2013. In connection with these audits, certain periods have been paid under protest or are currently in various stages of litigation. Note 13 — Leases Predecessor Growth Partners leases both real estate and equipment used in its operations and classifies those leases as either operating or capital leases for accounting purposes. As of October 21, 2013 , Predecessor Growth Partners had no material capital leases and the remaining lives of its operating leases ranged from one to 84 years with various automatic extensions. Rental expense associated with operating leases is charged to expense in the year incurred. Rental expense for operating leases and other month-to-month cancellable leases are included in Operating expenses in the Combined Statements of Operations and amounted to $30.0 million for the period from January 1 through October 21, 2013 . 132

As of October 21, 2013, Predecessor Growth Partners' future minimum rental commitments under its non-cancellable operating leases were as follows: Non-cancellable operating leases

(In millions) 2013 2014 2015 2016 2017 2018 Thereafter Total future minimum rental commitments

4.1 38.3 45.6 47.3 49.3 50.3 898.2

1,133.1

See Note 18 — Related Party Transactions for discussion of related party lease agreements that are included in the table above. Note 14 — Supplemental Cash Flow Information The increase in cash and cash equivalents due to the changes in working capital accounts were as follows: January 1, 2013 Through October 21, 2013

(In millions) Payable to related parties Accrued expenses Accounts payable Prepayments and other current assets Foreign tax payable Receivables Interest receivable from related party Net change in working capital accounts

30.6 (12.9) 0.9 0.7 (10.5) 7.9 (9.4)

7.3

The following table reconciles Interest expense, net of interest capitalized, per the Combined Statements of Operations, to cash paid for interest: January 1, 2013 Through October 21, 2013

(In millions) Interest expense, net of interest capitalized

Adjustments to reconcile to cash paid for interest: Net change in accruals Equitized intercompany loan interest Prepaid bond interest Net amortization of debt discounts and debt issuance costs Capitalized interest

61.0 (2.3) (8.1) (0.2) (19.5) 6.0

Cash paid for interest

36.9

Cash payments for income taxes, net

24.2

Non-cash investing activities during the period from January 1 through October 21, 2013 included $43.5 million of purchases classified as Land, property and equipment, net which had corresponding liabilities in Accounts Payable in the Combined Balance Sheets as of October 21, 2013 . Note 15 — Stock-based Compensation and Employee Benefit Plans A number of employee benefit programs are established for purposes of attracting, retaining, and motivating employees. The following is a description of the basic components of these programs as of October 21, 2013 . 133

Stock-based Compensation Plans Caesars Entertainment grants stock-based compensation awards in Caesars Entertainment common stock to certain employees that work for the management companies of Predecessor Growth Partners under the Caesars 2012 Performance Incentive Plan. Caesars Entertainment's allocated expense associated with Predecessor Growth Partners' stock-based awards for the period from January 1 through October 21, 2013 was not considered material to the combined financial statements. Caesars Interactive grants stock-based compensation awards in Caesars Interactive common stock to its employees and service providers in accordance with Caesars Interactive Entertainment, Inc. Amended and Restated Management Equity Incentive Plan (the "Plan"), which is intended to promote the interests of Caesars Interactive and its shareholders by providing key employees, directors, service providers and consultants with an incentive to encourage their continued employment or service and improve the growth and profitability of Caesars Interactive. The following is a description of the components of these programs under the Plan as of October 21, 2013 : Stock options and warrants Time-based stock options have been granted to Caesars Interactive employees and non-employees, and time-based warrants have been granted to non-employees. Historically, both the options and warrants were generally subject to a five -year vesting period; vesting 20% per year on each anniversary of its effective date, until 100% of the options or warrants are fully vested and exercisable. Vesting is subject to the participant's continued employment or service for non-employees, through the applicable vesting date. On September 30, 2013 and October 10, 2013, certain key Caesars Interactive employees and non-employees were granted time-based stock options which vest ratably over a period of either five or seven years. Certain Caesars Interactive employees have been granted Caesars Interactive stock options, and one service provider has been granted a warrant to purchase common stock of Caesars Entertainment, with vesting conditions associated with the legalization and implementation of online gaming in the U.S. These stock options and warrants vest based on conditions other than market, performance or service conditions and therefore have been recorded as liability-classified instruments and are measured at their fair value at each reporting date for accounting purposes. Predecessor Growth Partners is recognizing the stock compensation expense associated with these awards over the 10 year contractual life of each of the awards. All warrants to Caesars Interactive non-employees and the majority of the stock options to employees and non-employees contain a call option, at a fixed amount, which is exercisable by Caesars Interactive. Since the embedded call feature is at a fixed price, the call feature could potentially result in a repurchase amount that is less than the fair value of the underlying shares. Therefore, these options and warrants are liability-classified instruments and are measured at fair value at each reporting date for accounting purposes. Options without this call provision are equity-classified instruments and are measured at their fair value at the date of grant for accounting purposes. All unexercised options and warrants expire on the tenth anniversary of the grant date. The Plan was amended and restated during the third quarter of 2013 to, among other things, increase the shares available under the Plan. The following is a summary of Caesars Interactive's stock option and warrant activity for the period from January 1 through October 21, 2013 : Weighted Average Exercise Price

Shares Outstanding at January 1, 2013

12,916

Granted (employee time-based stock options)

6,300

Exercised (employee time-based stock options) Canceled (employee time-based stock options)

1,999.71

Fair Value (1) $

386.18

5,539.98

2,620.48

(365)

1,586.50

82.12

Weighted Average Remaining Contractual Term (years) 7.2

(1,740)

3,408.22

1,228.34

Outstanding at October 21, 2013

17,111

3,202.61

1,129.67

7.5

Vested and expected to vest at October 21, 2013

15,096

3,179.61

1,115.72

7.5

7,580

1,646.04

144.66

5.9

Exercisable at October 21, 2013 _________________________ (1)

Represents the average grant date fair value per option, using a Monte Carlo model.

of CIE's competitor peer group for a period approximating the expected life. Caesars Interactive has no current intention to pay dividends on its common stock. The risk-free interest rate within the expected term was based on the U.S. Treasury yield curve in effect at the time of grant. Valuation assumptions for Caesars Interactive's stock options and warrants for the indicated periods are presented below: January 1, 2013 Through October 21, 2013 Expected range of volatility Expected dividend yield Expected range of term (in years) Risk-free interest rate range

51.1 - 61.3% —% 3.2 - 7.7 0.6 - 2.2%

For the period from January 1 through October 21, 2013 , the compensation cost that has been charged against earnings for stock options and warrants was approximately $5.7 million which was included in Property, general, administrative and other in the Combined Statements of Operations. The total intrinsic value of stock options exercised under the provisions of the Plan for the period from January 1 through October 21, 2013 was $1.2 million . Restricted Shares and Restricted Stock Units Certain key employees of a subsidiary of Caesars Interactive have been granted restricted shares, which vest on the third anniversary of grant as long as the employee remains employed through this anniversary date. Prior to July 25, 2012, certain of the restricted shares contained a call option, at a fixed amount, which was exercisable by Caesars Interactive. Therefore, these restricted shares were liability-classified instruments and were measured at fair value at each reporting date for accounting purposes. This call option was removed from the restricted shares on July 25, 2012 at which time the shares were reclassified to equity classified awards. There was no incremental cost associated with this modification as the modification did not alter the fair value of the underlying award. The liability recognized was reclassified to Additional paid-in capital on the modification date. Restricted shares without this call provision are equity-classified instruments and are measured at their fair value at the date of grant for accounting purposes. On September 30, 2013 and October 10, 2013 certain key Caesars Interactive employees were granted restricted stock units ("RSUs"), which are subject to either a five -year or seven -year vesting period. For RSU awards subject to a seven -year vesting period, 25% of the award vests ratably over four years, 25% vests ratably over five years, 25% vests ratably over six years and 25% vests ratably over seven years. The remaining RSUs granted on September 30, 2013 and October 10, 2013 are subject to a five -year vesting period such that 20% of the awards vest in each year starting with and subsequent to the first anniversary of the grant date. Restricted shares and RSUs are equityclassified instruments and are measured at their fair value at the date of grant for accounting purposes. On June 2, 2013, CIE entered into a binding memorandum of understanding (the "MOU") for the separation of employment of a senior management team member of a subsidiary of CIE. Under the MOU, this individual has agreed to forfeit his unvested options and exercise his vested options, and CIE has agreed to purchase from this individual, at an agreed upon price, the shares he acquires pursuant to the exercise of his options, plus previously owned Management Shares and restricted shares. As a result of the MOU, CGP LLC accounted for the anticipated repurchase of restricted shares as a modification, reclassified the award to a liability from equity, and recorded the award at the agreedupon repurchase price, which approximated fair value at that date. The following is a summary of Caesars Interactive's RSU and restricted share activity for the period from January 1 through October 21, 2013 :

Shares Outstanding (non-vested) at January 1, 2013

Fair Value 2,831

Granted

5,260

Canceled

(25) 8,066

Outstanding (non-vested) at October 21, 2013

905.38

Weighted Average Remaining Contractual Term (years) 2.0

5,470.00 5,470.00 3,867.79

4.5

For the period from January 1 through October 21, 2013 , total compensation expense that was recorded in earnings for restricted shares, including amounts incurred in connection with the resignation of a senior management member, was 135

approximately $7.5 million . This expense is included in Property, general, administrative and other in the Combined Statements of Operations. Management Shares In October 2011, certain key CIE employees purchased common stock of Caesars Interactive Entertainment ("Management Shares"). Management Shares are equityclassified instruments for accounting purposes. In January 2013, CIE offered to purchase a portion of the Management Shares owned by certain members of CIE management at a price of $5,221 per share. Aggregate consideration paid by Caesars Interactive for all shares purchased in the transaction amounted to $2.7 million . In July 2013, CIE offered to purchase a portion of the Management Shares owned by certain members of CIE management at a price of $5,446 per share. Aggregate consideration paid by Caesars Interactive for all shares purchased in the transaction amounted to $7.2 million . Valuation of Caesars Interactive Common Stock Caesars Interactive determines the value of its common stock in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, valuation of Privately-Held-Company Equity Securities Issued as Compensation (the "Practice Aid"). The valuations of CIE's common stock were performed retrospectively by an internal valuation specialist for valuation dates of March 31, 2012 and earlier. The valuations of CIE's common stock were performed contemporaneously by this same internal valuation specialist for the valuation dates between March 31, 2012 and June 30, 2012. Valuations subsequent to June 30, 2012 were determined with the assistance of a third-party valuation firm. In performing these valuations, the valuation specialists considered the appropriate valuation methodology to use based on the stage of development of CIE at each valuation date, in accordance with the Practice Aid. The valuation specialists considered a number of significant valuation events including, but not limited to, voluntary redemptions of shares by management shareholders electing to redeem such shares, exercises of options by third-party investors to purchase shares of common stock, recent initial public offerings in the social and mobile gaming segment, independent third-party valuations of the WSOP trade name and exclusive rights to host the WSOP tournaments, and recent acquisitions. Employee Benefits Plans Caesars Entertainment maintains a defined contribution savings and retirement plan in which employees of both CIE and the management companies of the casino properties may participate. The plan, among other things, provides for pretax and after-tax contributions by employees. Under the plan, participating employees may elect to contribute up to 50% of their eligible earnings, provided that participants who are designated as highly compensated will have their contributions limited to ensure the plan does not discriminate in their favor. In April 2012, Caesars Entertainment reinstated a limited employer match. Predecessor Growth Partners' reimbursem*nt for Caesars Entertainment's contribution expense for the period from January 1 through October 21, 2013 was $1.6 million . Caesars Entertainment also maintains deferred compensation plans, stock-option plans, and an executive supplemental savings plan under which certain employees of the management companies of the casino properties may defer a portion of their compensation. The expenses charged by Caesars Entertainment to these entities for employees' participation in these programs are included in Property, general, administrative and other in the Combined Statements of Operations. Certain employees of Caesars Entertainment are covered by union sponsored, collectively bargained, health and welfare multiemployer benefit plans. Predecessor Growth Partners' reimbursem*nt for Caesars Entertainment's contributions and charges for these plans were $21.5 million for the period from January 1 through October 21, 2013 . These expenses are included in Property, general, administrative and other in the Combined Statements of Operations. 136

Note 16 — Property, General, Administrative and Other Property, general, administrative and other expense consisted of the following: January 1, 2013 Through October 21, 2013

(In millions) Payroll costs Corporate allocations Advertising Research and development Rental expense Utilities License, franchise tax and other Stock-based compensation Other Total Property, general, administrative and other

75.4 54.6 45.6 23.1 22.4 21.8 20.9 13.5 55.8

333.1

Note 17 — Segments For financial reporting purposes, Predecessor Growth Partners has two reportable segments: (1) Interactive Entertainment; and (2) Casino Properties and Developments. The Interactive Entertainment segment consists of social and mobile games that are played on various global social and mobile third-party platforms, licensing of the WSOP trade name to third parties for use in social and mobile games and online real money gaming, and the licensing of the WSOP trade name, television rights and sponsorship for WSOP live tournaments. The Interactive Entertainment segment also includes use of the WSOP and Caesars brands for regulated online real money gaming in Nevada, New Jersey, and the United Kingdom. The Casino Properties and Developments segment consists of Predecessor Growth Partners' interests in Planet Hollywood and the Acquired Properties, which consists of hotel, related food, beverage, entertainment, and parking amenities as well as gaming facility operations, and Horseshoe Baltimore. Amounts not aggregated with either the Interactive Entertainment reportable segment or the Casino Properties and Development segment relate to the Investments in notes from related party and related tax impacts, and are reported separately in the Other column in the tables below. Revenue attributed to the reportable segments is as follows: January 1, 2013 Through October 21, 2013

(In millions) Interactive Entertainment Social and mobile games WSOP and online real money gaming

232.3 10.3 242.6

Casino Properties and Developments Casino Food and beverage Rooms Other Less: casino promotional allowances

530.7 162.9 196.0 72.7 (126.7) 835.6 $

Net revenues

137

1,078.2

The following EBITDA information is presented based on the reporting segments:

January 1, 2013 through October 21, 2013 Interactive Entertainment

(In millions) Net (loss)/income

Casino Properties and Developments (0.4)

(Benefit from)/provision for income taxes

32.2

Other $

Total 90.0

121.8

(3.0)

22.5

48.5

68.0

(3.4)

54.7

138.5

189.8

Interest expense, net of interest capitalized

2.2

58.8

Interest income, including related party

—

(Loss)/income before income taxes

Depreciation and amortization EBITDA

13.7 $

12.5

—

66.8 $

180.3

61.0

(138.5)

— $

—

80.5 $

192.8

The following geographical segment information is presented based on the geographical region of each subsidiary's country of domicile: January 1, 2013 Through October 21, 2013

(In millions) Revenues United States Israel Net revenues

906.3 171.9

1,078.2

Note 18 — Related Party Transactions WSOP Trade Name In 2009, Caesars Interactive acquired the WSOP trademarks and associated rights from CEOC for $15.0 million . At the same time, Caesars Interactive entered into a Trademark License Agreement with CEOC, pursuant to which CEOC acquired an exclusive, perpetual, royalty-free license to use the WSOP trademarks in connection with hosting the WSOP tournaments, operating WSOP branded poker rooms and selling certain WSOP branded retail items. This agreement remains in effect indefinitely, unless earlier terminated pursuant to the agreement's terms. In 2011, Caesars Interactive entered into a series of transactions pursuant to which Caesars Interactive effectively repurchased the exclusive rights to host the WSOP tournaments from CEOC for $20.5 million . The 2009 Trademark License Agreement remains in effect with respect to WSOP branded poker rooms and retail items, but the rights to host WSOP tournaments are owned by Caesars Interactive. As part of the 2011 transactions, Caesars Interactive entered into a Trademark License Agreement with CEOC pursuant to which Caesars Interactive granted CEOC the right to host the WSOP tournaments at the Rio Hotel in Las Vegas or at such other property agreed to by the parties, in exchange for a $2.0 million per year fee. Simultaneously, Caesars Interactive entered into a Circuit Event Agreement with CEOC pursuant to which Caesars Interactive granted CEOC the right to host a certain number of WSOP Circuit Events at various properties of CEOC for a price of $75,000 per event. Both agreements are in effect until September 1, 2016, unless earlier terminated pursuant to the agreements' respective terms. Revenues under this agreement associated with the WSOP Circuit Events amounted to $1.3 million for the period from January 1 through October 21, 2013 . Cross Marketing and Trademark License Agreement In 2011, Caesars Interactive entered into a Cross Marketing and Trademark License Agreement with Caesars World, Inc. ("CWI"), Caesars License Company, LLC ("CLC"), Caesars Entertainment and CEOC. In addition to granting Caesars Interactive the exclusive rights to use various brands of Caesars Entertainment in connection with social and mobile games and online real money gaming in exchange for a 3% royalty, this agreement also provides that CEOC will provide certain marketing and promotional activities for Caesars Interactive, including participation in Caesars Entertainment's Total Rewards loyalty program, and Caesars Interactive will provide certain marketing and promotional activities for Caesars Entertainment and CEOC. The agreement also provides for certain revenue share arrangements where Caesars Interactive pays CEOC for customer referrals. This agreement is in effect until December 31, 2026, unless earlier terminated pursuant to the agreement's terms. For the period from January 1 through October 21, 2013 , Caesars Interactive paid $0.5 million pursuant to the terms of the Cross Marketing and Trademark License Agreement. 138

Reimbursem*nt and Consulting Arrangement with Stephenson Management Inc. Stephenson Management Inc. ("Stephenson"), a holding company controlled by Caesars Interactive's Chief Executive Officer, Mitch Garber, was the owner of a private aircraft. When Mr. Garber traveled for a business purpose for Caesars Interactive, Stephenson assumed all of the operating expenses of the aircraft, and Caesars Interactive reimbursed Stephenson for the approximate cost of the prevailing price of a commercial airline ticket for Mr. Garber and any other employee or business related passenger on the flight. In addition, CEOC and Stephenson were parties to a Consulting Agreement, dated as of January 26, 2009, pursuant to which Stephenson provided consulting services to CEOC in respect of online and other assets controlled by CEOC. Stephenson was paid in Canadian Dollars (CAD) $20,350 each calendar month, which consisted of $15,000 converted at a fixed exchange rate of CAD $1.18 to $1.00 and a gross up to cover the required Canadian Goods and Services Tax and the required Provincial Sales Tax in Canada. The reimbursem*nt of Stephenson ceased during the year ended December 31, 2012. Cash Activity with Affiliates Prior to the May 2014 purchase of these properties by CGPH, Harrah's New Orleans, Bally's Las Vegas, The Cromwell and The LINQ Hotel & Casino transferred cash in excess of operating requirements and regulatory needs to CEOC on a daily basis. Cash transfers from CEOC to these properties were also made based upon needs to fund daily operations, including accounts payable, payroll and capital expenditures. The net of these transfers is reflected in Net transfers to Caesars Growth Properties Parent, LLC ( the "Parent") and affiliates in the Cash flows from operating activities section of the Combined Statements of Cash Flows and Transactions with parent and affiliates, net in the Combined Statements of Stockholders' Equity. Subsequent to the May 2014 purchase of these properties by CGPH, the transfers of cash in excess of operating requirements and regulatory needs to CEOC and cash transfers from CEOC to fund daily operations no longer occur. Allocation of Centralized Services Prior to the May 2014 transactions described in Note 1 — Description of Business and Summary of Significant Accounting Policies , Harrah's New Orleans, Bally's Las Vegas, The LINQ Hotel & Casino and The Cromwell functioned as part of the larger group of companies owned by CEC and its subsidiaries. Prior to the formation transaction on October 21, 2013, Planet Hollywood, CIE and Horseshoe Baltimore functioned as part of the larger group of companies owned by CEC and its subsidiaries. CEOC performed certain corporate overhead functions for these properties. These functions included, but were not limited to, payroll, accounting, risk management, tax, finance, recordkeeping, financial statement preparation and audit support, legal, treasury functions, regulatory compliance, insurance, information systems, office space and corporate and other centralized services. Costs associated with centralized services have been allocated based on a percentage of revenue, or on another basis (such as headcount), depending upon the nature of the general corporate expense being allocated. Upon the completion of these transactions, Predecessor Growth Partners entered into a management services agreement with CEOC pursuant to which CEOC and its subsidiaries provide certain services to Predecessor Growth Partners and its subsidiaries. The agreement, among other things: •

provides that CEOC and its subsidiaries provide (a) certain corporate services and back office support, including payroll, accounting, risk management, tax, finance, recordkeeping, financial statement preparation and audit support, legal, treasury functions, regulatory compliance, insurance, information systems, office space, corporate and other centralized services and (b) certain advisory and business management services, including developing business strategies, executing financing transactions and structuring acquisitions and joint ventures;

•

allows the parties to modify the terms and conditions of CEOC's performance of any of the services and to request additional services from time to time; and

•

provides for payment of a service fee to CEOC in exchange for the provision of services, plus a margin of 10% .

In addition, the shared service agreements pursuant to which CEOC provides similar services to Planet Hollywood, Harrah's New Orleans, Bally's Las Vegas, The LINQ Hotel & Casino and The Cromwell that were in place prior to the transactions continued to remain in force. Management believes such allocations are reasonable; however, they may not be indicative of the actual expense that would have been incurred had these properties been operating as a separate entity apart from CEOC. Management believes that participating in these consolidated programs is beneficial in comparison to the cost and terms for similar programs that it could negotiate on a stand-alone basis. The cost allocated for these functions is included in operating expenses in the Combined Statements of Operations for the historical periods presented. For the period from January 1 through October 21, 2013 , Predecessor Growth Partners recorded allocated general corporate expenses and directly billed expenses totaling $73.5 million . 139

Management Fees PHW Manager, a wholly-owned subsidiary of CEOC, managed the operations of Planet Hollywood. Fees paid to PHW Manager for such services included a base management fee calculated at 3.0% of adjusted gross operating revenue plus net casino wins, and an incentive fee calculated at 4.5% of EBITDA less the base management fee. For the period from January 1 through October 21, 2013 , the fees were $14.2 million . These fees were included in Management fees to related parties in the Combined Statements of Operations. During the period presented, no management fees were charged to Bally's Las Vegas, The Cromwell, The LINQ Hotel & Casino, Harrah's New Orleans and Horseshoe Baltimore. Use of Bally's, Harrah's, and LINQ Trademarks Bally's Las Vegas and Harrah's New Orleans have historically used the Bally's and Harrah's trademarks, which are owned by CEOC. CEOC has not historically charged a royalty fee for the use of these trademarks, and has not charged fees subsequent to the closing of the transactions described in Note 1 — Description of Business and Summary of Significant Accounting Policies . Accordingly, no such charges were recorded in the Combined Financial Statements. As discussed above, we entered into a management agreement with CEOC in connection with the purchase of The Cromwell, The LINQ Hotel & Casino and Bally's Las Vegas from CEOC (the "Acquired Properties Transaction") and purchase of Harrah's New Orleans from CEOC (the "Harrah's Transaction"), which among other services, includes the use of CEOC-owned trademarks. The LINQ Hotel & Casino uses its trademark, which is owned by CLC, in connection with this agreement. Long-term Debt to Related Party Caesars Interactive had entered into an unsecured credit facility with Caesars Entertainment (the "Credit Facility") whereby Caesars Entertainment provided to Caesars Interactive unsecured intercompany loans as approved by Caesars Entertainment on an individual transaction basis. In connection with the May 2011 purchase of 51% of Playtika, the December 2011 purchase of the remaining 49% interest in Playtika and the December 2012 Buffalo Studios acquisition, Caesars Interactive borrowed $126.4 million for Playtika and $42.0 million for Buffalo Studios under the Credit Facility. The outstanding CIE balance on the Credit Facility as December 31, 2012, was $46.8 million . No principal payments were required under the Credit Facility until its maturity date of November 29, 2016. The unsecured intercompany loans bore interest on the unpaid principal amounts at a rate per annum equal to LIBOR plus 5% . For the period from January 1 through October 21, 2013 , CIE recorded $1.8 million of interest expense associated with this debt, respectively. The Credit Facility does not have any restrictive or affirmative covenants. During the first three months of 2013, CIE made principal payments on the Credit Facility aggregating $7.0 million , which was paid from sources that existed as of December 31, 2012. Investments in Notes and Interest Receivable from Related Party Predecessor Growth Partners' investments in notes from related party consist solely of senior notes previously issued by CEOC which were acquired by Caesars Entertainment in transactions unrelated to the Transactions. For the notes due February 1, 2018, CEOC has the option, and has elected to exercise such option, to pay interest on the notes with additional notes due February 1, 2018, rather than paying such interest in cash. To the extent CEOC elects to pay the interest "in-kind," the interest to be paid accrues at a premium of 75 basis points over the stated interest rate. For the period from January 1 through October 21, 2013 , Predecessor Growth Partners received interest in the form of additional notes due February 1, 2018 and recognized interest income of approximately $0.3 million . Predecessor Growth Partners evaluates whether securities in an unrealized loss position could potentially be other-than-temporarily impaired. Predecessor Growth Partners has concluded that the fair values of the securities were not other-than-temporarily impaired as of December 31, 2012. This conclusion is derived from CEOC's continued satisfaction of the securities' obligations in accordance with their contractual terms along with the expectation that CEOC will continue to do so. Also contributing to this conclusion are: the determination that it is more likely than not that Predecessor Growth Partners will not be required to sell these securities prior to recovery, an assessment of CEOC's financial condition, and other objective evidence. For the period from January 1 through October 21, 2013 , interest income from related parties included $54.6 million of income based on the stated interest rate, $83.6 million of accretion of discount and the aforementioned $0.3 million of interest income related to the paid-in-kind notes. Rock Gaming, LLC Rock Gaming held approximately 4.9% of Caesars Interactive's outstanding common stock at December 31, 2012. Predecessor Growth Partners entered into an agreement with Rock Gaming to develop an entertainment facility in the City of Baltimore (see Note 3 — Development and Acquisition Activity ) and Predecessor Growth Partners issued convertible 140

notes to Rock Gaming that were converted into approximately 8,913 shares of Caesars Interactive common stock in November 2014. The Cromwell and Harrah's New Orleans Promissory Notes In November 2013, Cromwell entered into a $15.5 million unsecured promissory note, payable to Caesars Entertainment, bearing interest at 11% . Interest was to be accrued semi - annually in June and December. There were no financial covenants required under the note . In December 2002, Harrah's New Orleans entered into a $123.7 million unsecured promissory note, payable on demand to CEOC bearing interest at 8% with no scheduled repayment terms. There were no financial covenants required under the note. Any amount of principal and interest not paid when due shall bear additional interest at 2% . Accrued interest was settled on a monthly basis with charges to Transactions with parents and affiliates, net. Lease Agreements On April 25, 2011, The LINQ Hotel & Casino entered into an agreement pursuant to which it will lease a land parcel from Caesars LINQ LLC ("The LINQ"), an indirect wholly owned subsidiary of Caesars Entertainment, under an operating lease with an expiration date of April 25, 2026. The land parcel is used by The LINQ Hotel & Casino for gaming and other space. Pursuant to the terms of the agreement, The LINQ Hotel & Casino is required to pay The LINQ rent equal to approximately $1.3 million per month beginning on January 1, 2014. Note 19 — Quarterly Results of Operations (Unaudited)

(In millions)

First Quarter

Second Quarter

October 1 Through October 21, 2013

Third Quarter

2013 Net revenues

336.6

Income from operations

332.9

325.8

82.9

2.6

51.6

46.0

12.3

Net income

16.7

52.7

46.8

5.6

Net income attributable to Predecessor Growth Partners

18.5

52.1

50.5

5.8

141

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures (a) Disclosure Controls and Procedures We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our CEO and Executive Vice President and CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) at December 31, 2015 . Based on these evaluations, our CEO and CFO concluded that our disclosure controls and procedures required by paragraph (b) of Rules 13a-15 or 15d-15 were effective as of December 31, 2015 at a reasonable assurance level. (b) Management's Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. GAAP. Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, misstatements due to error or fraud may not be prevented or detected on a timely basis. Our management performed an assessment of the effectiveness of our internal control over financial reporting at December 31, 2015 , utilizing the criteria discussed in the “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. The objective of this assessment was to determine whether our internal control over financial reporting was effective at December 31, 2015 . Based on management's assessment, we have concluded that our internal control over financial reporting was effective at December 31, 2015 . (c) Changes in Internal Control over Financial Reporting Except for the remediation of the previously identified material weakness, discussed below, there were no other changes in internal control over financial reporting during the three month period ending December 31, 2015 that materially affect or are reasonably likely to materially affect the Company's internal control over financial reporting. (d) Remediation of Material Weakness As discussed in our 2014 Form 10-K, our management concluded that our internal control over financial reporting was not effective as of December 31, 2014 as a result of a material weakness related to the internal control over the effectiveness of our risk assessment, design and implementation of control activities, monitoring activities, and quality of information, excluding gaming activities (e.g., gaming revenue, cash on hand) and CGP LLC's interactive businesses. Management identified the following measures to strengthen our internal control over financial reporting and to address the material weakness. We began implementing certain of these measures in the second quarter of 2014 and continued to develop remediation plans and implemented additional measures throughout the remainder of the year and throughout 2015, including: •

Reviewing the accounting and financial assurance organizations to ensure an appropriate organization and skills to sustain the remedial actions. This includes performing training to enhance knowledge and skills of the finance team and hiring of additional skilled resources, as appropriate.

•

Enhancing the Company's internal control over financial reporting monitoring program including an enhanced documented risk assessment process to identify the appropriate in scope balances and related controls, computer systems, and applications.

•

Performing a comprehensive review of the Company's accounting processes including controls to ensure the processes and controls are adequately designed, clearly documented and appropriately communicated to enhance control ownership throughout the finance organization.

•

Evaluating and designing of controls to address the completeness and accuracy of data used to support key estimations, accounting transactions and disclosures, primarily associated with spreadsheets and other key reports.

•

Implementing new systems and tools to automate manual processes, to document and monitor adherence to standardized processes and controls. 142

•

Reviewing and updating accounting policies to ensure they address the Company's current environment.

Item 9B. Other Information None. 143

PART III Item 10. Directors, Executive Officers, and Corporate Governance We incorporate by reference the information regarding executive officers which is included in Item 1. Business of this report and appearing under the captions "Executive Officers," "Corporate Governance - Section 16(a) Beneficial Ownership Reporting Compliance" and "Corporate Governance - Code of Ethics" in our definitive Proxy Statement for our 2016 Annual Meeting of Stockholders, which we expect to file with the Securities and Exchange Commission on or about March 25, 2016 (the "Proxy Statement"). Item 11. Executive Compensation We incorporate by reference the information appearing under the captions "Executive Compensation" in the Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters We incorporate by reference the information appearing under the caption "Security Ownership of Certain Beneficial Owners and Management" in the Proxy Statement. The information under Part II, Item 5. Market for the Company's Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities of this report is also incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence We incorporate by reference the information appearing under the captions "Certain Relationships and Related Party Transactions" and "Corporate Governance Director Independence" in the Proxy Statement. Item 14. Principal Accountant Fees and Services We incorporate by reference the information appearing under the caption "Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm" in the Proxy Statement. 144

PART IV Item 15. Exhibits, Financial Statement Schedules (a) Documents filed as part of this report 1.

Financial statements of the Company (including related notes to financial statements) filed as part of this report are listed below: •

Report of Independent Registered Public Accounting Firm.

•

Balance Sheets as of December 31, 2015 and 2014 .

•

Statements of Operations and Comprehensive Income for the years ended December 31, 2015 and 2014 and the period from February 25 through December 31, 2013.

•

Statements of Stockholders' Equity for the years ended December 31, 2015 and 2014 and the period from February 25 through December 31, 2013.

•

Statements of Cash Flows for the years ended December 31, 2015 and 2014 and the period from February 25 through December 31, 2013.

Financial statements of the Predecessor Growth Partners (including related notes to financial statements) filed as part of this report are listed below:

•

Report of Independent Registered Public Accounting Firm.

•

Combined Statement of Operations for the period from January 1 through October 21, 2013 .

•

Combined Statement of Comprehensive Income for the period from January 1 through October 21, 2013 .

•

Combined Statement of Stockholders' Equity for the period from January 1 through October 21, 2013 .

•

Combined Statement of Cash Flows for the period from January 1 through October 21, 2013 .

Financial statement schedules of the Company as follows:

•

Schedules I through V are not applicable and have therefore been omitted.

•

Since October 21, 2013, we have had an investment in Caesars Growth Partners, LLC that we account for using the equity method of accounting. The financial statements as of December 31, 2015 and 2014 and for the years ended December 31, 2015 and 2014 and the period from October 22 through December 31, 2013 of Caesars Growth Partners, LLC are filed as Exhibit 99.1 hereto and incorporated herein by reference in this Form 10-K pursuant to Rule 3-09 of Regulation S-X.

Exhibits Incorporated by Reference

Exhibit Number

2.1

Exhibit Description

Filed Herewith

Form

Period Ending

Exhibit

Filing Date

Transaction Agreement, dated March 1, 2014, by and among the Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., Caesars License Company, LLC, Harrah's New Orleans Management Company, Corner Investment Company, LLC, 3535 LV Corp., Parball Corporation, JCC Holding Company II, LLC, Caesars Acquisition Company and Caesars Growth Partners, LLC.

—

8-K

—

2.1

3/3/2014

145

Incorporated by Reference Exhibit Number

Exhibit Description

Filed Herewith

Form

Period Ending

Exhibit

Filing Date

First Amendment to Transaction Agreement, dated May 5, 2014, by and among the Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., Caesars License Company, LLC, Harrah's New Orleans Management Company, Corner Investment Company, LLC, 3535 LV Corp., Parball Corporation, JCC Holding Company II, LLC, Caesars Acquisition Company, Caesars Growth Partners, LLC.

—

8-K

—

2.1

5/6/2014

Agreement and Plan of merger, dated as of December 21, 2014, between Caesars Acquisition Company and Caesars Entertainment Corporation.

—

8-K

—

2.1

12/22/2014

3.1

First Amended and Restated Certificate of Incorporation of Caesars Acquisition Company, dated October 21, 2013.

—

10-Q

9/30/2013

3.1

11/20/2013

3.2

Amended and Restated Bylaws of Caesars Acquisition Company, adopted October 21, 2013.

—

10-Q

9/30/2013

3.2

11/20/2013

4.1

Indenture, dated as of April 17, 2014, among Caesars Growth Properties Holdings, LLC, Caesars Growth Properties Finance, Inc. and U.S. Bank National Association, as trustee, relating to the 9.375% Second-Priority Senior Secured Notes due 2022.

—

8-K

—

4.1

4/17/2014

First Supplemental Indenture, dated as of April 25, 2014, among Caesars Growth Properties Holdings, LLC, Caesars Growth Properties Finance, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee.

Joinder Agreement to Registration Rights Agreement, dated as of April 25, 2014, by and among Caesars Growth Properties Holdings, LLC, Caesars Growth Properties Finance, Inc. and the other parties thereto.

Second Supplemental Indenture, dated as of March 30, 2015, among Caesars Growth Properties Holdings, LLC, Caesars Growth Properties Finance, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee.

Registration Rights Agreement, dated as of April 17, 2014, by and among Caesars Growth Properties Holdings, LLC, Caesars Growth Properties Finance, Inc. and Citigroup Global Markets Inc., as representative of the initial purchasers.

—

8-K

—

4.2

4/17/2014

Amended and Restated Limited Liability Company Agreement of Caesars Growth Partners, LLC, dated as of October 21, 2013.

—

8-K

—

10.2

10/24/2013

2.2

2.3

4.2

4.3

4.4

4.5

10.1

146

Incorporated by Reference Exhibit Number

Filed Herewith

Form

Period Ending

Exhibit

Filing Date

Amended and Restated Caesars Interactive Entertainment, Inc. Management Investor Rights Agreement, dated November 22, 2010.

—

S-1/A

—

10.5

8/12/2013

First Amendment to Amended and Restated Caesars Interactive Entertainment, Inc. Management Investor Rights Agreement, dated as of September 28, 2013.

—

S-1/A

—

10.24

10/4/2013

†10.4

Caesars Interactive Entertainment, Inc. Liquidity Plan.

—

8-K

—

10.1

2/14/2014

†10.5

Form of Indemnification Agreement between Caesars Acquisition Company and its directors and officers.

—

S-1/A

—

10.14

10/11/2013

†10.6

Caesars Acquisition Company 2014 Performance Incentive Plan.

—

8-K

—

10.1

4/16/2014

†10.7

Form Nonqualified Option Award Agreement under the Caesars Acquisition Company 2014 Performance Incentive Plan.

—

8-K

—

10.2

4/16/2014

†10.8

Form Restricted Stock Award Agreement under the Caesars Acquisition Company 2014 Performance Incentive Plan.

—

8-K

—

10.3

4/16/2014

†10.9

Form Restricted Stock Unit Award Agreement under the Caesars Acquisition Company 2014 Performance Incentive Plan.

—

8-K

—

10.4

4/16/2014

†10.10

Caesars Interactive Entertainment, Inc. Amended and Restated Management Equity Incentive Plan, dated October 16, 2015.

—

8-K

—

10.1

10/23/2015

†10.11

Caesars Interactive Entertainment, Inc. Form of Performance Stock Option Agreement.

—

8-K

—

10.2

10/23/2015

†10.12

Caesars Interactive Entertainment, Inc. Form of Restricted Stock Unit Award Agreement.

†10.13

Employment Agreement, dated August 12, 2012, between Caesars Interactive Entertainment, Inc. and Mitch Garber.

—

10-K

12/31/2013

10.6

3/28/2014

†10.14

Employment Agreement, dated as of June 15, 2012, between Caesars Interactive Entertainment, Inc. and Craig Abrahams.

—

S-1/A

—

10.2

8/12/2013

†10.15

Employment Agreement, dated as of April 4, 2014, by and between Caesars Interactive Entertainment, Inc. and Michael D. Cohen.

—

10-K

12/31/2014

10.13

3/16/2015

Shared Services Agreement, dated as of May 1, 2009, among Caesars Entertainment Operating Company, Inc., Caesars Interactive Entertainment, Inc. and HIE Holdings, Inc.

—

S-1/A

—

10.6

8/12/2013

10.2

10.3

10.16

Exhibit Description

147

Incorporated by Reference Exhibit Number

Exhibit Description

Filed Herewith

Form

Period Ending

Exhibit

Filing Date

Cross Marketing and Trademark License Agreement, dated as of September 29, 2011, among Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., certain other licensors party thereto and Caesars Interactive Entertainment, Inc.

—

S-1/A

—

10.7

8/12/2013

†10.18

Management Agreement, dated as of February 19, 2010, between PHW Las Vegas LLC and PHW Manager, LLC.

—

S-1/A

—

10.9

8/12/2013

10.19

Second Amended Credit Agreement, dated November 29, 2011, between Caesars Interactive Entertainment, Inc. and Caesars Entertainment Corporation.

—

S-1/A

—

10.12

8/12/2013

Transaction Agreement, dated as of October 21, 2013, among Caesars Acquisition Company, Caesars Growth Partners, LLC, Caesars Entertainment Corporation, HIE Holdings, Inc., Harrah's BC, Inc., PHW Las Vegas, LLC, PHW Manager, LLC, Caesars Baltimore Acquisition Company, LLC and Caesars Baltimore Management Company, LLC.

—

8-K

—

10.1

10/24/2013

Credit Agreement, dated as of July 2, 2013, by and among CBAC Borrower, LLC, the lenders party thereto from time to time and Wells Fargo Gaming Capital, LLC, as administrative agent and collateral agent.

—

S-1/A

—

10.15

8/12/2013

Credit Agreement, dated as of July 2, 2013, by and among CBAC Borrower, LLC, the lenders party hereto from time to time, Deutsche Bank AG New York Branch, as administrative agent for the lenders, and Deutsche Bank Trust Company Americas, as collateral agent for the lenders, and other parties party thereto.

—

S-1/A

—

10.24

8/12/2013

Adoption Agreement, dated as of March 30, 2012, among Rock Gaming Interactive LLC, Caesars Interactive Entertainment, Inc., HIE Holdings, Inc. and Caesars Entertainment Corporation.

—

S-1/A

—

10.16

8/12/2013

Trademark License Agreement, dated as of September 1, 2011, by and between Caesars Interactive Entertainment, Inc. and Caesars Entertainment Corporation.

—

S-1/A

—

10.18

8/12/2013

Trademark Sublicense Agreement, dated as of September 1, 2011, by and between Caesars Tournament, LLC and Caesars Entertainment Corporation.

—

S-1/A

—

10.19

8/12/2013

10.17

10.20

10.21

10.22

10.23

10.24

10.25

148

Incorporated by Reference Exhibit Number

†10.26

10.27

†10.28

†10.29

†10.30

†10.31

†10.32

Exhibit Description

Filed Herewith

Form

Period Ending

Exhibit

Filing Date

—

10-K

12/31/2014

10.24

3/16/2015

—

10-K

12/31/2014

10.25

3/16/2015

Management Services Agreement, dated as of October 21, 2013, among Caesars Acquisition Company, Caesars Growth Partners, LLC and Caesars Entertainment Operating Company, Inc.

—

8-K

—

10.3

10/24/2013

Management Agreement, dated May 5, 2014, by and between The Quad Manager, LLC, 3535 LV NewCo, LLC, and solely for purposes of Article VII and Sections 16.1.2, 17.5.5, 17.7.3, 17.7.4, 17.7.5, 18.3 and 19.2, Caesars License Company, LLC.

—

8-K

—

10.2

5/6/2014

Management Agreement, dated May 5, 2014, by and between Cromwell Manager, LLC, Corner Investment Company, LLC, and solely for purposes of Article VII and Sections 16.1.2, 17.5.5, 17.7.3, 17.7.4, 17.7.5, 18.3 and 19.2, Caesars License Company, LLC.

—

8-K

—

10.1

5/6/2014

Management Agreement, dated May 5, 2014, by and between Bally's Las Vegas Manager, LLC, Parball NewCo, LLC, and solely for purposes of Article VII and Sections 16.1.2, 17.5.5, 17.7.3, 17.7.4, 17.7.5, 18.3 and 19.2, Caesars License Company, LLC.

—

8-K

—

10.3

5/6/2014

Management Agreement, dated as of May 20, 2014, by and between Harrah's New Orleans Management Company, Jazz Casino Company, L.L.C., and solely for purposes of Article VII and Sections 16.1.2, 17.5.5, 17.7.3, 17.7.4, 17.7.5, 18.3 and 19.2, Caesars License Company, LLC.

—

8-K

—

10.1

5/21/2014

Management Agreement, dated as of October 23, 2012, made and entered into by and between CBAC Gaming, LLC, a Delaware limited liability company, or its successors and permitted assigns and Caesars Baltimore Management Company, LLC, a Delaware limited liability company. Omnibus Amendment, dated September 30, 2013, by and among CR Baltimore Holdings, LLC, a Delaware limited liability company, CBAC Gaming, LLC, a Delaware limited liability company, CBAC Borrower, LLC, a Delaware limited liability company, and Caesars Baltimore Management Company, LLC, a Delaware limited liability company, CVPR Gaming Holdings, LLC, a Maryland limited liability company, STRON-MD Limited Partnership, a Delaware limited partnership and PRT Two LLC, a Maryland limited liability company.

149

Incorporated by Reference Exhibit Number

10.33

10.34

10.35

10.36

10.37

10.38

10.39

10.40

10.41

Exhibit Description

Filed Herewith

Form

Period Ending

Exhibit

Filing Date

Omnibus License and Enterprise Services Agreement, dated as of May 20, 2014, by and among Caesars Enterprise Services, LLC, Caesars Entertainment Operating Company, Inc., Caesars Entertainment Resort Properties LLC and Caesars Growth Properties Holdings, LLC.

—

8-K

—

2.1

5/21/2014

Registration Rights Agreement, dated as of October 21, 2013, among Caesars Acquisition Company, Caesars Growth Partners, LLC and certain subsidiaries of Caesars Entertainment Corporation.

—

8-K

—

10.4

10/24/2013

Registration Rights Agreement, dated as of October 21, 2013, between Caesars Entertainment Corporation and Caesars Acquisition Company.

—

8-K

—

10.5

10/24/2013

Registration Rights and Cooperation Agreement by and between Caesars Acquisition Company and Caesars Entertainment Operating Company, Inc., dated as of August 6, 2014.

—

8-K

—

10.1

8/7/2014

Note Purchase Agreement, dated May 5, 2014, by and among Caesars Entertainment Operating Company, Inc., Caesars Growth Partners, LLC and Caesars Growth Bonds, LLC.

—

8-K

—

10.5

5/6/2014

Credit Agreement, dated November 2, 2012, by and among Caesars Entertainment Corporation, Corner Investment Propco, LLC, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent.

—

8-K

—

10.6

5/6/2014

Irrevocable Proxy, dated October 21, 2013, among Apollo Hamlet Holdings, LLC, Apollo Hamlet Holdings B, LLC, TPG Hamlet Holdings, LLC, TPG Hamlet Holdings B, LLC, CoInvest Hamlet Holdings, Series LLC and Co-Invest Hamlet Holdings B, LLC.

—

10-K

12/31/2013

10.24

3/28/2014

Omnibus Voting Agreement, dated as of October 21, 2013, among Apollo Hamlet Holdings, LLC, Apollo Hamlet Holdings B, LLC, TPG Hamlet Holdings, LLC, TPG Hamlet Holdings B, LLC, Co-Invest Hamlet Holdings, Series LLC, Co-Invest Hamlet Holdings B, LLC, Hamlet Holdings LLC, Caesars Entertainment Corporation and Caesars Acquisition Company.

—

8-K

—

10.6

10/24/2013

Tax Matters Agreement, dated as of October 21, 2013, by and among Caesars Entertainment Corporation, a Delaware corporation, and Caesars Interactive Entertainment, Inc., a Delaware corporation, and all of its direct and indirect subsidiaries.

—

10-Q

9/30/2013

10.9

11/20/2013

150

Incorporated by Reference Exhibit Number

Exhibit Description

Filed Herewith

Form

Period Ending

Exhibit

Filing Date

First Lien Credit Agreement, dated as of May 8, 2014, among Caesars Growth Properties Parent, LLC ("Parent"), the Borrower, the lenders party thereto, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, and Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc.,UBS Securities LLC, J.P Morgan Securities LLC, Morgan Stanley & Co. LLC, Macquarie Capital (USA) Inc. and Nomura Securities International, Inc., as Co-Lead Arrangers and Bookrunners.

—

8-K

—

10.2

5/9/2014

Second Lien Intercreditor Agreement, dated as of May 20, 2014, by and among Credit Suisse AG, Cayman Islands Branch, as credit agreement agent and U.S. Bank National Association, second priority agent.

—

8-K

—

10.2

5/21/2014

Collateral Agreement (First Lien), dated as of May 20, 2014, by and among Caesars Growth Properties Holdings, LLC, as borrower, Caesars Growth Properties Finance, Inc., PHWLV, LLC, TSP Owner LLC, Caesars Growth Cromwell, LLC, Caesars Growth Quad, LLC, 3535 LV NewCo, LLC, Caesars Growth Bally's LV, LLC, FHR NewCo, LLC, LVH NewCo, LLC, Flamingo-Laughlin NewCo, LLC, Parball NewCo, LLC, Caesars Growth Harrah's New Orleans, LLC, Jazz Casino Company, L.L.C., JCC Holding Company II LLC, Caesars Growth PH Fee, LLC, Caesars Growth PH, LLC and JCC Fulton Development, L.L.C. as subsidiary parties, and Credit Suisse AG, Cayman Islands Branch, as collateral agent.

—

8-K

—

10.3

5/21/2014

Collateral Agreement (Second Lien), dated as of May 20, 2014, by and among Caesars Growth Properties Holdings, LLC and Caesars Growth Properties Finance, Inc., as issuers, PHWLV, LLC, TSP Owner LLC, Caesars Growth Cromwell, LLC, Caesars Growth Quad, LLC, 3535 LV NewCo, LLC, Caesars Growth Bally's LV, LLC, FHR NewCo, LLC, LVH NewCo, LLC, Flamingo-Laughlin NewCo, LLC, Parball NewCo, LLC, Caesars Growth Harrah's New Orleans, LLC, Jazz Casino Company, L.L.C., JCC Holding Company II LLC, Caesars Growth PH Fee, LLC, Caesars Growth PH, LLC and JCC Fulton Development, L.L.C. as subsidiary parties, and U.S. Bank National Association, as collateral agent.

—

8-K

—

10.4

5/21/2014

Code of Business Conduct and Ethics, adopted October 18, 2013.

—

10-K

12/31/2013

3/28/2014

List of Subsidiaries.

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

10.42

10.43

10.44

10.45

31.1

151

Incorporated by Reference Exhibit Number

Exhibit Description

Filed Herewith

31.2

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1

Consolidated financial statements of Caesars Growth Partners, LLC as of December 31, 2015 and 2014; and for the years ended December 31, 2015, 2014 and the period from October 22, 2013 through December 31, 2013.

99.2

Gaming Regulation Overview.

*101

The following financial statements from the Company's Form 10-K for the year ended December 31, 2015, formatted in XBRL: (i) Balance Sheets, (ii) Statements of Operations, (iii) Statements of Comprehensive Income, (iv) Statements of Stockholders' Equity, (v) Statements of Cash Flows, (vi) Notes to Financial Statements.

*Furnished herewith. †Denotes a management contract or compensatory plan or arrangement.

152

Form

Period Ending

Exhibit

Filing Date

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CAESARS ACQUISITION COMPANY February 26, 2016

By:

/S/

MITCH GARBER

Mitch Garber, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. Signature

Title

Date

/s/ MITCH GARBER

President and Chief Executive Officer

Mitch Garber

(Principal Executive Officer)

/s/ CRAIG ABRAHAMS

Chief Financial Officer

Craig Abrahams

(Principal Financial Officer)

/s/ TROY J. VANKE

Chief Accounting Officer

Troy J. Vanke

(Principal Accounting Officer)

/s/ MARC BEILINSON

Director

February 26, 2016

Marc Beilinson /s/ PHILIP ERLANGER

February 26, 2016 Director

Philip Erlanger /s/ DHIREN FONSECA

February 26, 2016 Director

Dhiren Fonseca /s/ DON KORNSTEIN

February 26, 2016 Director

Don Kornstein /s/ KARL PETERSON

February 26, 2016 Director

Karl Peterson

/s/ MARC ROWAN

February 26, 2016 Director

Marc Rowan

/s/ DAVID SAMBUR

February 26, 2016 Director

David Sambur

February 26, 2016

153

Exhibit 4.2

SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”) dated as of April 25, 2014, by and among each of the undersigned subsidiary guarantors (the “ Subsidiary Guarantors ”), each a subsidiary of Caesars Growth Properties Holdings, LLC (or its successor), CAESARS GROWTH PROPERTIES HOLDINGS, LLC, a Delaware limited liability company, and CAESARS GROWTH PROPERTIES FINANCE, INC., a Delaware corporation (together, the “ Issuers ”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “ Trustee ”). WITNESSETH: WHEREAS the Issuers have heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “ Indenture ”) dated as of April 17, 2014, providing for the issuance of the Issuers’ 9.375% Second-Priority Senior Secured Notes due 2022 (the “ Notes ”), initially in the aggregate principal amount of $675,000,000; WHEREAS Section 4.11 of the Indenture provides that under certain circ*mstances the Issuers are required to cause the Subsidiary Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the Subsidiary Guarantors shall unconditionally guarantee all the Issuers’ Obligations under the Notes and the Indenture pursuant to a Note Guarantee on the terms and conditions set forth herein; and WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Issuers and the Subsidiary Guarantors, if any, are authorized to execute and deliver this Supplemental Indenture; NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Subsidiary Guarantors, the Issuers, and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows: 1. Defined Terms . As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “ holders ” in this Supplemental Indenture shall refer to the term “ holders ” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders. The words “ herein ,” “ hereof ” and “ hereby ” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2. Agreement to Guarantee . The Subsidiary Guarantors hereby agree, jointly and severally with all existing guarantors (if any), to unconditionally guarantee the Issuers’ Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a guarantor under the Indenture. 3.

Notices . All notices or other communications to the Subsidiary Guarantors shall be given as provided in Section 13.02 of

the Indenture. 4. Ratification of Indenture; Supplemental Indentures Part of Indenture . Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 5. Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 6. Trustee Makes No Representation . The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 7. Counterparts . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 8.

Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction thereof. [Signature Pages Follow]

IN WITNESS WHEREOF , the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. CAESARS GROWTH PROPERTIES HOLDINGS, LLC CAESARS GROWTH PROPERTIES FINANCE, INC. By:_ /s/ Craig Abrahams ________________ Name: Craig Abrahams Title: Chief Financial Officer and Secretary

[Signature Page to Supplemental Indenture]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. SUBSIDIARY GUARANTORS: PHWLV, LLC TSP OWNER LLC CAESARS GROWTH CROMWELL, LLC CAESARS GROWTH QUAD, LLC 3535 LV NEWCO, LLC CAESARS GROWTH BALLY’S LV, LLC FHR NEWCO, LLC LVH NEWCO, LLC FLAMINGO-LAUGHLIN NEWCO, LLC PARBALL NEWCO, LLC CAESARS GROWTH HARRAH’S NEW ORLEANS, LLC By: /s/ Craig Abrahams_________________ Name: Craig Abrahams Title: Chief Financial Officer and/or Secretary

[Signature Page to Supplemental Indenture]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. SUBSIDIARY GUARANTORS: CAESARS GROWTH PH FEE, LLC CAESARS GROWTH PH, LLC By: Caesars Growth Properties Holdings, LLC its sole member By: Caesars Growth Properties Parent, LLC its sole member By: Caesars Growth Partners, LLC its sole member By: Caesars Acquisition Company its managing member By: /s/ Craig Abrahams________________ Name: Craig Abrahams Title: Chief Financial Officer

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

[Signature Page to Supplemental Indenture]

SUBSIDIARY GUARANTORS: JAZZ CASINO COMPANY, L.L.C. JCC HOLDING COMPANY II LLC By: /s/ Diane Wilfong____________ Name: Diane Wilfong Title: Assistant Secretary

JCC FULTON DEVELOPMENT, L.L.C. By: JCC Holding Company II LLC its sole member By: /s/ Diane Wilfong___________ Name: Diane Wilfong Title: Assistant Secretary

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

[Signature Page to Supplemental Indenture]

U.S. BANK NATIONAL ASSOCIATION, as Trustee By:_ /s/ Raymond S. Haverstock ____ Name: Raymond S. Haverstock Title: Vice President

[Signature Page to Supplemental Indenture]

Exhibit 4.3

JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT APRIL 25, 2014 Reference is hereby made to the Registration Rights Agreement, dated as of April 17, 2014 (the “ Registration Rights Agreement ”), by and among Caesars Growth Properties Holdings, LLC, a Delaware limited liability company (the “ Company ”), Caesars Growth Properties Finance, Inc., a Delaware corporation (“ Finance ” and, together with the Company, the “ Issuers ”), Citigroup Global Markets Inc., as representative of the Initial Purchasers, concerning the registration rights relating to the Issuers’ $675,000,000 aggregate principal amount of their 9.375% Second-Priority Senior Secured Notes due 2022 (the “ Securities ”). Unless otherwise defined herein, terms defined in the Registration Rights Agreement and used herein shall have the respective meanings given to them in the Registration Rights Agreement. 1. Joinder of the Guarantors . The subsidiaries of the Company party hereto (the “ Subsidiary Guarantors ”) hereby agree to become bound by the terms, conditions and other provisions of the Registration Rights Agreement with all attendant rights, duties and obligations stated therein, with the same force and effect as if each was originally named as a “Subsidiary Guarantor” therein and as if each such party executed the Registration Rights Agreement on the date thereof. 2. Representations and Warranties and Agreements of the Subsidiary Guarantors . Each of the undersigned hereby represents and warrants to and agrees with the Initial Purchasers that it has all the requisite corporate or limited liability company power and authority, as the case may be, to execute, deliver and perform its obligations under this Joinder Agreement and to consummate the transactions contemplated hereby and under the Registration Rights Agreement and that when this Joinder Agreement is executed and delivered, it will constitute a valid and legally binding agreement enforceable against each of the undersigned in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. 3.

Governing Law . This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of

New York. 4. Counterparts . This Joinder Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 5. Amendments . No amendment or waiver of any provision of this Joinder Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

6. Headings . The headings in this Joinder Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. [Signature Pages Follow] [Signature Page to Registration Rights Agreement Joinder]

IN WITNESS WHEREOF, the undersigned have executed this Joinder Agreement as of the date first set forth above.

PHWLV, LLC TSP OWNER LLC CAESARS GROWTH CROMWELL, LLC CAESARS GROWTH QUAD, LLC 3535 LV NEWCO, LLC CAESARS GROWTH BALLY’S LV, LLC FHR NEWCO, LLC LVH NEWCO, LLC FLAMINGO-LAUGHLIN NEWCO, LLC PARBALL NEWCO, LLC CAESARS GROWTH HARRAH’S NEW ORLEANS, LLC By: /s/ Craig Abrahams_______________ Name: Craig Abrahams Title: Chief Financial Officer and/or Secretary

[Signature Page to Registration Rights Agreement Joinder]

IN WITNESS WHEREOF, the undersigned have executed this Joinder Agreement as of the date first set forth above. CAESARS GROWTH PH FEE, LLC CAESARS GROWTH PH, LLC By: Caesars Growth Properties Holdings, LLC its sole member By: Caesars Growth Properties Parent, LLC its sole member By: Caesars Growth Partners, LLC its sole member By: Caesars Acquisition Company its managing member By: /s/ Craig Abrahams______________ Name: Craig Abrahams Title: Chief Financial Officer

[Signature Page to Registration Rights Agreement Joinder]

IN WITNESS WHEREOF, the undersigned have executed this Joinder Agreement as of the date first set forth above.

JAZZ CASINO COMPANY, L.L.C. JCC HOLDING COMPANY II LLC By: /s/ Diane Wilfong____________ Name: Diane Wilfong Title: Assistant Secretary

JCC FULTON DEVELOPMENT, L.L.C. By: JCC Holding Company II LLC its sole member By: /s/ Diane Wilfong___________ Name: Diane Wilfong Title: Assistant Secretary

[Signature Page to Registration Rights Agreement Joinder]

Exhibit 4.4 SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”) dated as of March 30, 2015, among CAESARS GROWTH LAUNDRY, LLC, a Delaware limited liability company, and LAUNDRY NEWCO, LLC, a Delaware limited liability company (together, the “ New Guarantors ”), each a subsidiary of Caesars Growth Properties Holdings, LLC (or its successor), CAESARS GROWTH PROPERTIES HOLDINGS, LLC, a Delaware limited liability company, and CAESARS GROWTH PROPERTIES FINANCE, INC., a Delaware corporation (together, the “ Issuers ”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “ Trustee ”). WITNESSETH: WHEREAS the Issuers have heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “ Indenture ”) dated as of April 17, 2014, providing for the issuance of the Issuers’ 9.375% Second-Priority Senior Secured Notes due 2022 (the “ Notes ”), initially in the aggregate principal amount of $675,000,000; WHEREAS Section 4.11 of the Indenture provides that under certain circ*mstances the Issuers are required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall unconditionally guarantee all the Issuers’ Obligations under the Notes and the Indenture pursuant to a Note Guarantee on the terms and conditions set forth herein; and WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Issuers and the Subsidiary Guarantors, if any, are authorized to execute and deliver this Supplemental Indenture; NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Issuers, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows: 1. Defined Terms . As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “ holders ” in this Supplemental Indenture shall refer to the term “ holders ” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders. The words “ herein ,” “ hereof ” and “ hereby ” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2 2. Agreement to Guarantee . The New Guarantors hereby agree, jointly and severally with all existing guarantors (if any), to unconditionally guarantee the Issuers’ Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a guarantor under the Indenture. 3.

Notices . All notices or other communications to the New Guarantors shall be given as provided in Section 13.02 of the

Indenture. 4. Ratification of Indenture; Supplemental Indentures Part of Indenture . Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 5. Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 6. Trustee Makes No Representation . The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 7. Counterparts . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 8.

Effect of Headings . The Section headings herein are for convenience only and shall not effect the construction thereof.

3 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. CAESARS GROWTH PROPERTIES HOLDINGS, LLC By: Caesars Growth Properties Parent, LLC, its sole member By: Caesars Growth Partners, LLC, its sole member By: Caesars Acquisition Company, its managing member CAESARS GROWTH PROPERTIES FINANCE, INC. By:

/s/ Craig Abrahams Name: Craig Abrahams Title: Chief Financial Officer

4 SUBSIDIARY GUARANTORS: CAESARS GROWTH LAUNDRY, LLC By: Caesars Growth Properties Holdings, LLC, its sole member By: Caesars Growth Properties Parent, LLC, its sole member By: Caesars Growth Partners, LLC, its sole member By: Caesars Acquisition Company, its managing member

LAUNDRY NEWCO, LLC By: Caesars Growth Laundry, LLC, its sole member By: Caesars Growth Properties Holdings, LLC, its sole member By: Caesars Growth Properties Parent, LLC, its sole member By: Caesars Growth Partners, LLC, its sole member By: Caesars Acquisition Company, its managing member By:

/s/ Craig Abrahams Name: Craig Abrahams Title: Chief Financial Officer

U.S. BANK NATIONAL ASSOCIATION, as Trustee By:

/s/ Raymond S. Haverstock Name: Raymond S. Haverstock Title: Vice President

Exhibit 10.12 RESTRICTED STOCK UNIT GRANT AGREEMENT THIS AGREEMENT is made as of this _____ day of __________, 20___ (the “ Agreement ”) between Caesars Interactive Entertainment, Inc. (the “ Company ”) and _____________________ (the “ Participant ”). WHEREAS, the Company has adopted and maintains the Caesars Interactive Entertainment, Inc. Amended and Restated Management Equity Incentive Plan (the “ Plan ”) to promote the interests of the Company and its Affiliates and Stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of and provide services for the Company or its Affiliates and to improve the growth and profitability of the Company; and WHEREAS, the Plan provides for the Grant to Participants of Restricted Stock Units. NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows: Grant of Restricted Stock Units . In consideration of Participant’s continued employment with the Company or any Affiliate thereof that employs or retains Participant, and for other good and valuable consideration, and pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to Participant Restricted Stock Units as set forth on the signature page hereto. Grant Date . The Grant Date of the Restricted Stock Units hereby granted is __________, 20___. Distribution of Restricted Stock Units . (a) Shares shall be distributed to Participant (or in the event of Participant’s death, to his or her estate) with respect to Participant’s vested Restricted Stock Units within 30 days following the vesting date of the Restricted Stock Units as specified in this Agreement. (b) All distributions shall be made by the Company in the form of whole Shares. The Company shall either (i) cause a stock certificate or certificates representing the Shares to be issued and registered in the name of Participant, or (ii) cause the Shares to be issued in book entry form with the Shares recorded in the name of Participant in the books and records of the Company’s transfer agent with appropriate notations regarding the restrictions imposed on the Shares pursuant to this Agreement. In lieu of any fractional Share, the Company shall make a cash payment to Participant equal to the Fair Market Value of such fractional Share on the date the Restricted Stock Units are settled pursuant to this Section 3.

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(c) Neither the time nor form of distribution of Common Stock with respect to the Restricted Stock Units may be changed, except as may be permitted by the Committee in accordance with the Plan and Section 409A of the Code and the Treasury Regulations thereunder.

Tax Withholding . (a) The Company shall not be obligated to deliver any certificate representing Shares issuable with respect to the Restricted Stock Units to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the vesting of the Restricted Stock Units, the distribution of the Shares issuable with respect thereto, or any other taxable event related to the Restricted Stock Units (the “ Tax Withholding Obligation ”). (b) Unless Participant elects to satisfy the Tax Withholding Obligation by some other means in accordance with clause (c) below, Participant’s acceptance of the Restricted Stock Units constitutes Participant’s instruction and authorization to the Company to withhold a net number of vested Shares otherwise issuable pursuant to the Restricted Stock Units having a then-current Fair Market Value not exceeding the amount necessary to satisfy the Tax Withholding Obligation of the Company and its Affiliates based on the minimum applicable statutory withholding rates. In the event Participant’s Tax Withholding Obligation will be satisfied under this Section 4(b), then following the date of an Initial Public Offering, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on Participant’s behalf a whole number of shares from those Shares issuable to Participant upon settlement of the Restricted Stock Units as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy Participant’s Tax Withholding Obligation. Participant’s acceptance of the Restricted Stock Units constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described above, including the transactions described in the previous sentence, as applicable. Any Shares to be sold at the Company’s direction through a broker-assisted sale will be sold on the day the Tax Withholding Obligation arises or as soon thereafter as practicable. The Shares may be sold as part of a block trade with other participants of the Plan in which all participants receive an average price. Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed Participant’s Tax Withholding Obligation, the Company agrees to pay such excess in cash to Participant as soon as practicable. Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy Participant’s Tax Withholding Obligation. 2

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(c) At any time not less than five business days before any Tax Withholding Obligation arises, Participant may elect to satisfy the Tax Withholding Obligation by delivering to the Company an amount that the Company determines is sufficient to satisfy the Tax Withholding Obligation in one or more of the forms specified below: (i)

by cash or check made payable to the Company;

(ii)

by the deduction of such amount from other compensation payable to Participant;

(iii) with the consent of the Committee, by requesting that the Company withhold a net number of Shares otherwise deliverable pursuant to this Agreement having a then-current Fair Market Value not exceeding the amount necessary to satisfy the Tax Withholding Obligation of the Company and its Affiliates based on the minimum applicable statutory withholding rates;

with the consent of the Committee, by tendering vested Shares owned by Participant having a then-current Fair Market Value not exceeding the amount necessary to satisfy the Tax Withholding Obligation of the Company and its Affiliates based on the minimum applicable statutory withholding rates; or (iv)

(v)

in any combination of the foregoing.

(d) To the maximum extent permitted by applicable law, the Company further has the authority to deduct or withhold by the deduction of such amount as is necessary to satisfy any Tax Withholding Obligation from other compensation payable to Participant with respect to any taxable event arising from vesting of the Restricted Stock Units or the receipt of the Shares upon settlement of the Restricted Stock Units. Conditions to Issuance of Shares . The Company shall not be required to issue or deliver any Shares upon settlement of the Restricted Stock Units prior to fulfillment of all of the following conditions: (a)

The receipt by the Company of full payment for any Tax Withholding Obligation;

(b)

The execution by Participant of this Agreement and the Management Investor Rights Agreement; and

The lapse of such reasonable period of time following the satisfaction of all other conditions to issuance as the Committee may from time to time establish for reasons of administrative convenience. (c)

Restrictive Legends . 3

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Any Share certificate(s) evidencing the Shares issued hereunder shall be endorsed with the following legend and any other legend(s) that may be required by any applicable federal, state or foreign securities laws or the Management Investor Rights Agreement: (a)

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK UNIT GRANT AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. If the Shares issued hereunder are issued in book entry form, such book entry form shall include a notation setting forth the restrictions described in the above legend. (b) The Company shall not be required: (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement, or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

Vesting of Restricted Stock Units; Acceleration upon Death, Disability or Qualifying Termination . The Restricted Stock Units shall vest as indicated on the signature page to this Agreement or, if earlier, (a) upon the termination of a Participant’s Employment due to Participant’s death or Disability, with respect to such number of Restricted Stock Units that would have vested on the anniversary of the Grant Date of such Restricted Stock Units that immediately follows the date of such termination of Employment, or (b) in the event that a Participant’s Employment is terminated as a result of a Qualifying Termination, with respect to 100% of the then outstanding Restricted Stock Units held by Participant. In the event of Participant’s termination of Employment prior to the vesting of all of the Restricted Stock Units for any reason other than those enumerated in clauses (a) and (b) above, any unvested Restricted Stock Units will terminate automatically without any further action by the Company and be forfeited without further notice and at no cost to the Company. Rights as Stockholder . Neither Participant nor any person claiming under or through Participant shall have any of the rights or privileges of a Stockholder of the Company in respect of any Shares issuable hereunder unless and until certificates representing such Shares (which may be in uncertificated form) have been issued and recorded on the books and records of the Company or its transfer agents or registrars, and delivered to Participant (including through electronic delivery to a brokerage account). After such issuance, recordation and delivery, Participant shall have all the rights of a Stockholder of the Company, including with respect to the right to vote the Shares and 4

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the right to receive any cash or share dividends or other distributions paid to or made with respect to the Shares. Incorporation of Plan . All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of this Agreement, as interpreted by the Committee, shall govern. All capitalized terms used and not defined herein shall have the meaning given to such terms in the Plan. Construction of Agreement . Any provision of this Agreement (or portion thereof) which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this Section, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions thereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable. No waiver of any provision or violation of this Agreement by the Company shall be implied by the Company’s forbearance or failure to take action. Delays or Omissions . No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing. Limitation on Transfer . The Restricted Stock Units shall vest only in Participant or Participant’s Permitted Transferee(s), as determined in accordance with the terms of the Plan (including without limitation the requirement that Participant obtain the prior written approval by the Committee of any proposed Transfer to a Permitted Transferee during the lifetime of Participant). Each Permitted Transferee shall be subject to all the restrictions, obligations, and responsibilities as apply to Participant under the Plan, the Management Investors Rights Agreement and this Agreement and shall be entitled to all the rights of Participant under the Plan, provided that in respect of any Permitted Transferee which is a trust or custodianship, the Restricted Stock Units shall become vested and/or forfeited based on the Employment and termination of Employment of Participant. The Restricted Stock Units and all Shares obtained pursuant to the settlement of the Restricted Stock 5

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Units pursuant to this Agreement shall not be transferred except as provided in the Plan and, where applicable, the Management Investor Rights Agreement. No Special Employment Rights . Nothing contained in the Plan shall confer upon Participant any right with respect to the continuation of Employment or interfere in any way with the right of the Company or an Affiliate, subject to the terms of any separate Employment agreement to the contrary, at any time to terminate such Employment or to increase or decrease the compensation of Participant from the rate in existence at the time of the grant of the Restricted Stock Units. The grant of the Restricted Stock Units is a one-time benefit and does not create any contractual or other right to receive Grants or benefits in lieu of Grants in the future. Future Grants, if any, will be at the sole discretion of the Company. In addition, the value of the Restricted Stock Units is an extraordinary item of compensation outside the scope of any employment contract. As such, the Restricted Stock Units are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. The future value of the underlying Shares is unknown and cannot be predicted with certainty. Participant’s Undertaking and Consents . Participant hereby agrees to take whatever additional actions and execute whatever additional documents the Company may in its reasonable, good faith judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on Participant pursuant to the express provisions of this Agreement and the Plan (it being understood that such additional actions and documents shall not in any way expand such obligations or restrictions). Participant hereby consents to the collection, retention, use, processing and transfer of Participant’s personal data by the Company and any of its Affiliates, any administrator of the Plan, the Company’s registrars or brokers for the purposes of implementing and operating the Plan. Integration . This Agreement, and the other documents referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and in the Plan. This Agreement, including without limitation the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter, except to the extent of any conflict between the provisions hereof and an employment agreement effective on the date hereof. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 6

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Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to the provisions governing conflict of laws. Participant Acknowledgment . Participant hereby acknowledges receipt of a copy of the Plan. Participant hereby acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan, this Agreement and the Restricted Stock Units shall be final and conclusive. Participant further acknowledges that, prior to the occurrence of an Initial Public Offering, no Shares shall be issued to Participant upon settlement of the Restricted Stock Units or any portion thereof unless and until Participant has executed the Management Investor Rights Agreement and Participant hereby agrees to be bound thereby. Addendum . Notwithstanding any provisions of this Agreement to the contrary, the Restricted Stock Units shall be subject to any special terms and conditions for Participant’s country of residence (and country of employment, if different) set forth in an addendum to this Agreement (an “ Addendum ”). Further, if Participant transfers Participant’s residence and/or employment to another country reflected in an Addendum to this Agreement at the time of transfer, the special terms and conditions for such country will apply to Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the Restricted Stock Units and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate Participant’s transfer). In all circ*mstances, any applicable Addendum shall constitute part of this Agreement. Section 409A . (a) Notwithstanding any other provision of the Plan or this Agreement, the Plan and this Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code (together with any Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date, “ Section 409A ”). The Committee may, in its discretion, adopt such amendments to the Plan or this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate to comply with the requirements of Section 409A. (b) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A, and, accordingly, the Shares issuable pursuant to the Restricted Stock Units hereunder shall be distributed to Participant no later than the later of: (i) the 15 th day of the third month following Participant’s first taxable year in which such Restricted Stock Units are no longer subject to a substantial risk of forfeiture, and (ii) the 15 th day of the third month following first taxable year of 7

NY\5873083.5

the Company in which such Restricted Stock Units are no longer subject to substantial risk of forfeiture, as determined in accordance with Section 409A. (c) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that Participant may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. Taxes . Participant represents that Participant has had the opportunity to consult with any tax consultants Participant deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company for any tax advice. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Participant understands that Participant (and not the Company) shall be responsible for Participant’s tax liability that may arise as a result of the transactions contemplated by this Agreement. Conformity to Securities Laws . Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated thereunder by the United States Securities and Exchange Commission, including, without limitation, Rule 16b-3 under the Exchange Act. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Restricted Stock Units are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations. Successors and Assigns . The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. Acceptance of Agreement . In order to accept this Agreement, Participant must indicate acceptance of the Restricted Stock Units and acknowledgment that the terms of the Plan and this Agreement have been read and understood by signing and returning a copy of this Agreement as instructed by the Company. By accepting this Agreement, Participant consents to the electronic delivery of prospectuses, annual reports and other information required to be delivered by applicable law (which consent may be revoked in writing by Participant at any time upon three business days’ notice to the Company, in which case subsequent prospectuses, annual reports and other information will be delivered in hard copy to Participant). Captions . The captions and headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement. 8

NY\5873083.5

English Language . The Parties confirm that it is their express wish that this Agreement has been drawn up in the English language only. Les Parties aux présentes confirment leur volonté expresse que cette convention soit rédigée en langue anglaise seulement. Waiver . Participant hereby agrees that the proposed transactions by which Caesars Entertainment Corporation (“ CEC ”) will contribute all of the outstanding shares of the common stock of the Company held by a subsidiary of CEC to Caesars Growth Partners, LLC or a subsidiary thereof (collectively, “ CGP ”), and the related transactions, including, without limitation, the transfer of ownership of the shares of common stock of the Company to CGP as a result of the proposed transactions, the acquisition of ownership interests in CGP by CEC and Caesars Acquisition Company (“ CAC ”), and any future acquisition of ownership interests or shares of CGP, the Company or CAC by CEC or a subsidiary or Affiliate thereof (collectively, the “ Transactions ”), shall not constitute a Change in Control for purposes of the Plan. Participant hereby waives any and all rights under the Plan or any Grant Agreement evidencing Grants made prior to the date hereof relating to, in connection with or arising from any provisions in the Plan or such Grant Agreement applicable as a result of a Change in Control and agrees that such provisions shall not apply to Participant or his or her Grants as a result of the Transactions..

* 9

NY\5873083.5

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer and said Participant has hereunto signed this Agreement on his own behalf, thereby representing that he has carefully read and understands this Agreement, the Plan and the Management Investor Rights Agreement as of the day and year first written above. CAESARS INTERACTIVE ENTERTAINMENT, INC.

By: Title:

PARTICIPANT

[ Participant’s name ]

Number of Restricted Stock Units: Vesting Schedule:

__________________________________________ [To be specified in individual Restricted Stock Unit Grant Agreements]

NY\5873083.5

Exhibit 21

CAESARS ACQUISITION COMPANY LIST OF SUBSIDIARIES As of February 26, 2016

Name

Jurisdiction of Incorporation

3535 LV Newco, LLC

Delaware

3708 Las Vegas Boulevard, LLC 1

Delaware

Boardwalk Ltd.

Israel

Caesars Baltimore Investment Company, LLC

Delaware

Caesars Enterprise Services, LLC 2

Delaware

Caesars Growth Bally's LV, LLC

Delaware

Caesars Growth Baltimore Fee, LLC

Delaware

Caesars Growth Bonds, LLC

Delaware

Caesars Growth Cromwell, LLC

Delaware

Caesars Growth Harrah's New Orleans, LLC

Delaware

Caesars Growth Laundry, LLC

Delaware

Caesars Growth Partners, LLC 3

Delaware

Caesars Growth PH, LLC

Delaware

Caesars Growth PH Fee, LLC

Delaware

Caesars Growth Properties Finance, Inc.

Delaware

Caesars Growth Properties Holdings, LLC

Delaware

Caesars Growth Properties Parent, LLC

Delaware

Caesars Growth Quad, LLC

Delaware

Caesars Interactive Entertainment (Canada), Inc. Caesars Interactive Entertainment (Hong Kong) Limited Caesars Interactive Entertainment New Jersey, LLC Caesars Interactive Entertainment (UK), Ltd. Caesars Interactive Entertainment Israel Ltd. Caesars Interactive Entertainment, Inc.

Canada Hong Kong New Jersey England/Wales Israel Delaware

CBAC Borrower, LLC

Delaware

CBAC Gaming, LLC 5

Delaware

CBAC Holding Company, LLC

Delaware

CCLV Holding, LLC

Delaware

CGP 3708 Las Vegas Boulevard, LLC

Delaware

CIE Growth, LLC

Delaware

CIE RMG (UK) Ltd.

England/Wales

CIE SMG UK Ltd.

England/Wales

Click Wall, Ltd.

Israel

Corner Investment Company, LLC

Nevada

Corner Investment Holdings, LLC

Delaware

Corner Investment Propco, LLC

Delaware

Name

Jurisdiction of Incorporation

CR Baltimore Holdings, LLC 6

Delaware

Double Deuce Studios, LLC

Delaware

FHR Newco, LLC

Delaware

Flamingo-Laughlin Newco, LLC

Delaware

Home Run Ukraine, LLC

Ukraine

Homerun Argentina SRL

Argentina

Homerun Ciero SRL

Romania

Homerun, Ltd.

Israel

Homerun Russia, LLC

Russia

Jazz Casino Company, LLC

Louisiana

JCC Fulton Development, LLC

Louisiana

JCC Holding Company II, LLC

Delaware

Laundry Newco, LLC

Delaware

LVH Newco, LLC Pacific Interactive UK, Ltd. Parball Newco, LLC

Delaware England/Wales Delaware

PHWLV, LLC

Nevada

Playtika Bel, LLC

Belarus

Playtika K.K. Playtika, Ltd. Playtika Santa Monica Holdings, LLC

Japan Israel Nevada

Playtika Santa Monica, LLC

Nevada

Playtika Ukraine, LLC

Ukraine

Project Wild Ltd. PSM Computer Services, LLC

Israel Delaware

SMG Homerun UK Ltd.

England/Wales

SMG Viking UK Ltd.

England/Wales

TSP Owner, LLC

Delaware

Woodbury Casino, LLC

Delaware

50% CGP 3708 Las Vegas Boulevard, LLC; 50% non-affiliate

69% Caesars Entertainment Operating Company, Inc.: 20.2% CERP; 10.8% CGPH

42.64% Caesars Acquisition Company; 57.36% affiliates of Caesars Entertainment Corporation

84.44% CIE Growth, LLC.; 15.56% third party shareholders

69.90% CR Baltimore Holdings, LLC ; 30.10% third party shareholders

58.51% Caesars Baltimore Investment Company, LLC; 41.49% non-affiliate

Exhibit 31.1 I, Mitch Garber, certify that: 1.

I have reviewed this annual report on Form 10-K of Caesars Acquisition Company;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circ*mstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Date:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

February 26, 2016 By:

/ S / MITCH GARBER Mitch Garber President and Chief Executive Officer

Exhibit 31.2 I, Craig Abrahams, certify that: 1.

I have reviewed this annual report on Form 10-K of Caesars Acquisition Company;

Date:

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

February 26, 2016 By:

/ S / Craig Abrahams Craig Abrahams Chief Financial Officer

Exhibit 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Caesars Acquisition Company (the “Company”), hereby certifies, to such officer's knowledge, that: (i) the accompanying Annual Report on Form 10-K of the Company for the annual period ended December 31, 2015 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 26, 2016 / S / Mitch Garber Mitch Garber President and Chief Executive Officer

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Exhibit 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Caesars Acquisition Company (the “Company”), hereby certifies, to such officer's knowledge, that: (i) the accompanying Annual Report on Form 10-K of the Company for the annual period ended December 31, 2015 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 26, 2016 / S / Craig Abrahams Craig Abrahams Chief Financial Officer

Exhibit 99.1 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA OF SIGNIFICANT EQUITY METHOD INVESTEE CAESARS GROWTH PARTNERS, LLC INDEX TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS Page Explanatory Note

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Combined and Consolidated Statements of Operations

Combined and Consolidated Statements of Comprehensive Income/(Loss)

Combined and Consolidated Statements of Stockholders' Equity

Combined and Consolidated Statements of Cash Flows

Notes to Combined and Consolidated Financial Statements

Caesars Growth Partners, LLC and its subsidiaries have proprietary rights to a number of trademarks used in this Exhibit to our Annual Report on Form 10-K that are important to our business, including, without limitation, World Series of Poker ("WSOP") , Slotomania, House of Fun and Bingo Blitz . In addition, Caesars Entertainment Corporation, our joint venture partner in Caesars Growth Partners, LLC, and Caesars Entertainment Operating Company, Inc., and their respective subsidiaries, have proprietary rights to, among others, Caesars, Caesars Entertainment, Harrah's, Total Rewards, Horseshoe and Bally's. We have omitted the registered trademark (®) and trademark (™) symbols for such trademarks named in this exhibit to our Annual Report on Form 10-K .

EXPLANATORY NOTE Unconsolidated Significant Subsidiary Upon the completion of the Transactions (see Note 1 — Description of Business and Summary of Significant Accounting Policies of the Combined and Consolidated Financial Statements for Caesars Growth Partners, LLC ("CGP LLC")) Caesars Acquisition Company's (the "Company," "CAC," "we," "our" and "us") primary asset is its interest in CGP LLC, which is accounted for using the equity method. As our investment in CGP LLC is considered to be significant for the period subsequent to the Transactions, CGP LLC's financial statements are included as an exhibit to this Annual Report on Form 10-K in accordance with SEC Rule 3-09 of Regulation S-X. 2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Members of Caesars Growth Partners, LLC We have audited the accompanying consolidated balance sheets of Caesars Growth Partners, LLC ("CGP LLC") as of December 31, 2015 and 2014 , and the related combined and consolidated statements of operations, comprehensive income/(loss), equity and cash flows for the years ended December 31, 2015 and 2014 and the period from October 22, 2013 through December 31, 2013. These combined and consolidated financial statements are the responsibility of the CGP LLC’s management. Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. CGP LLC is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circ*mstances, but not for the purpose of expressing an opinion on the effectiveness of CGP LLC’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such combined and consolidated financial statements present fairly, in all material respects, the financial position of CGP LLC as of December 31, 2015 and 2014 , and the results of their operations and their cash flows for the years ended December 31, 2015 and 2014 and the period from October 22, 2013 through December 31, 2013, in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 12 to the combined and consolidated financial statements, CGP LLC is a defendant in litigation related to certain transactions with related parties. As discussed in Note 1 to the combined and consolidated financial statements, CGP LLC completed acquisitions in May 2014 that were accounted for as transactions among entities under common control. The financial statements of CGP LLC have been recast to include the financial results for these acquisitions as if those businesses were combined into CGP LLC reporting entities for all periods presented.

/s/ Deloitte & Touche LLP Las Vegas, Nevada February 26, 2016 3

CAESARS GROWTH PARTNERS, LLC CONSOLIDATED BALANCE SHEETS (In millions)

December 31, 2015

2014

Assets Current assets Cash and cash equivalents ($37.8 million and $38.5 million attributable to our VIE)

Restricted cash ($0.0 million and $11.8 million attributable to our VIE) Receivables, net of allowance for doubtful accounts of $9.3 and $8.4, respectively ($7.1 million and $3.1 million attributable to our VIE) Prepayments and other current assets ($4.8 million and $2.6 million attributable to our VIE) Total current assets Investment in Caesars Enterprise Services, LLC

901.7

944.1

3.6

14.8

118.8

96.5

38.0

29.7

1,062.1

1,085.1

26.5

22.6

2,576.4

2,568.2

Goodwill

302.5

299.7

Intangible assets other than goodwill, net ($22.5 million and $22.5 million attributable to our VIE)

260.7

299.4

8.9

25.2

Land, property and equipment, net ($307.3 million and $336.5 million attributable to our VIE)

Restricted cash ($8.9 million and $20.1 million attributable to our VIE) Deferred tax assets Prepaid management fees to related parties Deferred charges and other ($0.7 million and $0.7 million attributable to our VIE)

28.3

12.6

206.5

219.1

50.7

Total assets

45.7

4,522.6

4,577.6

50.4

78.5

Liabilities and Equity Current liabilities Accounts payable ($3.9 million and $25.6 million attributable to our VIE) Payables to related parties ($10.3 million and $22.7 million attributable to our VIE) Accrued expenses ($13.9 million and $13.3 million attributable to our VIE) Accrued interest payable ($6.4 million and $6.2 million attributable to our VIE) Foreign tax payable Current portion of long-term debt ($8.6 million and $0.6 million attributable to our VIE) Total current liabilities

41.5

85.9

178.2

237.9

37.0

36.9

2.0

4.9

69.7

19.6

378.8

463.7

2,267.6

2,291.7

Long-term debt to related party

—

39.8

Deferred tax liabilities

7.3

Contingently issuable non-voting membership units

—

345.2

Long-term debt ($310.4 million and $318.6 million attributable to our VIE)

Deferred credits and other ($23.3 million and $15.3 million attributable to our VIE) Total liabilities

137.2

124.5

2,790.9

3,272.2

0.5

1.6

1,277.3

1,078.0

Commitments and contingencies (Note 12) Redeemable non-controlling interests Equity Additional paid-in capital Retained earnings Total equity attributable to Caesars Growth Partners, LLC Non-controlling interests Total equity

413.7

191.9

1,691.0

1,269.9

40.2

33.9

1,731.2 $

Total liabilities and equity

See accompanying Notes to Combined and Consolidated Financial Statements. 4

4,522.6

1,303.8 $

4,577.6

CAESARS GROWTH PARTNERS, LLC COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS (In millions)

Year Ended December 31, 2015

Year Ended December 31, 2014

October 22, 2013 Through December 31, 2013

Revenues Interactive Entertainment Social and mobile games WSOP and online real money gaming

725.3

549.1

70.4

41.2

37.7

3.6

766.5

586.8

74.0

Casino Properties and Developments Casino

1,009.6

799.9

132.8

Food and beverage

275.0

245.5

37.7

Rooms

323.2

258.4

45.0

Other

162.9

156.6

21.3

Less: casino promotional allowances

(191.7)

(179.6)

(33.6)

1,579.0

1,280.8

203.2

2,345.5

1,867.6

277.2

212.0

166.1

22.3

Casino

546.1

448.3

69.8

Food and beverage

125.3

118.0

15.9

82.9

72.0

12.1

766.6

719.2

124.1

Write-downs, reserve, and project opening costs, net of recoveries

12.1

53.1

3.9

Management fees to related parties

55.9

37.0

2.2

177.8

143.0

21.1

1.0

147.5

—

38.7

138.7

—

32.7

2.9

1,862.5

1,975.6

Net revenues

Operating expenses Interactive Entertainment - Direct Platform fees Casino Properties and Developments - Direct

Rooms Property, general, administrative and other

Depreciation and amortization Impairment of goodwill, tangible and other intangible assets Change in fair value of contingently issuable non-voting membership units

(117.2)

Change in fair value of contingent consideration Total operating expenses Income/(loss) from operations Interest expense, net of interest capitalized

413.0

483.0

(108.0)

(135.8)

(196.1)

(172.9)

(16.3)

Interest income - related party

—

119.2

35.8

Impairment of investment in notes from related party

—

(63.5)

Gain on sale of investment in notes from related party

—

99.4

—

Loss on extinguishment of debt

—

(23.8)

(0.9)

Other income, net

3.9

Income/(loss) from continuing operations before provision for income taxes

0.9

290.8

Provision for income taxes

—

(148.7)

(117.2)

(61.9)

(48.9)

(7.1)

228.9

(197.6)

(124.3)

Loss from discontinued operations, including $1.4 million of gain on disposal during 2014

—

(15.7)

(0.4)

Benefit from income taxes related to discontinued operations

—

0.1

—

(15.6)

(0.4)

228.9

(213.2)

(124.7)

Income/(loss) from continuing operations Discontinued operations

Net loss from discontinued operations Net income/(loss) Less: net (income)/loss attributable to non-controlling interests

(7.1) $

Net income/(loss) attributable to Caesars Growth Partners, LLC

221.8

33.0 $

See accompanying Notes to Combined and Consolidated Financial Statements. 5

(180.2)

4.6 $

(120.1)

CAESARS GROWTH PARTNERS, LLC COMBINED AND CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) (In millions)

Net income/(loss)

Year Ended December 31, 2015

Year Ended December 31, 2014

October 22, 2013 Through December 31, 2013

228.9

(213.2)

(124.7)

Other comprehensive (loss)/income, net of income taxes: Unrealized (loss)/gain on investments in notes from related party

—

(197.7)

54.3

Reclassification adjustment for realized gain on investment in notes from related party

—

(99.4)

—

Reclassification adjustment for realized losses on investment in notes from related party

—

63.5

—

(233.6)

54.3

228.9

(446.8)

(70.4)

Total other comprehensive (loss)/income Comprehensive income/(loss) Less: net (income)/loss attributable to non-controlling interests

(7.1) $

Comprehensive income/(loss) attributable to Caesars Growth Partners, LLC

221.8

33.0 $

See accompanying Notes to Combined and Consolidated Financial Statements. 6

—

(413.8)

4.6 $

(65.8)

CASESARS GROWTH PARTNERS, LLC COMBINED AND CONSOLIDATED STATEMENTS OF EQUITY (In millions)

Additional Paid-in Capital Inception

Issuance of voting units Issuance of non-voting units and impact of purchased and contributed assets

—

1,173.1

Impact of the Transactions Impact of Acquired Properties Transaction and Harrah's Transaction Post-transactions balances

Total Equity $

—

909.6

179.3

49.0

713.0

748.2

909.6

179.3

49.0

1,886.1

—

1,662.9

179.3

49.0

3,549.0

2,034.7

(371.8)

2,782.9

537.8 (120.1)

— (3.7)

(4.2)

—

54.3

—

54.3

—

(19.3)

402.1

—

233.6

(180.2)

(1,499.7)

1,173.1

—

(15.6)

2,780.6

Issuance of CGP LLC voting units

—

(424.9)

1.4

Impact of purchased assets

—

Stock-based compensation Unrealized gain on investments in notes from related party, net of tax

Net loss

— —

—

Balance at December 31, 2013

Non-controlling Interests

—

Net loss

Transactions with parents and affiliates, net

Accumulated Other Comprehensive Income

Retained Earnings

—

1.4

44.8

—

(124.3)

3,461.1

(30.7)

(210.9)

—

(1,499.7)

4.8

—

4.8

Issuance of Caesars Interactive Entertainment, Inc. common stock

35.3

—

3.8

39.1

Purchase of Caesars Interactive Entertainment, Inc. common stock

(39.7)

—

(4.4)

(44.1)

(2.0)

—

(2.0)

3.4

—

8.3

11.7

—

(197.7)

—

(197.7)

—

(99.4)

—

(99.4)

—

Stock-based compensation Sale of partial interest in Maryland Joint Venture Unrealized loss on investments in notes from related party, net of tax Reclassification adjustment for realized gain on investment in notes from related party Reclassification adjustment for realized losses on investments in notes from related party Distribution of investment in notes from related party Conversion of Caesars Interactive Entertainment, Inc. convertible promissory notes Conversion of affiliate debt to equity Transactions with parents and affiliates, net

—

63.5

—

63.5

(376.9)

—

(376.9)

35.6

—

12.1

47.7

139.9

—

139.9

(30.0)

—

1,078.0

(3.3)

191.9

—

33.9

1,303.8

Net income

—

221.8

—

8.2

230.0

Issuance of CGP LLC voting units

4.6

—

4.6

Issuance of Caesars Interactive Entertainment, Inc. common stock

51.7

—

9.6

61.3

Purchase of Caesars Interactive Entertainment, Inc. common stock

(53.5)

—

(11.5)

(65.0)

Balance at December 31, 2014

Stock-based compensation

(33.3)

5.2

—

5.2

Contingently issuable non-voting membership units

228.0

—

228.0

Transactions with parents and affiliates, net

(40.7)

—

(40.7)

—

Other Balance at December 31, 2015

4.0 $

1,277.3

413.7

—

See accompanying Notes to Combined and Consolidated Financial Statements. 7

40.2

4.0 $

1,731.2

CAESARS GROWTH PARTNERS, LLC COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) Year Ended December 31, 2015

Year Ended December 31, 2014

October 22, 2013 Through December 31, 2013

Cash flows from operating activities Net income/(loss)

228.9

(213.2)

(124.7)

Adjustments to reconcile net income/(loss) to cash flows provided by operating activities Depreciation and amortization Amortization of debt discount and debt issuance costs Loss on extinguishment of debt Gain on contract termination Change in fair value of contingently issuable non-voting membership units

177.8

143.0

21.1

10.9

16.9

4.8

—

23.8

0.9

(5.0)

—

(117.2)

38.7

138.7

Change in fair value of contingent consideration

—

32.7

2.9

Accretion of discount on investments in notes from related party

—

(80.2)

(23.2)

Impairment of notes from related party

—

63.5

—

Gain on sale of notes from related party

—

(99.4)

—

Impairment of goodwill, tangible and other intangible assets

1.0

163.0

—

64.5

88.0

17.8

11.9

9.9

—

26.1

—

Stock-based compensation Non-cash management fee payable to related parties Debt issuance costs and fees write-off Net transfers to parents and affiliates Net change in deferred income taxes Net change in long-term accounts Net change in working capital accounts Other Cash flows provided by operating activities

(13.2)

(3.7)

(15.7)

0.5

(3.6)

9.5

11.9

3.0

(91.4)

34.1

5.8

0.1

0.9

0.2

275.3

247.0

40.0

(174.5)

(568.3)

(42.6)

Cash flows from investing activities Land, buildings and equipment additions, net of change in construction payables Purchase of short-term investments

—

Sales of short-term investments

—

15.0

(3.2)

(22.5)

Payments to acquire business, net of cash acquired Payments to acquire businesses and assets related to the formation Transactions and Asset Purchase Transactions

—

Investment in Caesars Enterprise Services, LLC

(15.0) — —

(1,808.9)

(360.0)

(3.9)

(22.6)

Increase in restricted cash

(10.0)

(2,086.2)

(9.0)

—

Decrease in restricted cash

37.5

2,406.0

39.8

Proceeds from sale of investment in notes from related party

—

448.1

—

Other

—

Cash flows used in investing activities

(1.6)

(154.1)

(1,641.0)

80.0

2,599.1

— (386.8)

Cash flows from financing activities Proceeds from issuance of long-term debt Debt issuance costs and fees

—

Repayments under lending agreements

(64.4)

Issuance of voting units

(1.6)

(1,205.6)

—

Payments on long-term debt to related party

—

(30.6)

(0.4)

—

(39.8)

1,173.1

—

(13.0)

Proceeds from issuance of related party note

—

15.4

Proceeds from issuance of Caesars Interactive Entertainment, Inc. stock

4.9

5.9

—

(65.0)

(44.1)

—

1.0

11.7

(48.1)

(20.4)

Repurchase of Caesars Interactive Entertainment, Inc. stock Sale of partial interest in Maryland joint venture Distributions to parents, net Acquisition related contingent consideration payment

(32.2)

Cash flows (used in)/provided by financing activities

(9.9)

(163.6)

Net (decrease)/increase in cash and cash equivalents

901.7

804.4

1,032.0 $

See accompanying Notes to Combined and Consolidated Financial Statements. 8

1,151.2

(87.9)

944.1

Cash and cash equivalents, end of period

—

1,306.1

(42.4)

Cash and cash equivalents, beginning of period

— (22.3)

944.1

227.6 $

1,032.0

CAESARS GROWTH PARTNERS, LLC NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS Note 1 — Description of Business and Summary of Significant Accounting Policies Organization and Description of Business Caesars Acquisition Company (the "Company," "CAC," "we," "our" and "us"), a Delaware corporation, was formed on February 25, 2013 to make an equity investment in Caesars Growth Partners, LLC ("CGP LLC"), a joint venture between CAC and subsidiaries of Caesars Entertainment Corporation ("CEC" or "Caesars Entertainment"), and following the transactions described below, directly owns 100% of the voting membership units of CGP LLC, a Delaware limited liability company. CGP LLC was formed on July 16, 2013 for the purpose of acquiring certain businesses and assets of Caesars Entertainment and to pursue high-growth operating assets. On October 21, 2013 , the joint venture was formed between subsidiaries of Caesars Entertainment and CAC through the execution of the series of transactions described below (which are collectively referred to as the "Transactions"): (i)

(ii)

(iii)

CAC used the proceeds from the exercise of the basic subscription rights in clause (ii) above to purchase 100% of the voting units of CGP LLC;

(iv)

(v)

the equity interests of PHWLV, LLC ("PHWLV"), which holds the Planet Hollywood Resort & Casino in Las Vegas ("Planet Hollywood");

a 50% interest in the management fee revenues of PHW Manager, LLC ("PHW Manager"), which manages Planet Hollywood, and Caesars Baltimore Management Company LLC, which manages Horseshoe Baltimore.

Caesars Entertainment contributed all of the shares of Caesars Interactive Entertainment, Inc.'s ("Caesars Interactive" or "CIE") outstanding common stock held by a subsidiary of Caesars Entertainment and approximately $1.1 billion in aggregate principal amount of senior notes held by a subsidiary of Caesars Entertainment (the "CEOC Notes" and, together with the shares of CIE, the "Contributed Assets") to CGP LLC, in exchange for all of CGP LLC's non-voting units.

amount in 2015 . The estimated fair value of the contingently issuable non-voting membership units was $228.0 million at December 31, 2015 . CGP LLC believes that it will issue approximately 31.9 million Class B non-voting units pursuant to the terms of the Transactions, although the final number of units to be issued is subject to the agreement of both CAC and CEC. CGP LLC reimbursed Caesars Entertainment and CAC for approximately $24.8 million for fees and expenses incurred in connection with the Transactions in 2013. CAC serves as CGP LLC's managing member and sole holder of all of its outstanding voting units. CAC's primary asset is its membership interest in CGP LLC and does not have any operations other than through its interest in CGP LLC. Certain subsidiaries of Caesars Entertainment hold all of CGP LLC's outstanding non-voting units. Asset Purchase Transactions JCC Holding Company II, LLC and its subsidiaries (collectively known as "Harrah's New Orleans"), 3535 LV Corporation (formerly known as "The Quad" and recently rebranded as "The LINQ Hotel & Casino"), indirect subsidiaries of Parball Corporation (collectively known as "Bally's Las Vegas") and Corner Investment Company, LLC and its subsidiaries, (collectively known as "The Cromwell") were direct wholly-owned subsidiaries of CEOC. On May 5, 2014, Caesars Growth Properties Holdings, LLC ("CGPH," an indirect, wholly-owned subsidiary of CGP LLC), acquired through one or more subsidiaries (i) The Cromwell, The LINQ Hotel & Casino, and Bally's Las Vegas, (ii) 50% of the ongoing management fees and any termination fees payable under the property management agreements entered between a Property Manager (as defined) and the owners of each of these properties, and (iii) certain intellectual property that is specific to each of these properties (collectively referred to as the "First Closing" or "Acquired Properties Transaction"). On May 5, 2014, CGP LLC contributed the equity interests of PHWLV and a 50% interest in the management fee revenues of PHW Manager to CGPH. On May 20, 2014, CGPH through one or more subsidiaries acquired (i) Harrah's New Orleans, (ii) 50% of the ongoing management fees and any termination fees payable under the Louisiana property management agreement entered between a Property Manager and the owners of Harrah's New Orleans and (iii) certain intellectual property that is specific to Harrah's New Orleans (the "Second Closing" or "Harrah's Transaction"). CGPH paid $2.0 billion , less outstanding debt assumed, for the Asset Purchase Transactions. In connection with the Acquired Properties Transaction and the Harrah's Transaction, CGPH and Caesars Growth Properties Finance, Inc. (together, the "Issuers"), issued $675.0 million aggregate principal amount of 9.375% second-priority senior secured notes due 2022 (the "2022 Notes"). On May 8, 2014, CGPH closed on $1.175 billion of term loans (the "CGPH Term Loan") and a $150.0 million revolving credit facility pursuant to a credit agreement. The acquisitions of Harrah's New Orleans, The LINQ Hotel & Casino, Bally's Las Vegas and The Cromwell, and the contribution of Planet Hollywood to subsidiaries of CGPH are herein referred to as the "Acquired Properties." Harrah's New Orleans owns an entertainment facility located in downtown New Orleans, Louisiana, composed of a casino, a hotel, multiple restaurants, and retail outlets. Planet Hollywood, The LINQ Hotel & Casino, Bally's Las Vegas and The Cromwell each own casino and hotel entertainment facilities located on Las Vegas Boulevard, in Las Vegas, Nevada. Each of the Acquired Properties has entered into property management agreements with affiliates of Caesars Entertainment. The agreements to purchase these properties contain indemnification obligations by CEC and the Sellers (as defined in the Agreement) for, among others, amounts expended for new construction and renovation at The LINQ Hotel & Casino in excess of the $223.0 million budgeted for renovation expenses (up to a maximum amount equal to 15% of such budgeted amount and subject to certain exceptions) and certain liabilities arising under employee benefit plans. Proposed Merger of CAC with CEC On December 21, 2014, CAC and CEC entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, among other things, CAC will merge with and into CEC, with CEC as the surviving company (the "Proposed Merger"). Pursuant to the terms of the Merger Agreement, and subject to the overall restructuring of CEOC, regulatory approval and other closing conditions, upon consummation of the Proposed Merger, each share of class A common stock, par value $0.001 per share, of CAC ("CAC Common Stock" or "Common Stock") issued and outstanding immediately prior to the effective time of the Proposed Merger will be converted into, and become exchangeable for, that number of shares of CEC common stock, par value $0.01 per share ("CEC Common Stock"), equal to 0.664 (the "Exchange Ratio"), provided that during the Adjustment Period (as described below), the Special Committee of CAC's Board of Directors (the "CAC Special Committee") and the Special Committee of CEC's Board of Directors (the "CEC Special Committee"), each composed solely of independent directors, will determine if there should be an adjustment to the Exchange Ratio and the amount of any such adjustment, taking into consideration all relevant facts and circ*mstances affecting the intrinsic value of CAC and CEC. The 10

Adjustment Period is the 14 day period beginning on the later of (i) the date that the Caesars Entertainment Operating Company, Inc. restructuring plan is confirmed and (ii) the date that both CAC and CEC confirm that their respective independent financial advisors have received all information as may be reasonably necessary or advisable in order to render a fairness opinion concerning the Exchange Ratio. If at the end of the Adjustment Period, the CAC Special Committee and the CEC Special Committee have not agreed to an adjustment to the Exchange Ratio, there will not be an adjustment to the Exchange Ratio. Within five business days following the end of the Adjustment Period, either CAC or CEC may terminate the Merger Agreement if (a) the CAC Special Committee and the CEC Special Committee cannot agree on an Exchange Ratio adjustment and a failure to terminate the Merger Agreement would be inconsistent with their respective directors' fiduciary duties or (b) the CAC Special Committee or the CEC Special Committee, as applicable, has not received an opinion of its respective financial advisor that the Exchange Ratio (as adjusted, if applicable) is fair, from a financial point of view to CAC and its public stockholders or CEC, as applicable. Under the Merger Agreement, either party may terminate Merger Agreement if the merger has not been completed by the close of business on August 6, 2016. Under the Merger Agreement, CEC has agreed to use reasonable best efforts to (i) cause the implementation of the restructuring of certain of CEC's subsidiaries as contemplated by that certain Restructuring Support and Forbearance Agreement, dated as of December 19, 2014, among CEOC, CEC, LeverageSource III (H Holdings), L.P., LeverageSource V, L.P. and each of the holders of first lien bond claims party thereto (the "Restructuring Support Agreement") and (ii) consult with CAC regarding certain additional actions in connection with the bankruptcy filing contemplated by the Restructuring Support Agreement if CEC determines, in its reasonable discretion, that such additional actions could reasonably be expected to be materially adverse to CAC. Basis of Presentation The financial information for the periods presented reflect the financial statements of CGP LLC on a consolidated basis, giving regard to all impacts of the October 21, 2013 Transactions. Because the May 2014 acquisitions were accounted for as transactions among entities under common control, the financial information herein includes the financial results for the properties as if those businesses were combined into CGP LLC for periods up through the May 2014 acquisition dates with financial information derived from the historical accounting records and financial statements of Caesars Entertainment. Financial information presented subsequent to the May 2014 acquisitions are presented on a consolidated basis. The Combined and Consolidated Financial Statements include all revenues, costs, assets and liabilities directly attributable to CGP LLC. The accompanying Combined and Consolidated Financial Statements also include allocations of certain general corporate expenses of Caesars Entertainment and Caesars Enterprise Services, LLC ("CES"). These allocations of general corporate expenses may not reflect the expense CGP LLC would have incurred if CGP LLC were a stand-alone company nor are they necessarily indicative of CGP LLC's future costs. Although CGPH has notified CES, CEOC and Caesars Entertainment Resort Properties, LLC ("CERP") that it objects to the new expense allocation but will pay the revised expense allocations under protest and reserves all rights, CGP LLC believes the assumptions and methodologies used are reasonable. Given the nature of these costs, it is not practicable for CGP LLC to estimate what these costs would have been on a stand-alone basis. Transactions between Caesars Entertainment and CGP LLC have been identified in the Combined and Consolidated Financial Statements and related footnotes as transactions between related parties (see Note 19 — Related Party Transactions ). CGP LLC's joint venture with Rock Gaming, LLC ("Rock") is the majority member of CR Baltimore Holdings ("CRBH") and in February 2014 sold a portion of its interest in CBAC Gaming, LLC ("CBAC Gaming") to an existing joint venture partner of CBAC Gaming, Caves Valley Partners. CGP LLC received proceeds of $12.8 million from the sale. In accordance with the transaction agreement, dated as of October 21, 2013, among Caesars Acquisition Company, Caesars Growth Partners, LLC, Caesars Entertainment Corporation, HIE Holdings, Inc., Harrah's BC, Inc., PHW Las Vegas, LLC, PHW Manager, Caesars Baltimore Acquisition Company, LLC and Caesars Baltimore Management Company, LLC, at or promptly following the closing of the sale of CGP LLC's interest in CBAC Gaming, CGP LLC was obligated to pay Caesars Entertainment Corporation the $12.8 million proceeds received. During the first quarter of 2015, a $12.8 million liability was recorded by CGP LLC as an increase to Payables to related party with an associated decrease of $12.8 million to Additional paid-in capital, which should have been recorded during the first quarter of 2014. The correction had no impact on CGP LLC's cash flows from operations, cash flows from financing activities or statements of operations for any period presented herein. Use of Estimates CGP LLC's Combined and Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"), which requires management to make estimates and assumptions that affect the reported amounts in the Combined and Consolidated Financial Statements and notes thereto. Significant estimates and assumptions reflected in CGP LLC's Combined and Consolidated Financial Statements include, but are not limited to, the estimated consumption rate of virtual goods that it uses for revenue recognition within Interactive Entertainment, useful lives of property, equipment and amortizing intangible assets, income taxes, accounting for stock-based compensation, the valuation of contingent consideration and the evaluation of goodwill and long-lived assets for impairment. Management believes the 11

accounting estimates are appropriate and reasonably determined. However, due to the inherent uncertainties in making these estimates, actual amounts could differ. Principles of Consolidation CGP LLC's Combined and Consolidated Financial Statements include the accounts of CGP LLC and its subsidiaries after elimination of all intercompany accounts and transactions. These Combined and Consolidated Financial Statements include the accounts of all wholly-owned subsidiaries and any partially-owned subsidiaries that CGP LLC has the ability to control. Control generally equates to ownership percentage, whereby investments that are more than 50% owned are consolidated, investments in affiliates of 50% or less but greater than 20% are generally accounted for using the equity method, and investments in affiliates of 20% or less are accounted for using the cost method. CGP LLC's Combined and Consolidated Financial Statements also include the accounts of any variable interest entity for which CGP LLC is determined to be the primary beneficiary. Up through and including December 31, 2015, CGP LLC analyzed its variable interests to determine if the entity that is party to the variable interest is a variable interest entity in accordance with GAAP. This analysis included both quantitative and qualitative reviews. Qualitative analysis was based on CGP LLC's review of the design of the entity, its organizational structure including decision-making ability and financial agreements. Caesars Baltimore Investment Company, LLC ("CBIC"), a whollyowned subsidiary of CGP LLC, indirectly holds interests in CR Baltimore Holdings, a variable interest entity that is the majority owner of the Horseshoe Baltimore Casino in Maryland. CBIC has been determined to be the primary beneficiary of CRBH and therefore consolidates CRBH into its financial statements. As CBIC is wholly-owned by CGP LLC, CGP LLC therefore also consolidates the CRBH variable interest. The assets of Horseshoe Baltimore are pledged as collateral for the Baltimore Credit Facility and therefore can only be used to settle Horseshoe Baltimore's obligations. The creditors or beneficial holders of Horseshoe Baltimore have no recourse to the general credit of CGP LLC. In addition to Horseshoe Baltimore Casino, CGP LLC also holds a variable interest in one other VIE, Caesars Enterprise Services, LLC, that is not consolidated because CGP LLC is not the primary beneficiary. CGP LLC continually monitors both consolidated and non-consolidated VIEs to determine if any events have occurred that could cause the primary beneficiary to change. Cash and Cash Equivalents Cash equivalents are highly liquid investments with maturities of less than three months from the date of purchase and are stated at the lower of cost or market value. Short-term Investments CGP LLC's short-term investments consist of bank deposits with original maturities greater than three months but less than 12 months, which are classified as held-tomaturity investments and recorded at amortized cost. Restricted Cash Restricted cash as of December 31, 2015 and 2014 included amounts related to Harrah's New Orleans to guarantee workers' compensation payments and for capital replacements required under the Rivergate Development Corporation lease agreement. In addition, restricted cash as of December 31, 2014 included amounts restricted under the terms of the Cromwell debt agreement which required that CGP LLC maintain certain reserves for items including but not limited to payment of property taxes, insurance, interest and ongoing furniture, fixtures and equipment purchases or property development or improvements. The classification of restricted cash between current and long-term is dependent upon the intended use of each particular reserve. Receivables and Allowance for Doubtful Accounts CGP LLC's receivables consist primarily of credit issued to customers of the CGP LLC's casino properties and amounts due from social and mobile games platform operators, including Facebook, Apple, Google and Amazon. CGP LLC issues credit to approved casino customers following background checks and investigations of creditworthiness. Business or economic conditions or other significant events could affect the collectability of these receivables. Accounts receivable are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. CGP LLC reserves an estimated amount for receivables that may not be collected to reduce receivables to their net carrying amount, which approximates fair value. Methodologies for estimating the allowance for doubtful accounts range from specific reserves to various percentages applied to aged receivables. Historical collection rates are considered, as are customer/platform operator relationships, in determining specific reserves. Receivables are reported net of an allowance for doubtful accounts of $9.3 million and $8.4 million , respectively, as of December 31, 2015 and 2014 . 12

Marker play represents a significant portion of CGP LLC's overall table games volume. CGP LLC maintains strict controls over the issuance of markers and aggressively pursues collection from those customers who fail to pay their marker balances timely. These collection efforts are similar to those used by most large corporations when dealing with overdue customer accounts, including the mailing of statements and delinquency notices, personal contacts, the use of outside collection agencies and civil litigation. Markers are generally legally enforceable instruments in the United States. Markers are not legally enforceable instruments in some foreign countries, but the United States' assets of foreign customers may be reached to satisfy judgments entered in the United States. CGP LLC considers the likelihood and difficulty of enforceability, among other factors, when CGP LLC issues credit to customers who are not residents of the United States. Investments in Notes from Related Party Up to August 5, 2014, CGP LLC's investments in senior notes previously issued by CEOC, a related party, were classified as available-for-sale investments and recorded at fair value with changes in fair value being recorded in Accumulated other comprehensive income. Any discount or premium was amortized to interest income using the effective interest method. CGP LLC classified its investment in notes from related party as current or long-term depending on the maturity of the instruments along with management's intent on holding such instruments. On May 5, 2014, CGP LLC entered into a note purchase agreement to sell a portion of its CEOC Notes back to CEOC at fair market value. On July 29, 2014, CGP LLC received $451.9 million of consideration (including $3.8 million for interest) in connection with the CEOC Notes purchase transaction and recognized a gain of $99.4 million . On August 6, 2014, CGP LLC effectuated a distribution of its 5.75% and 6.50% CEOC Notes as a dividend to its members, pro-rata based upon each member's ownership percentage in CGP LLC (the "Notes Distribution"). Immediately prior to the Notes Distribution, CGP LLC recorded an impairment charge of $63.5 million to release losses that had been accumulated in equity, given that CGP LLC would not recover its amortized cost basis in the CEOC Notes (see Note 19 — Related Party Transactions ). Investment in CES Investment in CES consists of membership interests in CES which is a variable interest entity of which CGP LLC owns less than 20% and is not the primary beneficiary. CGP LLC does not exercise significant influence over the variable interest entity and therefore accounts for the investment using the cost method (see Note 19 — Related Party Transactions ). CGP LLC reviews this investment quarterly for indicators of other-than-temporary impairment. This determination requires significant judgment. In making this judgment, CGP LLC considers available quantitative and qualitative evidence in evaluating potential impairment of this investment. If the carrying value of CGP LLC's investment exceeds its estimated fair value, CGP LLC evaluates, among other factors, general market conditions, the duration and extent to which the estimated fair value is less than CGP LLC's carrying value, and CGP LLC's intent and ability to hold, or plans to sell, the investment. CGP LLC also considers specific adverse conditions related to the financial health of and business outlook for the investee, including operational and financing cash flow factors. Once a decline in fair value is determined to be other-thantemporary, an impairment charge is recorded and a new carrying basis in the investment will be established. CGP LLC did not recognize an impairment charge in fiscal years 2015 and 2014 on this investment. Land, Property and Equipment, net Additions to land, property and equipment are stated at cost. CGP LLC capitalizes the costs of improvements that extend the life of the asset and expense maintenance and repair costs as incurred. Gains or losses on the dispositions of land, property and equipment are included in the determination of income. Depreciation is provided using the straight-line method over the shorter of the estimated useful life of the asset or the related lease, as follows: Land improvements Building and improvements Furniture, fixtures and equipment

12 years 5 - 40 years 2.5 - 20 years

CGP LLC reviews the carrying value of land, property and equipment for impairment whenever events and circ*mstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value of the asset, an impairment loss is recognized equal to an amount by which the carrying value exceeds the estimated fair value of the asset. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effect of obsolescence, demand, competition, potential decreases in the marketplace, a change in physical condition, and legal and other economic factors. In estimating expected future cash flows for determining whether an asset is impaired, assets are grouped at the asset group level, which, for most of CGP LLC's assets, is the individual property. 13

CGP LLC recognized an immaterial amount of impairment of property and equipment for the periods presented in the accompanying Combined and Consolidated Statements of Operations. Goodwill and Other Non-Amortizing Intangible Assets The purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. CGP LLC determines the estimated fair values after review and consideration of relevant information including discounted cash flows, quoted market prices, and estimates made by management. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is recorded as goodwill. CGP LLC performs an annual goodwill impairment assessment on October 1 . CGP LLC performs this assessment more frequently if impairment indicators exist. CGP LLC determines the estimated fair value of each reporting unit based on a combination of earnings before interest, taxes, depreciation and amortization ("EBITDA") multiples, valuation multiples and estimated future cash flows discounted at rates commensurate with the capital structure and cost of capital of comparable market participants, giving appropriate consideration to the prevailing borrowing rates within the casino industry in general. CGP LLC also evaluates the aggregate fair value of all of the reporting units and other non-operating assets in comparison to the aggregate debt and equity market capitalization at the test date. EBITDA multiples and discounted cash flows are common measures used to value businesses in the industry. CGP LLC performs an annual impairment assessment of other non-amortizing intangible assets as of October 1 . CGP LLC performs this assessment more frequently if impairment indicators exist. CGP LLC determines the estimated fair value of non-amortizing intangible assets by primarily using the "Relief From Royalty Method" and "Excess Earnings Method" under the income approach. The annual evaluation of goodwill and other non-amortizing intangible assets requires the use of estimates about future operating results, valuation multiples, and discount rates to determine their estimated fair value. Changes in these assumptions can materially affect these estimates. Thus, to the extent gaming volumes deteriorate significantly, discount rates increase significantly, or CGP LLC does not meet projected performance, CGP LLC could have impairments to record in the next twelve months and such impairments could be material. Assets and liabilities contributed to or acquired by CGP LLC in the Transactions, the Acquired Properties Transaction and the Harrah's Transaction, described previously are considered transactions between entities under common control. Thus, there is no recognition of goodwill or previously unrecognized other intangible assets resulting from any of these transactions. Prepaid Management Fees to Related Parties On October 21, 2013, CGP LLC purchased a 50% interest in the management fee revenues of PHW Manager, LLC and Caesars Baltimore Management Company for $90.0 million , recognized as a long-term prepaid asset included in Prepaid management fees to related parties in the Consolidated Balance Sheets. On May 5, 2014, CGP LLC contributed the equity interests of PHWLV, and the 50% interest in the management fee revenues of PHW Manager, LLC to CGPH. The majority of the prepaid asset, totaling $70.0 million , is related to Planet Hollywood and will be amortized over 35 years , which represents the term of the related management contract. The remaining $20.0 million , related to the Maryland Joint Venture, will be amortized over 15 years , which represents the term of the related management contract. In May 2014, CGPH purchased a 50% interest in the management fee revenues of the Harrah's New Orleans Management Company, The Quad Manager, LLC, Bally's Las Vegas Manager, LLC and Cromwell Manager, LLC (collectively, the "Property Managers" and individually, a "Manager" or a "Property Manager") for $138.0 million , which is also recognized as a long-term prepaid asset included in Prepaid management fees to related parties in the Consolidated Balance Sheets. The prepaid asset will be amortized over 15 years , which represents the term of the related management contracts. As of December 31, 2015 and 2014 , the remaining prepaid balance related to management fees to related parties was $206.5 million and $219.1 million , respectively. Debt Discounts or Premiums and Debt Issuance Costs Debt discounts or premiums and debt issuance costs incurred in connection with the issuance of debt are capitalized and amortized to interest expense based on the related debt agreements primarily using the effective interest method. Unamortized discounts or premiums and debt issuance costs are written off and included in gain or loss calculations to the extent CGP LLC retires debt prior to its original maturity date. Unamortized debt discounts or premiums and debt issuance costs are netted against Long-term debt in CGP LLC's Consolidated Balance Sheets. 14

Derivative Instruments Derivative instruments are recognized in the Combined and Consolidated Financial Statements at fair value. Any changes in fair value are recorded in the Combined and Consolidated Statements of Operations. The estimated fair value of CGP LLC's derivative instruments are based on market prices obtained from dealer quotes and in the case of contingently issuable non-voting membership units, the estimated fair value is based on a multiple of EBITDA in excess of a predetermined threshold and includes a maximum payout threshold. Such quotes represent the estimated amounts CGP LLC would receive or pay to terminate the contract. See Note 8 — Financial Instruments for additional discussion of derivative instruments. Insurance Accruals CGP LLC's properties are insured for workers' compensation, property, general liability and other insurance coverage through Caesars Entertainment and are charged premiums by Caesars Entertainment based on claims activity. CGP LLC is self-insured for employee health, dental, vision and other insurance and its insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of actuarial estimates of incurred but not reported claims. In estimating these reserves, historical loss experience and judgments about the expected levels of costs per claim are considered. These claims are accounted for based on actuarial estimates of the undiscounted claims, including those claims incurred but not reported. The use of actuarial methods to account for these liabilities provides a consistent and effective way to measure these judgmental accruals and is believed to be reasonable. CGP LLC regularly monitors the potential for changes in estimates, evaluates its insurance accruals, and adjusts its recorded provisions. Revenue Recognition Interactive Entertainment—Social and Mobile Games CIE derives revenue from the sale of virtual goods within casino-themed social and mobile games which are played on various global social and mobile third-party platforms. CIE's largest application, Slotomania , represented 48.5% , 51.0% and 60.1% of CIE's social and mobile games revenue for the years ended December 31, 2015 and 2014 and period from October 22 through December 31, 2013 , respectively. CIE's social and mobile games operate on a free-to-play model, whereby game players may collect virtual currency or other virtual consumable goods (collectively referred to as "virtual goods" or "virtual currency") free of charge through the passage of time or through targeted marketing promotions. Additionally, players have the ability to send free "gifts" of virtual goods to their friends through interactions with certain social platforms. If a game player wishes to obtain virtual goods above and beyond the level of free virtual goods available to that player, the player may purchase additional virtual goods. Once a purchase is completed, the virtual goods are deposited into the player's account and are not separately identifiable from previously purchased virtual goods or virtual goods obtained by the game player for free. Once obtained, virtual currency (either free or purchased) cannot be redeemed for cash nor exchanged for anything other than game play. When virtual currency is played in the games, the game player could "win" and would be awarded additional virtual currency, or could "lose" and lose the future use of that virtual currency. As the game player does not receive any additional benefit from the games, nor is the game player entitled to any additional rights once the game player's virtual goods are substantially consumed, CIE has concluded that the virtual goods represent consumable goods. CIE has determined through a review of customer play behavior that game players who purchase virtual currency generally are not purchasing additional virtual currency if their existing virtual goods balances have not been substantially consumed. As CIE is able to track the duration between purchases of virtual currency for individual game players, CIE is able to reliably estimate the period of time over which virtual currency is consumed. As such, CIE recognizes revenue using an item-based revenue model. Because CIE is unable to distinguish between the consumption of purchased or free virtual currency, CIE must estimate the amount of outstanding purchased virtual currency at each reporting period based on customer behavior. Based upon an analysis of the customers' historical play behavior, the timing difference between when virtual currencies are purchased by a customer and when those virtual currencies are consumed in gameplay is relatively short. CIE records within Other current liabilities the deferred revenue associated with its social and mobile games, and also records within Prepayments and other current assets the prepaid platform fees associated with this deferred revenue. As of December 31, 2015 and 2014 , CIE had deferred revenue associated with its social and mobile games of $3.9 million and $3.0 million , respectively, recorded within Other current liabilities on CGP LLC's Combined and Consolidated Balance Sheets. CIE also recorded within Prepayments and other current assets the prepaid platform fees associated with this deferred revenue, aggregating $1.2 million and $0.9 million at December 31, 2015 and 2014 , respectively. CIE continues to gather detailed customer play behavior and assesses this data in relation to its revenue recognition policy. To the extent the customer play behavior changes, CIE reassesses its estimates and assumptions used for revenue recognition. 15

CIE's games are played on various social and mobile third-party platforms for which such third parties collect monies from CIE's customers and pay CIE an amount after deducting a platform fee. CIE is the primary obligor with its customers, and under most of these arrangements, retains the ability to establish the pricing for its virtual currencies and assumes all credit risk with its customers. Based upon the above facts, CIE recognizes the majority of its revenues from its game-playing customers on a gross basis and related platform fees are recorded as a component of operating expense. Taxes collected from customers on behalf of governmental authorities are accounted for on a net basis and are not included in net revenues or operating expenses. WSOP and Online Real Money Gaming The majority of the World Series of Poker and non-US regulated online real money licensed gaming revenue is derived from licensing the WSOP and Caesars trade names to third parties for the use in regulated online real money gaming and social and mobile games, the licensing of the WSOP trade name, and television rights and sponsorship for the WSOP live tournaments. With respect to the licensing agreements, CIE's revenues are typically based upon a percentage of revenue earned by its licensees and the fees received from Caesars Entertainment for the WSOP live tournament events. CIE's license fee revenues generated from regulated online real money gaming are recognized as earned based on a contractually agreed upon percentage of the net gaming revenue. CIE believes that it is the agent in these transactions and therefore records the net licensing revenue derived from its licensees' net gaming revenue. Revenue related to the licensing of the WSOP trade name to third parties for the use in for social and mobile games is recognized based on an agreed percentage of the third parties' revenues through revenue sharing agreements. Media and sponsorship revenues related to WSOP live tournaments are recorded as earned generally over the initial broadcasting period of the WSOP live tournaments. Online real money gaming revenues are measured by the aggregate net difference between gaming wins and losses, with liabilities recognized for player deposits. Cash discounts and other cash incentives related to online real money gaming are recorded as a reduction to WSOP and online real money gaming revenues. Casino Properties and Developments Casino Revenues . Casino revenues are measured by the aggregate net difference between gaming wins and losses, with liabilities recognized for funds deposited by customers before gaming play occurs and for chips in the customers' possession. However, jackpots, other than the incremental amount of progressive jackpots, are recognized at the time they are won by customers. CGP LLC accrues the incremental amount of progressive jackpots as the progressive machine is played and the progressive jackpot amount increases, with a corresponding reduction of casino revenue. Food, Beverage, Rooms, and Other. Food, beverage, accommodations, and other revenues are recognized when services are performed. Advance deposits on rooms and advance ticket sales are recorded as customer deposits until services are provided to the customer. Sales taxes and other taxes collected from customers on behalf of governmental authorities are accounted for on a net basis and are not included in net revenues or operating expenses. The retail value of accommodations, food and beverage, and other services furnished to casino guests without charge is included in gross revenue and then deducted as promotional allowances. Platform Fees Platform fees relate to Caesars Interactive and consist of fees paid to third-party social and mobile platform providers. 96.4% and 92.6% of platform fees incurred for the years ended December 31, 2015 and 2014 , respectively, were paid to the top three platforms and 80.7% of platform fees incurred for the period from October 22 through December 31, 2013 were paid to the top two platforms. Other than the deferral of platform fees associated with deferred revenues, platform fees are expensed as incurred. Research and Development CIE incurs various direct costs in relation to the development of future social and mobile games applications and future online real money poker and gaming applications, along with costs to improve current social and mobile games. CIE evaluates research and development costs incurred to determine whether the costs relate to the development of software, and therefore are required to be capitalized, and have concluded that there are no capitalizable research and development costs related to the development of software for the periods presented herein. All other research and development costs are expensed as incurred. Research and development costs were $72.6 million , $60.1 million and $7.8 million for the years ended December 31, 2015 and 2014 and the period from October 22 16

through December 31, 2013 , respectively. Such amounts are included in Property, general, administrative and other within the Combined and Consolidated Statements of Operations. Advertising CGP LLC expenses the production costs of advertising the first time the advertising takes place. Advertising expense was $138.2 million , $116.4 million and $16.2 million for the years ended December 31, 2015 and 2014 and the period from October 22 through December 31, 2013 , respectively. Advertising expense is included in Property, general, administrative and other within the Combined and Consolidated Statements of Operations. Management Fees to Related Parties CGP LLC records management fees to related parties for properties which receive management services from Harrah's New Orleans Management Company, The Quad Manager, LLC, Bally's Las Vegas Manager, LLC, Cromwell Manager, LLC, PHW Manager, LLC, and Caesars Baltimore Management Company LLC. Prior to October 22, 2013, Planet Hollywood incurred charges for management fees by the property manager, PHW Manager, LLC, for services and recorded management fees to related parties. On October 21, 2013, CGP LLC purchased a 50% interest in the management fee revenues of PHW Manager, LLC. For the period ended October 22 through December 31, 2013 , management fees charged to, and payable by, Planet Hollywood have been offset by the 50% interest received from PHW Manager, LLC. On May 5, 2014, CGP LLC contributed the equity interests of PHWLV, and the 50% interest in the management fee revenues of PHW Manager, LLC to CGPH. Management fees were not allocated to Harrah's New Orleans, The LINQ Hotel & Casino, Bally's Las Vegas or The Cromwell for the year ended December 31, 2013 . Upon acquiring Harrah's New Orleans, The LINQ Hotel & Casino, Bally's Las Vegas and The Cromwell in May 2014, CGPH purchased a 50% interest in the management fee revenues of the Property Manager for each of the acquired properties. Following the acquisition, the acquired properties are allocated these management fees which are offset by the 50% interest received from the respective Property Manager. Management fees charged by Caesars Baltimore Management Company LLC, have commenced with the opening of Horseshoe Baltimore in August 2014. CGP LLC also holds a 50% interest in the management fee revenues of the property manager. Accordingly, management fees charged to Horseshoe Baltimore are offset by the 50% interest received from Caesars Baltimore Management Company. Stock-based Compensation Caesars Entertainment grants stock-based compensation awards in Caesars Entertainment common stock to certain employees that work for the management companies of CGP LLC's casino properties under the Caesars 2012 Performance Incentive Plan. Caesars Interactive grants stock-based compensation awards in Caesars Interactive common stock to its employees and service providers in accordance with the Caesars Interactive Entertainment, Inc. Amended and Restated Management Equity Incentive Plan (the "Plan"), which is intended to promote the interests of Caesars Interactive and its shareholders by providing key employees, directors, service providers and consultants with an incentive to encourage their continued employment or service and improve the growth and profitability of Caesars Interactive. The Plan provides for the Plan to be administered by the Human Resources Committee of the Board of Directors of Caesars Acquisition Company (the "Committee"). As a matter of policy, the exercise price of all options granted under the Plan has been determined by the Committee to ensure that the exercise price of options granted under the Plan complies with the requirement that such exercise price is not less than the fair market value of the underlying shares at the respective grant dates. Caesars Interactive has granted stock options and warrants, restricted shares, restricted stock units and management shares to its employees. These programs have been classified as either equity or liability-based instruments dependent on the terms and conditions of each of the awards. In February 2014, the Committee approved a liquidity plan, setting forth the terms and conditions upon which Caesars Interactive may elect to purchase, or cause to be purchased, CIE owned shares and/or shares underlying options, restricted stock units ("RSUs"), restricted stock or warrants (collectively, "deemed held shares") held by eligible individuals, from time to time, during the term of the plan, and providing the eligible individuals with a market for their CIE shares and/or deemed held shares (the "Liquidity Plan"). For accounting purposes, the provisions of the Liquidity Plan were deemed to modify the awards underlying the Plan. Effectively, CIE has determined to account for the subject stock options and warrants as if CIE has a conditional obligation to settle such options in cash at some future date pursuant to the Liquidity Plan. However, the Liquidity Plan is (i) fully at CIE's discretion, (ii) requires additional approval by the Human Resources Committee ("HRC") for all future purchases and (iii) makes no commitment that any specific employees will be permitted to participate in future shares or deemed share purchases, if any. As a result of this modification, all outstanding options and warrants granted under the Plan were modified to be accounted for as liability-classified awards at December 31, 2014. Equity-classified instruments were measured at their fair value at their date of grant and liability-classified instruments are remeasured at their 17

fair value at each reporting date for accounting purposes. A description of the components of these programs is provided in Note 15 — Stock-based Compensation and Employee Benefit Plans . Foreign Currency CIE transacts business in various foreign currencies. The functional currency of CIE's foreign operations is the U.S. dollar. Foreign exchange transaction gains and losses are included within Property, general, administrative and other in the Combined and Consolidated Statements of Operations. Income Taxes CGP LLC records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the expected future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. CGP LLC reduces the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on the more likely than not realization threshold. This assessment considers, among other matters, the nature, frequency, and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, CGP LLC's experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives. The effect on the income tax provision and deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The provision for income taxes for CGP LLC for the years ended December 31, 2015 and 2014 and for the period from October 22 through December 31, 2013 represents the income taxes from its corporate subsidiary, CIE, which is taxed as a corporation for federal, state and foreign income tax purposes. CGP LLC's provision for income taxes also includes the allocated income taxes from the consolidated Caesars Entertainment provision for income taxes for the period up to the date of acquisition by CGP LLC for the properties acquired from CEOC in May 2014. No provision for income taxes is reported for such properties subsequent to their May 2014 acquisitions by CGP LLC. No provision for income taxes is reported for properties within the Casino Properties and Developments business unit of CGP LLC that were acquired in 2013 as such properties are taxed as a partnership for federal and state income tax purposes whereby any income or losses were allocated to the CGP LLC owners and taxed by each owner. The provision for income taxes for CGP LLC differs from the expected federal tax rate of 35% primarily due to CGP LLC being a pass-through entity for US federal and state income tax purposes and thus, not subject to taxation for federal, state and foreign income tax. Note 2 — Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which amends the FASB Accounting Standards Codification ("ASC") and creates a new Topic 606, Revenue from Contracts with Customers . This guidance provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Existing industry guidance, including revenue recognition guidance specific to the gaming industry, will be eliminated. In addition, interim and annual disclosures will be substantially revised. The amendments in this guidance are effective for public entities for annual reporting periods beginning after December 15, 2016, including interim periods within those reporting periods. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date . The amendments in ASU No. 2015-14 defer the effective date of ASU 2014-09 for all entities by one year. Public business entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. CGP LLC is currently assessing the impact the adoption of this standard will have on its disclosures and results of operations. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40) , amending the existing requirements for disclosing information about an entity's ability to continue as a going concern. The new guidance will explicitly require management to assess an entity's ability to continue as a going concern and to provide related footnote disclosure in certain circ*mstances. The amendments in this guidance are effective for annual reporting periods ending after December 15, 2016, and interim periods thereafter. Early adoption is permitted. CGP LLC is currently assessing the impact the adoption of this standard will have on its disclosures. In January 2015, the FASB issued ASU No. 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items , as part of its initiative to reduce complexity in accounting standards. This ASU eliminates from U.S. GAAP the concept of extraordinary items as described in Subtopic 225-20, Income Statement - Extraordinary and Unusual 18

Items . The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2015, including interim periods within those reporting periods. The amendments may be applied prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. CGP LLC is currently assessing the impact the adoption of this standard will have on its disclosures. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis . The amendments affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the accounting standard by placing more emphasis on risk of loss when determining a controlling financial interest. A reporting organization may no longer have to consolidate a legal entity in certain circ*mstances based solely on its fee arrangement, when certain criteria are met. Further, the ASU reduces the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity ("VIE") and changes consolidation conclusions for public and private companies in several industries that typically make use of limited partnerships or VIEs. The ASU will be effective for periods beginning after December 15, 2015 for public companies. Early adoption is permitted, including adoption in an interim period. CGP LLC is currently assessing the impact the adoption of this standard will have on its disclosures and results of operations. In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. For public business entities, the amendments are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption of the amendments is permitted for financial statements that have not been previously issued. The amendments should be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. CGP LLC early adopted ASU No. 2015-03 during the quarter ended June 30, 2015 and has retrospectively applied the amendments. CGP LLC reclassified $14.5 million of unamortized debt issuance costs from Deferred charges and other assets to a direct deduction from the carrying amount of the debt liability in Long-term debt in its Consolidated Balance Sheets as of December 31, 2014. See Note 7 — Debt . In August 2015, the FASB issued ASU No. 2015-15, Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated With Line-of-Credit Arrangements , which clarifies the SEC staff's position that it would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement. Deferred financing costs related to line-of-credit arrangements remain in Deferred charges and other in CGP LLC's Consolidated Balance Sheets. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments , which eliminates the requirement that an acquirer retrospectively recognize measurement-period adjustments (which cannot exceed one year from the date of acquisition) made to provisional amounts recorded during the initial accounting for a business combination. Instead, an acquirer will recognize a measurement-period adjustment during the period in which the amount of the adjustment is determined. The entity must present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The ASU is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those years. Early adoption of the amendments is permitted for financial statements that have not yet been issued. The ASU is applied prospectively to adjustments to provisional amounts that occur after the effective date. CGP LLC is currently assessing the impact the adoption of this standard will have on its disclosures and results of operations. In November 2015, the FASB issued ASU No. 2015-17 , Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes , requiring deferred tax assets and liabilities, along with any related valuation allowance, to be classified as noncurrent in a classified statement of financial position. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. The amendments in this guidance are effective for annual periods beginning after December 15, 2016, and interim periods within those years for public business entities and fiscal years beginning after December 15, 2017, and interim periods within fiscal years beginning after December 15, 2018 for entities other than public business entities. Early adoption is permitted as of the beginning of an interim or annual reporting period. The guidance may be applied either prospectively, for all deferred tax liabilities and assets, or retrospectively to all periods presented. CGP LLC has early adopted ASU No. 2015-17 during the quarter ended December 31, 2015 and has retrospectively applied the amendments. CGP LLC reclassified $4.9 million of deferred tax assets and $1.6 million of deferred tax liabilities from current liabilities to noncurrent in CGP LLC's Consolidated Balance Sheet as of December 31, 2014. See Note 10 — Income Taxes . In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities , which primarily affects the accounting for equity investments that do not result in 19

consolidation and are not accounted for under the equity method, presentation of changes in the fair value of financial liabilities measured under the fair value option, and the presentation and disclosure requirements for financial instruments. The ASU also clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. The ASU is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those years. For all other entities, the amendments in ASU 2016-01 are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Entities can early adopt certain provision of ASU 2016-01. CGP LLC is currently assessing the impact the adoption of this standard will have on CGP LLC's disclosures and results of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which requires recognizing lease assets and lease liabilities on the balance sheet and disclosing key quantitative and qualitative information about leasing arrangements. Generally, leases with terms of 12 months or less will not be required to be recognized on the balance sheet. The new standard requires the recognition and measurement of leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. For public business entities, the ASU will be effective for fiscal years beginning after December 15, 2018, and interim periods within those years. Early adoption is permitted. CGP LLC is currently assessing the impact the adoption of this standard will have on CGP LLC’s financial statements. Note 3 — Development, Acquisition and Divestiture Activity Interactive Entertainment Acquisition of Pacific Interactive On February 13, 2014, CIE acquired 100% of the voting and economic interest in Pacific Interactive UK Limited ("Pacific Interactive"), a company based in the United Kingdom. Aggregate consideration was $51.8 million , including CIE's preliminary estimate of $30.5 million in contingent consideration. Pacific Interactive is the operator of House of Fun Slots , which is among the leading social and mobile casino-themed games on Facebook, iOS, and Android platforms. Similar to CIE's legacy games, Pacific Interactive offers its games under a "free-to-play" model in which users can download and play the game for free, but are charged for additional game coins and other virtual consumable goods. The February 2014 purchase price of Pacific Interactive was allocated based upon estimated fair values of the assets acquired and liabilities assumed, with the excess of estimated fair value over net tangible and intangible assets acquired recorded as goodwill. CIE estimated the fair value of the assets acquired and liabilities assumed based upon consideration of the cost, income and market approaches to fair value, as appropriate, and sought the assistance of an independent valuation firm. As part of the business combination, CIE acquired intangible assets. The fair value methodology used to value the established user base and developed software followed a replacement cost method. As such, the fair value of the established user base was based on the cost to recreate those assets using the means of advertising typically employed by CIE to market its games to potential users. The fair value of the developed software was based on the cost to recreate the developed software using the research and development spend incurred as of the transaction date in relation to this software. The fair value of the developed game was based on a multi-period excess earnings method, which is an application of the discounted cash flow method and computes the present value of after-tax cash flows attributable to the associated future income stream. CIE estimated appropriate rates of return for the various asset classes by considering the risk of each specific asset class relative to the overall risks of the business. The required rates of return are lowest for net working capital, higher for fixed assets and intangible assets and highest for goodwill. •

The rate of return on net working capital assumes market participants would require a return on working capital similar to debt returns. CIE assumed that immaterial levels of net working capital are necessary to operate Pacific Interactive in light of the short cash collection cycle.

•

The rate of return on fixed assets was estimated to be 7.0% , which assumes that these assets would be financed primarily by debt financing.

•

CIE estimated discount rates on intangible assets to be 24.0% based on the relative risk profiles of these assets as compared to that of the overall business.

•

Goodwill was computed on a residual basis. The implied rate of return on goodwill was 30.0% , which accounts for the additional risk inherent in the asset's unidentifiable nature.

Intangible assets acquired consisted of developed games, valued at $39.0 million with an estimated useful life of 5 years , an established user base valued at $9.3 million with an estimated life of 2.5 years , and developed software valued at $1.6 million with a life of 5 years . The goodwill is attributed to the workforce of Pacific Interactive and the significant synergies expected subsequent to the acquisition. Based on management's estimates, CIE recorded the purchase price allocation in the first 20

quarter of 2014 as follows: Purchase Price Allocation in First Quarter of 2014

(In millions) Total current assets Non-current assets Goodwill Intangible assets other than goodwill

6.3 0.1 7.9 49.9 64.2 (12.4) (30.5)

Total liabilities Contingent consideration $

Net assets acquired

21.3

From February 13, 2014 (the acquisition date) through December 31, 2014 , Pacific Interactive generated $80.3 million of net revenues and had a net loss of $23.2 million . Prior to the acquisition, Pacific Interactive maintained its books and records in accordance with United Kingdom statutory requirements, which do not require certain significant estimates that would be required under US GAAP. The preparation of pro-forma information requires significant estimates and assumptions around the measurement of revenue under US GAAP that would be impossible to determine on an objective basis. As such, the presentation of pro-forma information for this acquisition is impracticable. Loss from Discontinued Operations, Net of Income Tax In June 2014, CIE concluded that effective August 2014, it would suspend operations of CIE RMG BEL, LLC, an indirectly wholly owned subsidiary in Minsk, Belarus. As a result, CIE recorded an impairment of $15.5 million in the second quarter of 2014. In the third quarter of 2014, CIE settled its accrued contingent consideration liability for $4.5 million and recognized a gain of $1.4 million on the final disposition of the entity. CGP LLC has presented the operations of CIE RMG BEL, LLC as discontinued operations in CGP LLC's Combined and Consolidated Statements of Operations. Casino Properties and Development Baltimore, Maryland Development In October 2012, Caesars Entertainment entered into definitive agreements with investors associated with Rock Gaming Mothership LLC, CVPR Gaming Holdings, LLC, STRON-MD Limited Partnership, and PRT Two, LLC, to form a joint venture to build and own the Horseshoe Baltimore casino. Pursuant to such definitive agreements, Caesars Entertainment committed to contribute a maximum of $78.0 million in capital to the joint venture, $17.7 million of which had previously been contributed for the purpose of developing and constructing the casino. In October 2012, CBAC Gaming, LLC, ("CBAC") an indirectly-held subsidiary of CGP LLC entered into a lease agreement with the City of Baltimore, Maryland to lease vacant real property for the gaming facility in Baltimore, Maryland. In connection with the execution of the lease, CBAC also entered into a Land Disposition Agreement (the "LDA") with the City of Baltimore to acquire real property for the purpose of demolishing existing improvements and, thereafter, developing and operating a parking garage immediately adjacent to the casino entertainment facility. The total purchase price for this real property is approximately $5.9 million . Pursuant to the Maryland Joint Venture definitive agreements, capital calls were made to all members in April 2013 and June 2013 for an aggregate amount of $73.3 million to fund the ongoing development activities and capitalization requirements for financing of the joint venture. In accordance with CGP LLC's ownership interests in the Maryland Joint Venture, its portion of the capital contribution amounted to an aggregate total of approximately $38.0 million , which was paid by Caesars Entertainment and was recorded as a capital contribution within Additional paid-in capital on the Combined and Consolidated Statements of Stockholders' Equity. In February 2014, CGP LLC's joint venture with Rock Gaming LLC, who is the majority member of CR Baltimore Holdings, sold a portion of its interest in CBAC Gaming LLC to an existing joint venture partner of CBAC Gaming, Caves Valley Partners ("CVP"). CGP LLC received proceeds of $12.8 million from the sale. In accordance with the transaction agreement, dated as of October 21, 2013, among Caesars Acquisition Company, Caesars Growth Partners, LLC, Caesars Entertainment Corporation, HIE Holdings, Inc., Harrah's BC, Inc., PHW Las Vegas, LLC, PHW Manager, LLC, Caesars Baltimore Acquisition Company, LLC and Caesars Baltimore Management Company, LLC, at or promptly following the closing of the sale of CGP LLC's interest in CBAC Gaming, CGP LLC was obligated to pay CEC the $12.8 million proceeds received. During 2015, CGP LLC paid CEC the $12.8 million proceeds received. Following the closing of the sale, CGP LLC maintained its 58.5% ownership of CRBH, while CRBH reduced its ownership of CBAC Gaming to approximately 69.9% , resulting in a decline of CGP LLC's indirect ownership in CBAC Gaming to approximately 40.9% . 21

As of both December 31, 2015 and 2014 , STRON-MD Limited Partnership holds 4.8% of the Horseshoe Baltimore joint venture. Their non-controlling interest contains an embedded put feature that may cause us, at any time, to purchase all of STRON-MD Limited Partnership's interest in Horseshoe Baltimore either at cost prior to the commencement of the planned casino's operations, or at fair market value after the commencement of operations. For accounting purposes, their ownership interest is presented as redeemable non-controlling interest presented outside of permanent equity on the Consolidated Balance Sheets (see Note 9 — Equity and Non-controlling Interests for the changes in the carrying amount of redeemable non-controlling interest). Note 4 — Land, Property and Equipment, net Land, property and equipment, net consists of the following: December 31, (In millions)

2015

Land and land improvements

2014 1,081.3

Building and improvements Furniture, fixtures and equipment Construction in progress

Less: accumulated depreciation

1,087.7

1,361.9

1,263.9

662.5

478.9

5.7

129.6

3,111.4

2,960.1

(535.0) $

Land, property and equipment, net

2,576.4

(391.9) $

2,568.2

Depreciation expense for property and equipment is reflected in Depreciation and amortization in the Combined and Consolidated Statements of Operations. For the years ended December 31, 2015 and 2014 and the period from October 22 through December 31, 2013 , aggregate depreciation expense was $136.3 million , $101.5 million and $13.7 million , r espectively. Amortization expense related to other items included within Depreciation and amortization in the Combined and Consolidated Statements of Operations totaled $2.6 million , $2.2 million and $0.2 million for the years ended December 31, 2015 and 2014 and the period from October 22 through December 31, 2013 , respectively. CGP LLC capitalized interest of $6.5 million , $22.7 million and $3.5 million for the years ended December 31, 2015 and 2014 and the period from October 22 through December 31, 2013 , respectively, primarily associated with The Cromwell, The LINQ Hotel & Casino and Horseshoe Baltimore development and construction projects. During the years ended December 31, 2015 and 2014 and the period from October 22 through December 31, 2013 , capital expenditures net of related payables were $174.5 million , $568.3 million and $42.6 million , respectively, primarily related to construction at The LINQ Hotel & Casino, Horseshoe Baltimore and The Cromwell. Capital expenditures net of related payables for The LINQ Hotel & Casino were $112.0 million and $111.8 million , respectively, for the years ended December 31, 2015 and 2014 . Capital expenditures net of related payables for Horseshoe Baltimore was $258.6 million for the year ended December 31, 2014. Capital expenditures net of related payables for The Cromwell was $139.0 million for the year ended December 31, 2014 . The renovation of The LINQ Hotel & Casino was substantially completed and available to guests in early May 2015. Horseshoe Baltimore opened in August 2014. The Cromwell's gaming floor opened in April 2014 and its 188 hotel rooms became available to guests starting in May 2014. An immaterial amount of impairment of property and equipment was recognized by CGP LLC for the periods presented in the accompanying Combined and Consolidated Statements of Operations. Note 5 — Goodwill and Other Intangible Assets The changes in the carrying amount of goodwill were as follows: As of January 1, 2014

(In millions) Gross goodwill

Accumulated impairment Total

1,242.6

Acquisitions $

13.6

(793.4) $

449.2

Impairment $

— $

13.6

—

(162.8) $

As of December 31, 2014

Reclassification

(162.8)

(0.3)

— $

(0.3)

1,255.9 (956.2)

299.7

As of December 31, 2014

(In millions) Gross goodwill

1,255.9

Accumulated impairment

2.8

(956.2) $

Total

299.7

As of December 31, 2015

Acquisitions $

1,258.7

— $

2.8

(956.2) $

302.5

No impairment charges were recognized during the year ended December 31, 2015 and during the period from October 22 through December 31, 2013 . During 2014 , a decline in performance and downward adjustments to expectations of future performance at Bally's Las Vegas resulted in an impairment charge of $147.5 million . Additionally, CGP LLC recognized an impairment of $15.3 million in goodwill for the year ended December 31, 2014 recognized in Loss from discontinued operations on its Combined and Consolidated Statements of Operations, see Note 3 — Development, Acquisition and Divestiture Activity , Loss from Discontinued Operations, Net of Income Tax . Gross Carrying Value and Accumulated Amortization of Intangible Assets Other Than Goodwill The following table provides the gross carrying amount and accumulated amortization for each major class of intangible asset other than goodwill: December 31, 2015

(Dollars in millions)

Weighted Average Remaining Useful Life (in years)

Gross Carrying Amount

December 31, 2014

Net Carrying Amount

Accumulated Amortization

Gross Carrying Amount

Net Carrying Amount

Accumulated Amortization

Amortizing intangible assets Developed technology

2.7

Customer relationships / user base

6.5

235.4

86.1

(162.8)

(48.9)

72.6

235.4

(144.7)

90.7

Gaming rights

8.5

45.8

(21.8)

24.0

45.8

(19.0)

26.8

Other intangible assets

6.8

8.6 $

375.9

37.2

(2.9)

5.7

(236.4)

139.5

85.8

8.6 $

375.6

(31.6)

54.2

(2.1)

6.5

(197.4)

178.2

Non-amortizing intangible assets Trade name

98.7

Baltimore gaming license

22.5

121.2

Intangible assets other than goodwill, net

260.7

98.7

299.4

The aggregate amortization expense for those intangible assets that are amortized is reflected in Depreciation and amortization in the Combined and Consolidated Statements of Operations. For the years ended December 31, 2015 and 2014 and for the period from October 22 through December 31, 2013 , there was $39.0 million , $39.3 million and $7.2 million of amortization expense, respectively. Estimated annual amortization expense for the years ending December 31, 2016, 2017, 2018, 2019, 2020 and thereafter is $31.8 million , $29.5 million , $25.7 million , $15.8 million , $15.8 million and $20.9 million , respectively. No impairment charges for amortizing intangible assets were recorded for the years ended December 31, 2015 and 2014 and for the period from October 22 through December 31, 2013 . 23

Note 6 — Accrued Expenses Accrued expenses consisted of the following: December 31, (In millions)

2015

Contingent consideration (1)

2014 —

66.0

Payroll and other compensation

49.2

45.1

Deferred revenue, deposits and customer funds liability, including advance hotel deposits

46.7

32.3

Accrued non-income taxes

15.8

20.9

Chip and token liability

7.4

9.6

Share-based payment obligations

5.0

15.0

Progressive liability

4.6

3.9

Insurance claims and reserves Other accruals $

Total Accrued expenses

3.8

3.9

45.7

41.2

178.2

237.9

_________________________ (1)

Contingent consideration related to acquisitions (See Note 3 — Development, Acquisition and Divestiture Activity and Note 11 — Fair Value Measurements ).

Note 7 — Debt The following table presents CGP LLC's outstanding third-party debt as of December 31, 2015 and 2014 .

(Dollars in millions) Secured debt Caesars Growth Properties Holdings Revolving Credit Facility (1)

Final Maturity

Interest Rates at December 31, 2015

2019

variable

Book Value at December 31,

Face Value at December 31, 2015

45.0

2015

2014

45.0

—

Caesars Growth Properties Holdings Term Loan

2021

6.25%

1,157.4

1,125.7

1,132.5

Caesars Growth Properties Holdings Notes

2022

9.375%

675.0

660.3

658.7

2019 - 2020

8.25% - 8.75%

327.3

315.0

315.6

Cromwell Credit Facility

2019

11.00%

174.6

169.2

178.0

Capital lease obligations

2016 - 2017

various

1.2

3.9

2018

8.00%

4.7

3.8

3.6

Horseshoe Baltimore Credit and FF&E Facilities

Other financing obligations Unsecured debt Special Improvement District Bonds

2037

5.30%

14.1

14.5

Other financing obligations

2016

various

3.0

4.5

2,402.3

2,337.3

2,311.3

Total debt Current portion of total debt

(69.7) $

Long-term debt

2,332.6

(69.7) $

2,267.6

(19.6) $

2,291.7

______________________________________________ (1)

Variable interest rate calculated as LIBOR plus 5.25%

As of December 31, 2015 , the face value of CGP LLC's annual maturities of outstanding third-party debt were as follows: (In millions)

Annual Maturity of Outstanding Third-Party Debt

Year 2016 2017 2018 2019 2020 Thereafter Total outstanding third-party debt

69.7 20.7 25.3 200.7 300.3 1,785.6

2,402.3

CGP LLC has early adopted ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs , during the quarter ended June 30, 2015 and reclassified $14.5 million of unamortized debt issuance costs from Deferred charges and other assets to a direct deduction from the carrying amount of the debt liability in Long-term debt in CGP LLC’s Consolidated Balance Sheets as of December 31, 2014. See Note 2 — Recently Issued Accounting Pronouncements . Caesars Growth Properties Holdings Term Facility The purchase price of the acquisition of The Cromwell, The LINQ Hotel & Casino, Bally’s Las Vegas, 50% of the ongoing management fees and any termination fees payable for each of these properties, and certain intellectual property that is specific to each of these properties was funded by CGPH with cash contributed by CGP LLC and the proceeds of $700.0 million of term loans (the "First Closing Term Loan"). CGPH closed on the First Closing Term Loan on May 5, 2014. CGPH repaid in full the First Closing Term Loan in connection with the Second Closing as discussed in Escrow Release below. Caesars Growth Properties Holdings Senior Secured Credit Facility On May 8, 2014, CGPH closed on the $1.175 billion term loan pursuant to a First Lien Credit Agreement among Caesars Growth Properties Parent, LLC ("Parent"), the Borrower, the lenders party thereto, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (the "Administrative Agent"), and Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., UBS Securities LLC, J.P Morgan Securities LLC, Morgan Stanley & Co. LLC, Macquarie Capital (USA) Inc. and Nomura Securities International, Inc., as Co-Lead Arrangers and Bookrunners (the "Credit Agreement"). CGPH used $476.9 million of the net proceeds from the CGPH Term Loan to repay all amounts outstanding under the Planet Hollywood Loan Agreement (as defined below) and recognized $23.8 million loss on early extinguishment of debt. The proceeds were also used to fund the Acquired Properties Transaction and the Harrah's Transaction (collectively, the "Asset Purchase Transactions"). The Harrah's Transaction refers to CGPH's May 20, 2014 acquisition through one or more subsidiaries of (i) Harrah’s New Orleans, (ii) 50% of the ongoing management fees and any termination fees payable under the Louisiana property management agreement entered between a Property Manager and the owners of Harrah's New Orleans and (iii) certain intellectual property that is specific to Harrah's New Orleans. The Credit Agreement also provides for a $150.0 million revolving credit agreement (the "Revolving Credit Facility"), which was undrawn at the closing of the CGPH Term Loan. As of December 31, 2015 , $45.0 million of borrowings were outstanding under the Revolving Credit Facility and $0.1 million was committed to outstanding letters of credit. Borrowings under the Revolving Credit Facility are each subject to separate note agreements executed based on the provisions of the Credit Agreement, and each note has a contractual maturity of less than one year. The Revolving Credit Facility has a contractual maturity of greater than one year and CGPH has the ability to repay the outstanding principal balances beyond the next 12 months. Amounts borrowed under the Revolving Credit Facility are intended to satisfy short-term liquidity needs and are classified in Current portion of long-term debt in the Consolidated Balance Sheets. On January 21, 2016, CGPH drew an additional $15.0 million of borrowings on its $150.0 million Revolving Credit Facility. Pursuant to an escrow agreement, dated as of May 8, 2014, among US Bank National Association, as escrow agent and securities intermediary, the Administrative Agent and the Borrower, the Borrower deposited the gross proceeds of the CGPH Term Loan, together with additional amounts necessary to repay the First Closing Term Loan, if applicable, into a segregated escrow account until the escrow conditions were satisfied on May 20, 2014. Borrowings under the CGPH Term Loan bear interest at a rate equal to, at the Borrower’s option, either (a) the London Inter-Bank Offered Rate ("LIBOR") determined by reference to the costs of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a floor of 1.00% in the case of term loans or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50% , (ii) the prime rate as determined by the Administrative Agent under the Credit Agreement and (iii) the one-month adjusted LIBOR rate plus 1.00% , in each case plus an applicable margin. Such applicable margin shall be 5.25% per annum for LIBOR Loans and 4.25% per annum for base rate loans, subject to step downs with respect to the revolving loans based on CGPH’s senior secured leverage ratio. In addition, on a quarterly basis, CGPH is required to pay each lender under the Revolving Credit Facility a commitment fee in respect of any unused commitments under the Revolving Credit Facility, which is subject to a leverage based pricing grid. CGPH is also required to pay customary agency fees as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for LIBOR borrowings on the dollar equivalent of the daily stated amount of outstanding letters of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges and a fronting fee in an amount equal to 0.125% of the daily stated amount of such letter of credit. As of December 31, 2015 and 2014 , the book value of the CGPH Term Loan was presented net of the unamortized discount of $27.0 million and $31.2 million , respectively, and net of unamortized debt issuance costs of $4.7 million and $5.4 million , respectively. The effective interest rate was 6.86% as of both December 31, 2015 and 2014 . 25

The CGPH Term Loan is guaranteed by the Parent and the material, domestic wholly-owned subsidiaries of CGPH (subject to exceptions), and is secured by a pledge of the equity interest of CGPH directly held by the Parent and substantially all of the existing and future property and assets of CGPH and the subsidiary guarantors (subject to exceptions). The CGPH Term Loan includes negative covenants, subject to certain exceptions, restricting or limiting CGPH's ability and the ability of its restricted subsidiaries to, among other things: (i) incur additional debt or issue certain preferred shares; (ii) pay dividends on or make distributions in respect of their capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create liens on certain assets to secure debt; (vi) consolidate, merge, sell, or otherwise dispose of all or substantially all of their assets; (vii) enter into certain transactions with their affiliates and (viii) designate their subsidiaries as unrestricted subsidiaries. The CGPH Term Loan also contains customary affirmative covenants and customary events of default, subject to customary or agreed-upon exceptions, baskets and thresholds (including equity cure provisions). The CGPH Term Loan requires that CGPH maintains a senior secured leverage ratio ("SSLR") of no more than 6.00 to 1.00 , which is the ratio of first lien senior secured net debt to earnings before interest, taxes, depreciation and amortization, adjusted as defined ("CGPH Adjusted EBITDA"). As of December 31, 2015 , CGPH's SSLR was 3.11 to 1.00 . As of December 31, 2015 and 2014 , the assets of Harrah’s New Orleans, Bally’s Las Vegas, Planet Hollywood and The LINQ Hotel & Casino were pledged as collateral for the CGPH Term Loan. Caesars Growth Properties Holdings Notes Issuers issued $675.0 million aggregate principal amount of 9.375% second-priority senior secured notes due 2022 pursuant to an indenture dated as of April 17, 2014, among the Issuers and US Bank National Association, as trustee. The Issuers deposited the gross proceeds of the offering of the notes, together with additional amounts necessary to redeem the notes, if applicable, into a segregated escrow account until the escrow conditions were satisfied on May 20, 2014. As of December 31, 2015 and 2014 , the book value of the 2022 Notes (as defined below) was presented net of the unamortized discount of $12.9 million and $14.3 million , respectively, and net of unamortized debt issuance costs of $1.8 million and $2.0 million , respectively. The effective interest rate was 9.84% as of both December 31, 2015 and 2014 . The 2022 Notes are secured by substantially all of the existing and future property and assets of CGPH and the subsidiary guarantors (subject to exceptions). The 2022 Notes include negative covenants, subject to certain exceptions, restricting or limiting CGPH's ability and the ability of its restricted subsidiaries to, among other things: (i) incur additional debt or issue certain preferred shares; (ii) pay dividends on or make distributions in respect of their capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create liens on certain assets to secure debt; (vi) consolidate, merge, sell, or otherwise dispose of all or substantially all of their assets; (vii) enter into certain transactions with their affiliates and (viii) designate their subsidiaries as unrestricted subsidiaries. The 2022 Notes also contain customary affirmative covenants and customary events of default, subject to customary or agreed-upon exceptions, baskets and thresholds (including equity cure provisions). As of December 31, 2015 and 2014 , the assets of Harrah’s New Orleans, Bally’s Las Vegas, Planet Hollywood and The LINQ Hotel & Casino were pledged as collateral for the 2022 Notes. Registration Rights Agreement. In connection with the issuance of the 2022 Notes, the Issuers were subject to a registration rights agreement that required CGPH to use its commercially reasonable efforts to prepare, to cause to be filed with the Securities and Exchange Commission, and to become effective on or prior to April 17, 2015, a registration statement with respect to the 2022 Notes, which were originally issued pursuant to Rule 144A of the Securities Act of 1933, as amended (the "Initial 2022 Notes"). Accordingly, CGPH filed a registration statement on Form S-4 (the "Registration Statement") on March 30, 2015 and Amendments to such Registration Statement on May 18, 2015 and May 29, 2015. The Registration Statement was declared effective on June 26, 2015 (the "Effective Date"). Since the Effective Date was not on or prior to April 17, 2015, CGPH incurred additional interest on the 2022 Notes of 0.25% annually beginning April 18, 2015, which increased to 0.50% annually from July 18, 2015 until the consummation of the exchange offer on July 28, 2015. Upon the consummation of the exchange offer, the Initial 2022 Notes that were exchanged were replaced with new notes (the "Exchange Notes" and, together with the Initial 2022 Notes, the "2022 Notes"), whose terms are substantially identical to that of the Initial 2022 Notes, except that the Exchange Notes have no transfer restrictions or registration rights. The 2022 Notes are co-issued by the Issuers, as well as jointly and severally, irrevocably and unconditionally guaranteed by CGPH and each of its wholly-owned, domestic, restricted subsidiaries on a senior secured basis (other than Finance). In addition, CGPH is a holding company that owns no operating assets and has no significant operations independent of its subsidiaries. 26

Escrow Release In connection with the Second Closing, CGPH repaid in full the $700.0 million First Closing Term Loan and the $476.9 million senior secured term loan of PHWLV. The purchase price of the Second Closing and the repayment of the debt noted in the prior sentence were funded by the Borrower with the proceeds of the 2022 Notes and CGPH Term Loan of the Borrower, which were previously held in escrow. The Issuers were, prior to the release of such proceeds from escrow, not in compliance with the covenant in the indenture governing the 2022 Notes stating that they will not own, hold or otherwise have any interest in any assets other than the escrow account and cash or cash equivalents prior to the expiration of the Escrow Period (as defined in the indenture governing the 2022 Notes). Upon the release of the proceeds of the 2022 Notes from escrow, the Issuers cured such default. Intercreditor Agreement and Collateral Agreements On May 20, 2014, intercreditor and collateral agreements were entered into which establish the subordination of the liens securing the 2022 Notes to the liens securing first priority lien obligations and secures the payment and performance when due of all of the obligations under the 2022 Notes and the $1.325 billion senior secured credit facilities (the "Senior Secured Credit Facilities"), which consist of the CGPH Term Loan and the Revolving Credit Facility, the related guarantees and the security documents. Subject to the terms of the security documents, CGPH (the "Borrower") (or issuers, as applicable) and the subsidiary guarantors have the right to remain in possession and retain exclusive control of the collateral securing the 2022 Notes and the Senior Secured Credit Facilities (other than certain assets and obligations), to freely operate the collateral and to collect, invest and dispose of any income therefrom. Planet Hollywood Amended and Restated Loan Agreement In connection with the 2010 acquisition of Planet Hollywood and the related assumption of debt, Planet Hollywood entered into the Amended and Restated Loan Agreement (the "Planet Hollywood Loan Agreement") with Wells Fargo Bank, N.A., as trustee for The Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2007- TFL2. On October 26, 2011, Planet Hollywood exercised its option to extend the Planet Hollywood senior secured loan to 2013. On December 5, 2013 the loan maturity was again extended to April 2015. This loan was secured by the assets of PHWLV, LLC. In May 2014, the $476.9 million senior secured term loan of PHWLV was paid in full. CGP LLC recognized a $23.8 million loss on extinguishment of the Planet Hollywood senior secured loan. Horseshoe Baltimore Credit and FF&E Facilities CBAC, a joint venture among Caesars Baltimore Investment Company, LLC, Rock Gaming Mothership LLC, CVPR Gaming Holdings, LLC, STRON-MD Limited Partnership and PRT Two, LLC, entered into the Baltimore Credit Facility in July 2013 in order to finance the acquisition of land in Baltimore, Maryland and the construction of the Horseshoe Baltimore and a parking garage (collectively, the "Baltimore Development"). The Baltimore Credit Facility provides for (i) a $300.0 million senior secured term facility with a seven-year maturity, which is comprised of a $225.0 million facility that was funded on July 2, 2013 upon the closing of the Baltimore Credit Facility, a $37.5 million delayed draw facility available from the closing of the Baltimore Credit Facility that was fully drawn in June 2014 and a $37.5 million delayed draw facility that was drawn by $10.0 million in September 2014, $17.0 million in October 2014 and $10.5 million in November 2014 and (ii) a $10.0 million senior secured revolving facility with a five-year maturity that remained undrawn at December 31, 2015. The Baltimore Credit Facility is secured by substantially all material assets of CBAC and its wholly-owned domestic subsidiaries. For the Baltimore Credit Facility, borrowings bear interest at a rate equal to the then current adjusted LIBOR or at a rate equal to the alternate base rate, in each case, plus an applicable margin of 7.00% . The adjusted LIBOR is equal to the greater of (i) 1.25% and (ii) the LIBOR in effect for such interest period. In addition, on a quarterly basis, CBAC is required to pay each lender (i) a 0.50% commitment fee in respect any unused commitments under the revolving credit facility, (ii) a 0.125% fronting fee in respect of the aggregate face amount outstanding letters of credit under the revolving credit facility and (iii) a 2.25% commitment fee in respect of unfunded commitments under the delayed draw facility until termination of such commitments. As of December 31, 2015 and 2014 , the book value of the Baltimore Credit Facility was presented net of the unamortized discount of $7.9 million and $9.2 million net of unamortized debt issuance costs of $4.4 million and $5.2 million , respectively. The effective interest rate was 9.77% as of both December 31, 2015 and 2014 . In connection with the foregoing, Caesars Baltimore Investment Company, LLC and the other joint venture partners each provide, on a several and not joint basis, a completion guarantee with respect to the Baltimore Development, which guarantees completion of the construction of the Baltimore Development, availability of contemplated working capital and the discharge, bonding or insuring over of certain liens in connection with the Baltimore Development. The maximum liability of Caesars Baltimore Investment Company, LLC under its completion guarantee at December 31, 2014 representing fair value was approximately $9.1 million and was recorded as Payables to related parties and Restricted cash on the Consolidated Balance 27

Sheet of CGP LLC. During the year ended December 31, 2015 , the restrictions on cash set aside for this guarantee were released and the balance of $9.1 million was paid to CEOC. As of December 31, 2015 and 2014 , the assets of Horseshoe Baltimore were pledged as collateral for the Baltimore Credit Facility. The Baltimore Credit Facility contains customary affirmative covenants, subject to certain exceptions, requiring CBAC to, among other things, deliver annual and quarterly financial statements (following the commencement of operations of the Baltimore Development), annual budgets, construction progress reports and other notices, maintain its properties, maintain its books and records, maintain insurance, use commercially reasonable efforts to maintain a public rating for the term loans and comply with laws and material contracts. The Baltimore Credit Facility contains customary negative covenants, subject to certain exceptions, restricting or limiting the ability of CBAC to, among other things, dispose of its assets and change its business or ownership, consummate mergers or acquisitions, make dividends, stock repurchases and optional redemptions of subordinated debt, incur debt and issue preferred stock, make loans and investments, create liens on its assets and enter into transactions with affiliates. In addition, the Baltimore Credit Facility includes a covenant prohibiting the senior secured leverage ratio from exceeding 7.5 to 1.0 for the first four quarters, 6.0 to 1.0 for the next four quarters and 4.75 to 1.0 for the remainder of the agreement beginning two quarters after the commencement of operations of the Baltimore Development. Commencement of operations is defined to occur when certain conditions as defined in the credit agreement are met, which occurred during the quarter ended June 30, 2015. Concurrently with the closing of the Baltimore Credit Facility, CBAC entered into an equipment financing term loan facility for up to $30.0 million (the "Baltimore FF&E Facility"). Under the Baltimore FF&E Facility, CBAC may use funds from the facility to finance or reimburse the purchase price and certain related costs of furniture, furnishings and equipment to be used in the Baltimore Development. Proceeds of the Baltimore FF&E Facility will also be available to refinance the purchase price of FF&E purchased with other amounts available to CBAC. The Baltimore FF&E Facility will mature in 2019. CBAC drew down $20.0 million from this facility in November 2014 and the remaining $10.0 million in December 2014. For the Baltimore FF&E Facility, the loan bears interest at a floating rate per annum equal to the adjusted LIBOR plus 7.5% . The adjusted LIBOR will be determined by the Administrative Agent and will equal to the greater of (i) the LIBOR in effect for such interest period multiplied by statutory reserves and (ii) 1.25% . The Baltimore FF&E Facility has covenants and events of default substantially consistent with the Baltimore Credit Facility, and other restrictive covenants customary for FF&E facilities of this type. Management believes that CGP LLC is in compliance with the Baltimore Credit Facility and Baltimore FF&E Facility covenants as of December 31, 2015 . Cromwell Credit Facility In November 2012, Corner Investment Propco, LLC ("PropCo"), a wholly-owned subsidiary of The Cromwell, entered into a $185.0 million , seven-year senior secured credit facility bearing interest at LIBOR plus 9.75% with a LIBOR floor of 1.25% (the "Cromwell Credit Facility") to fund the renovation of the former Bill's Gamblin' Hall and Saloon into a boutique lifestyle hotel, rebranded as The Cromwell. The renovation included a complete remodeling of the guest rooms, casino floor and common areas, the addition of a second floor restaurant, and the construction of an approximately 65,000 square foot rooftop pool and dayclub/nightclub. The Cromwell owns the property and the dayclub/nightclub is leased to a third party. The proceeds of the Cromwell Credit Facility were funded during the fourth quarter of 2012 and are included as Restricted cash on the Consolidated Balance Sheets until drawn to pay for costs incurred in the renovation. The Cromwell’s gaming floor opened on April 21, 2014 and its 188 hotel rooms became available to guests starting on May 21, 2014. As of December 31, 2015 and 2014 , the book value of the Cromwell Credit Facility was presented net of the unamortized discount of $3.8 million and $4.6 million , respectively, and net of unamortized debt issuance costs of $1.6 million and $1.9 million , respectively. The effective interest rate was 11.92% and 11.90% as of December 31, 2015 and 2014 , respectively. The Cromwell Credit Facility also contains certain affirmative and negative covenants and requires PropCo to maintain, for the quarters ended December 31, 2014 and March 31, 2015, at least $7.5 million in consolidated EBITDA from PropCo, including the third-party leased dayclub/nightclub operations (the "Consolidated PropCo EBITDA"). Beginning in the second quarter of 2015 and continuing through the first quarter of 2016, the Cromwell Credit Facility requires PropCo to maintain a SSLR of no more than 5.25 to 1.00 , which is the ratio of PropCo's first lien senior secured net debt to Consolidated PropCo EBITDA. The SSLR from the second quarter of 2016 through the first quarter of 2017 may not exceed 5.00 to 1.00 . The SSLR beginning in the second quarter of 2017 and for each fiscal quarter thereafter may not exceed 4.75 to 1.00 . As of December 31, 2015, PropCo's SSLR was 4.73 to 1.00 . 28

During the quarters ended December 31, 2014 and March 31, 2015, PropCo failed to meet the covenant of achieving Consolidated PropCo EBITDA of at least $7.5 million . The Cromwell Credit Facility allows CGP LLC to cure this covenant by making a cash cure payment. Such payments were made on March 31, 2015 during the permitted cure period for the quarter ended December 31, 2014 and on May 22, 2015 during the permitted cure period for the quarter ended March 31, 2015. The Cromwell Credit Facility allows this right to cure provided that (i) in each eight-fiscal-quarter period there shall be no more than five fiscal quarters in which the cure right is exercised and (ii) the cure right may not be exercised in any fiscal quarter that immediately follows two consecutive fiscal quarters in which it was exercised. As of December 31, 2015 and 2014 , the assets of The Cromwell were pledged as collateral for the Cromwell Credit Facility. The Cromwell and Harrah's New Orleans Promissory Notes In November 2013, The Cromwell entered into a $15.5 million unsecured promissory note, payable to Caesars Entertainment and bearing interest at 11% . Interest was to be accrued semi-annually in June and December. There were no financial covenants required under the note. In December 2002, Harrah's New Orleans entered into a $123.7 million unsecured promissory note, payable on demand to Caesars Entertainment Operating Company, Inc. bearing interest at 8% with no scheduled repayment terms. There were no financial covenants required under the note. Any amount of principal and interest not paid when due bore additional interest at 2% . Accrued interest was settled on a monthly basis with charges to transactions with parents and affiliates, net. On March 31, 2014, all existing related party debt, including accrued interest, was settled for The Cromwell with Caesars Entertainment and for Harrah's New Orleans with CEOC. The settlement was accounted for as a net equity contribution in the amount of $139.9 million . Capital Leases CGP LLC has entered into multiple capital leases for gaming and wireless internet equipment. The assets related to these capital leases were included in Land, property and equipment, net in the accompanying Consolidated Balance Sheets, and within Furniture, fixtures, and equipment, net in Note 4 — Land, Property and Equipment, net . Special Improvement District Bonds In 2008, Bally's Las Vegas entered into a District Financing Agreement with Clark County, Nevada (the "County"). In accordance with the agreement, the County issued Special Improvement District Bonds to finance land improvements at Bally's Las Vegas and at an affiliate casino property, Caesars Palace. Of the total bonds issued by the County, $16.5 million was related to Bally's Las Vegas. These bonds bear interest at 5.30% annually, have principal and interest payments on June 1st of every year and interest only payments on December 1st of every year. The Special Improvement District Bonds mature on August 1, 2037. Financing Obligations During 2013, CGP LLC entered into multiple finance agreements for a total of $7.2 million for gaming equipment. The assets related to these agreements are included in Land, property and equipment, net of accumulated depreciation in the accompanying Consolidated Balance Sheets, and within Furniture, fixtures and equipment in Note 4 — Land, Property and Equipment, net . Note 8 — Financial Instruments Restricted Cash The total balance in Restricted cash at December 31, 2015 and 2014 was $12.5 million and $40.0 million , respectively, comprised of current and non-current portions based upon the intended use of each particular reserve balance. The Cromwell Credit Facility, further described in Note 7 — Debt , is secured by the property, and funds borrowed that have not been spent on the development, as well as funds borrowed for interest service, are deemed restricted and are included in restricted cash. Amounts deposited into the specified reserve funds under this agreement were zero and $5.1 million at December 31, 2015 and 2014 . Pursuant to an escrow agreement and subsequent release, as further described in Note 7 — Debt , and in connection with the Second Closing, certain amounts deposited into a segregated escrow account were classified as restricted cash. The result of this classification are significant increases and decreases in restricted cash during the year ended December 31, 2014 , as presented in the Combined and Consolidated Statements of Cash Flows. Harrah's New Orleans had restricted cash of $2.6 million at both December 31, 2015 and 2014 to guarantee workers' compensation payments and for capital replacements required under the Rivergate Development Corporation lease agreement. 29

In connection with amounts borrowed under the Baltimore Credit Facility, construction obligations associated with the Baltimore Development and the completion guarantee (see Note 7 — Debt ) were deemed restricted and aggregated to $8.9 million and $31.9 million included in restricted cash as of December 31, 2015 and 2014 , respectively. Investment in CES Investment in CES, further described in Note 19 — Related Party Transactions , consists of membership interests in CES which is a variable interest entity of which CGP LLC owns less than 20% and is not the primary beneficiary. CGP LLC does not exercise significant influence over the variable interest entity and therefore accounts for the investment using the cost method. Initial contributions by the Members included a $22.5 million cash payment by CGP LLC on behalf of CGPH. Pursuant to a capital call during the fourth quarter of 2014, CGP LLC contributed an additional $0.1 million on behalf of CGPH. Pursuant to capital calls during the year ended December 31, 2015 , CGPH contributed an additional $3.9 million to CES. CIE Convertible Notes In March 2012, Rock Gaming and CIE entered into an agreement pursuant to which Rock Gaming purchased approximately 6,155 shares of CIE common stock for $30.4 million in cash and agreed to purchase additional shares of CIE common stock on or before July 2, 2012. In June 2012, CIE and Rock Gaming modified the agreement with Rock Gaming such that CIE issued to Rock Gaming approximately 382 shares of CIE common stock and a promissory note for $28.5 million in exchange for $30.4 million in cash. The promissory note was convertible into approximately 5,773 shares of CIE common stock, upon the satisfaction of certain criteria. In November 2012, CIE issued to Rock Gaming an additional promissory note for $19.2 million in exchange for $19.2 million in cash. The additional promissory note was convertible into approximately 3,140 shares of CIE common stock, upon the satisfaction of certain criteria. Both promissory notes automatically converted into 8,913 shares of CIE common stock in November 2014. Derivative Instruments On December 9, 2013, Planet Hollywood entered into an interest rate cap agreement for a notional amount of $501.4 million at a LIBOR cap rate of 7.0% which matured on April 9, 2015. Planet Hollywood did not designate the interest rate cap agreement as a cash flow hedge. Therefore, any change in fair value was recognized in interest expense during the period in which the change in value occurred. The effect of derivative instruments in the Combined and Consolidated Statements of Operations for the year ended December 31, 2014 and the period from October 22 through December 31, 2013 was immaterial. Pursuant to the terms of the CGP Operating Agreement, in conjunction with CGP LLC's acquisition of CIE from Caesars Entertainment, CGP LLC is obligated to issue additional non-voting membership units to Caesars Entertainment to the extent that the earnings from a specified portion of CIE's social and mobile games business exceeds a predetermined threshold amount in 2015. Upon the October 21, 2013 closing of the Transactions, CGP LLC recorded a liability of $167.8 million representing the estimated fair value of the contingently issuable non-voting membership units. The estimated fair value of the contingently issuable non-voting membership units was adjusted to $228.0 million and $345.2 million at December 31, 2015 and December 31, 2014 , respectively. The change in fair value was a decrease of $117.2 million for 2015 and an increase of $38.7 million for 2014 , respectively, which was reported within the CGP LLC Combined and Consolidated Statements of Operations. CGP LLC believes that it will issue approximately 31.9 million Class B non-voting units pursuant to the terms of the Transactions, although the final number of units to be issued is subject to the agreement of both CAC and CEC. CGP LLC had no derivatives designated as hedging instruments at December 31, 2015 and 2014 . Note 9 — Equity and Non-controlling Interests Membership Units In connection with the Transactions, CAC used the proceeds from the exercise of basic subscription rights to purchase 100% of the voting units of CGP LLC in the form of common shares. Additionally, CGP LLC issued non-voting units in the form of common shares to Caesars Entertainment in exchange for the Contributed Assets. See Note 1 — Description of Business and Summary of Significant Accounting Policies . CGP LLC distributed a total of 135,771,882 shares of voting units and 184,769,554 shares of nonvoting units. As of December 31, 2015, CGP LLC believes that it will issue an approximately 31.9 million Class B non-voting units pursuant to the terms of the CGP Operating Agreement, in conjunction with CGP LLC's acquisition of CIE from Caesars Entertainment, although the final number of units to be issued is subject to the agreement of both CAC and CEC. During the years ended December 31, 2015 and 2014 , CGP issued 648,046 and 521,218 voting units, respectively, to CAC in connection with shares issued pursuant to the Equity Plan. See Note 19 — Related Party Transactions . 30

Call Right Pursuant to the certificate of incorporation of CAC and the CGP Operating Agreement, after October 21, 2016, Caesars Entertainment and/or its subsidiaries will have the right, which it may assign to any of its affiliates or to any transferee of all non-voting units of CGP LLC held by subsidiaries of Caesars Entertainment, to acquire all or a portion of the voting units of CGP LLC (or, at the election of CAC, shares of CAC's Class A common stock) not otherwise owned by Caesars Entertainment and/or its subsidiaries at such time. The purchase consideration may be, at Caesars Entertainment's option, cash or shares of Caesars Entertainment's common stock valued at market value, net of customary market discount and expenses, provided that the cash portion will not exceed 50% of the total consideration in any exercise of the call right. The purchase price will be the greater of (i) the fair market value of the voting units of CGP LLC (or shares of CAC's Class A common stock) at such time based on an independent appraisal or (ii) the initial capital contribution in respect of such units plus a 10.5% per annum return on such capital contribution, subject to a maximum return on such capital contribution of 25% per annum, taking into account prior distributions with respect to such units. The call right may be exercisable in part by Caesars Entertainment (up to three times), but until the call right is exercised in full, any voting units of CGP LLC (or shares of CAC's Class A common stock) acquired by Caesars Entertainment will be converted into non-voting units of CGP LLC (or non-voting shares of CAC's Class B common stock). Additionally, the call right may only be exercised by Caesars Entertainment and/or its subsidiaries if, at the time of such exercise, (w) Caesars Entertainment and CAC enter into a resale registration rights agreement with respect to the shares of Caesars Entertainment common stock used as all or a portion of the purchase consideration in connection with the exercise of the call right, (x) the common stock of Caesars Entertainment (i) is registered with the Securities and Exchange Commission, (ii) is listed for trading and trades on a national securities exchange, and (iii) issuable upon exercise of the call right will represent, in the aggregate, not more than one half of the total Caesars Entertainment's common stock issued and outstanding giving effect to the exercise of the call right, (y) Caesars Entertainment has a minimum liquidity of $1.0 billion and a maximum net debt leverage ratio of 9.00 to 1.00 , and (z) no event of default has occurred and is in effect under any financing agreement of Caesars Entertainment or its subsidiaries. Further, in the event that a stockholder vote of Caesars Entertainment is required in connection with the exercise of such call right, receipt of affirmative approval of such vote will be a condition to the exercise of the call right and at the closing of the Transactions, affiliates of the Sponsors will enter into a voting support agreement in favor of any such stockholder approval. In addition, a majority of the independent directors of the board of directors of Caesars Entertainment must approve the exercise of the call right by Caesars Entertainment and/or its subsidiaries. The call right will be transferable to a transferee that also receives a transfer of all the non-voting units of CGP LLC, and exercisable by the transferee upon the same terms and conditions as apply to Caesars Entertainment and its subsidiaries. Following October 21, 2018 and until April 21, 2022, our Board will have the right to cause a liquidation of CGP LLC, including the sale or winding up of CGP LLC, or other monetization of all of its assets and the distribution of the proceeds remaining after satisfaction of all liabilities of CGP LLC to the holders of CGP LLC's units according to the waterfall described below. On April 21, 2022 (unless otherwise agreed by Caesars Entertainment and CAC), if our Board has not previously exercised its liquidation right, the CGP Operating Agreement provides that CGP LLC shall, and our Board shall cause CGP LLC to, effect a liquidation. Upon a liquidation, partial liquidation or sale of material assets, all net cash and other assets not monetizable of CGP LLC shall, subject to applicable gaming regulatory laws, be distributed as follows: (i) first, to all units held by CAC until amounts distributed equal return of CAC's initial capital contribution plus a 10.5% per annum of return on such capital contribution (such return to begin accruing on the proceeds in excess of the purchase price of Planet Hollywood, Horseshoe Baltimore and 50% of the related management fees only upon the investment of such excess proceeds by CGP LLC); (ii) second, to all units held by Caesars Entertainment and/or its subsidiaries until Caesars Entertainment catches up to its respective amount distributed in provision (i) (including the 10.5% per annum of return on the initial capital contribution) and (iii) third, to all holders of units pro-rata. The structure pursuant to which CGP LLC will effect a liquidating distribution, sale of CGP LLC or other similar transaction that provides liquidity to the holders of CGP LLC's units as described above will be determined by a special-purpose Liquidation Committee that will include representatives from Caesars Entertainment and CAC. In connection with any liquidation of CGP LLC, CAC will have an approval right over any sale or other monetization of assets of CGP LLC that would not exceed the greater of (x) the book value of CGP LLC, and (y) the value of CGP LLC as determined by an appraiser selected by CAC. Baltimore Joint Venture In February 2014 CGP LLC's joint venture, CRBH, sold a portion of its interest in CBAC Gaming, the entity which owns a majority of the interests in the Horseshoe Baltimore joint venture to an existing joint venture partner, CVP. Effective 31

ownership of the Horseshoe Baltimore joint venture prior to and after the sale is described in the table below. Prior to Q1 2014 Sale

After Q1 2014 Sale

Caesars Baltimore Investment Company, LLC

51.8%

40.9%

Rock Gaming Mothership, LLC

36.8%

29.0%

CVPR Gaming Holdings, LLC

4.0%

22.7%

STRON-MD Limited Partnership

4.8%

PRT Two, LLC

2.6%

Non-controlling Interest The following is a summary of CGP LLC's net income/(loss) attributable to non-controlling interests: Year Ended December 31, 2015

(In millions) Net loss attributable to redeemable non-controlling interests

Net income/(loss) attributable to non-redeemable non-controlling interests

(1.1)

8.2

Net income/(loss) attributable to non-controlling interests

7.1

October 22, 2013 Through December 31, 2013

Year Ended December 31, 2014 (2.3)

(30.7) $

(33.0)

(0.4) (4.2)

(4.6)

Redeemable Non-controlling Interest As of both December 31, 2015 and 2014 , STRON-MD Limited Partnership holds 4.8% of the Horseshoe Baltimore joint venture. Their non-controlling interest contains an embedded put feature that may cause CGP LLC, at any time, to purchase all of STRON-MD Limited Partnership's interest in Horseshoe Baltimore at fair market value after the commencement of operations. This election is at the option of the holder, which is therefore not within the control of the issuer. As such, for accounting purposes, their ownership interest is presented as redeemable non-controlling interest presented outside of permanent equity on the Consolidated Balance Sheets. The changes in the carrying amount of Redeemable non-controlling interests were as follows: (In millions) Balance as of October 22, 2013 Net loss attributable to redeemable non-controlling interests

4.3 (0.4)

Balance as of December 31, 2013 Net loss attributable to redeemable non-controlling interests

3.9 (2.3)

Balance as of December 31, 2014 Net loss attributable to redeemable non-controlling interests

1.6 (1.1) $

Balance as of December 31, 2015

0.5

Net loss attributable to redeemable non-controlling interests from the Horseshoe Baltimore joint venture for the periods presented was recognized in the Combined and Consolidated Statements of Operations, but was not recognized in the Combined and Consolidated Statements of Equity as it was accounted for as mezzanine equity. Debt Conversion to Caesars Interactive Common Stock On November 15, 2014, Rock Gaming converted the promissory notes into 8,913 shares of Caesars Interactive common stock. As of December 31, 2015 and 2014 , non-controlling interest of Caesars Interactive was 15.6% and 16.7% , respectively. For the year ended December 31, 2015 , net income attributable to the non-controlling interest of Caesars Interactive was $20.2 million . For the year ended December 31, 2014 and for the period from October 22 through December 31, 2013 , net loss attributable to the non-controlling interest of Caesars Interactive was $4.5 million and $0.9 million , respectively (See Note 8 — Financial Instruments in CIE Convertible Notes ). Accumulated Other Comprehensive Income Accumulated other comprehensive income consists of unrealized gains on Investments in notes from related party for the period from October 22 through December 31, 2013 , net of taxes. For the period from October 22 through December 31, 2013, there were no amounts reclassified out of Accumulated other comprehensive income. In July 2014, CGP LLC sold certain Investments in notes from related party and reclassified $99.4 million related to the associated gain out of Accumulated other comprehensive income on the Consolidated Balance Sheets into Gain on sale of investment in notes from related party on the Combined and Consolidated Statements of Operations. In August 2014, CGP LLC distributed the remaining Investments in notes from related party and immediately prior to the distribution reclassified $63.5 32

million related to impairment to release losses out of Accumulated other comprehensive income on the Consolidated Balance Sheets into Impairment of investment in notes from related party on the Combined and Consolidated Statements of Operations (see Note 19 — Related Party Transactions ). Up to the dates of the sale and distribution of the Investments in notes, CGP LLC recorded unrealized losses totaling $197.7 million in Accumulated other comprehensive income. Note 10 — Income Taxes CGP LLC is taxed as a partnership for U.S. federal and state income tax purposes whereby any income or losses are allocated to the CGP LLC Members and taxed by each Member. CGP LLC has a corporate subsidiary, CIE, for which federal, state and foreign income taxes were provided. CGP LLC's provision for income taxes also included the allocated income taxes from the consolidated Caesars Entertainment provision for income taxes for the period up to the date of acquisition by CGP LLC for the properties acquired from CEOC in May 2014. No provision for income taxes is reported for properties within the Casino Properties and Developments business unit of CGP LLC that were acquired in 2013 as such properties were taxed as a partnership for federal and state income tax purposes whereby any income or losses were allocated to the CGP LLC owners and taxed by each owner. The components of income/(loss) before income taxes and the related provision for U.S. and other income taxes were as follows: Year Ended December 31, 2015

(In millions)

October 22, 2013 Through December 31, 2013

Year Ended December 31, 2014

Income before Income Taxes United States

Outside of the United States

67.6

223.2

Total income/(loss) before income taxes

115.5

290.8

Year Ended December 31, 2015

(In millions)

(264.2)

(135.6) 18.4

(148.7)

(117.2) October 22, 2013 Through December 31, 2013

Year Ended December 31, 2014

Income Tax Provision United States Current (Federal & State)

—

Deferred (Federal & State)

19.6

6.1

(7.3)

(13.2)

(4.1)

77.6

48.6

5.7

(8.4)

(6.1)

(0.6)

Outside of the U.S. Current Deferred Total income tax provision

61.9

48.9

7.1

The differences between the U.S. statutory federal income tax at 35% and the provision for income taxes presented in the Combined and Consolidated Statement of Operations were as follows:

December 31, 2015 Statutory federal tax

October 22, 2013 Through December 31, 2013

December 31, 2014

101.8

(52.0)

(41.0)

Increases/(decreases) in tax resulting from: Non-taxable LLC loss Deferred taxes provided on foreign retained earnings State tax, net of federal benefit Foreign income taxed at lower rates than the US Nondeductible lobbying Nondeductible stock-based compensation Nondeductible acquisition costs Change in federal valuation allowance Other Provision for income taxes

(35.4)

69.1

43.0

5.6

13.2

7.6

2.0

0.9

0.4

(25.7)

(12.0)

(1.3)

0.6

0.5

0.1

13.7

22.5

4.0

—

7.2

—

(5.6)

(0.7)

(0.5)

(0.1)

61.9

48.9

7.1

The major components of the Deferred tax assets and liabilities in CGP LLC's Consolidated Balance Sheets were as follows: December 31, (In millions) Deferred tax assets

2015

Compensation programs

2014

19.0

15.2

Research and development costs

8.5

Net operating losses

1.7

2.1

21.4

11.7

General business tax credits

1.2

0.3

Deferred revenue

—

1.6

Other

0.5

0.2

52.3

36.8

Foreign tax credits

Subtotal

5.7

Less: valuation allowance

(2.7)

(2.1)

Total deferred tax assets

49.6

34.7

17.0

15.3

Deferred tax liabilities Intangible assets Fixed assets Unremitted earnings of foreign subsidiaries

—

0.3

10.7

13.2

Deferred revenue

0.3

—

Prepaid expenses

0.6

Total deferred tax liabilities

28.6

Net deferred tax asset

21.0

29.4 $

5.3

CGP LLC has early adopted ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes , during the quarter ended December 31, 2015 which requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent in a classified statement of financial position. CGP LLC has retrospectively applied the amendments and reclassified $4.9 million of deferred tax assets and $1.6 million of deferred tax liabilities as noncurrent in CGP LLC's Consolidated Balance Sheet as of December 31, 2014. See Note 2 — Recently Issued Accounting Pronouncements . As a result of certain realization requirements of ASC 718, Compensation – Stock Compensation , the table of deferred tax assets and liabilities shown above does not include certain deferred tax assets as of December 31, 2015 and 2014 , that arose directly from tax deductions related to stock-based compensation that are greater than the compensation recognized for financial reporting. Equity will be increased by $0.7 million and $0.6 million for the respective periods if and when such deferred tax assets are ultimately realized. CIE has positive evidence in the form of prudent and feasible tax-planning strategies such that no valuation allowance is necessary against the federal foreign tax credit carryforwards. In addition, CIE records a deferred tax liability for unremitted earnings from its profitable Israeli subsidiary, which provides positive evidence for the utilization of its remaining federal deferred tax assets. As of December 31, 2015 and 2014 , CIE had U.S. foreign tax credit carry-forwards of $19.1 million and $12.3 million , respectively. These foreign tax credits will begin to expire in 2024. The amount of these tax credit carry-forwards for which the tax benefit will be recorded to Additional paid-in capital when realized is $0.7 million and $0.6 million as of December 31, 2015 and 2014 , respectively. As of December 31, 2015 and 2014 , CIE had federal general business credit carryforwards of $1.2 million and $0.3 million , respectively, which will be begin to expire in 2033. As of December 31, 2015 and 2014 , CIE had state tax credit carryforwards of $0.3 million and $0.4 million and state NOL carry-forwards of $0.9 million and $2.4 million for the respective periods. The deferred tax assets associated with the state NOL carryforwards along with the certain other state deferred tax assets are subject to a full valuation allowance as CGP LLC believes these assets do not meet the "more likely than not" criteria for recognition under ASC Topic 740. The state tax credits do not expire and NOL carryforwards will begin to expire in 2032. NOL carryforwards for CIE's foreign subsidiaries were $6.3 million and $6.3 million as of December 31, 2015 and 2014 , respectively. The deferred tax assets associated with the foreign NOLs are subject to a full valuation allowance as CGP LLC believes these assets do not meet the "more likely than not" criteria for recognition under ASC Topic 740. These foreign NOL carryforwards do not expire. 34

CIE does not provide for deferred taxes on the excess of the financial reporting over the tax basis in its investments in foreign subsidiaries that are essentially permanent in duration. That excess is estimated to total $45.9 million at December 31, 2015. The additional deferred taxes, including foreign withholding taxes that have not been provided are estimated at $10.7 million at December 31, 2015 . A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits is as follows: Unrecognized Tax Benefits

(In millions) Balance at October 22, 2013

0.2 —

Additions on tax positions of prior years Balance at December 31, 2013

0.2 (0.2)

Reduction on tax positions of prior years Balance at December 31, 2014

— 2.4 2.0

Additions on tax positions of current year Addition on tax positions of prior years Balance at December 31, 2015

4.4

CIE classifies reserves for tax uncertainties within Deferred credits and other in its Consolidated Balance Sheets, separate from any related income tax payable or deferred income taxes. Reserve amounts relate to any potential income tax liabilities resulting from uncertain tax positions as well as potential interest or penalties associated with those liabilities. CIE recognizes interest and penalties accrued related to unrecognized tax benefits in Income tax expense. CIE did not accrue any material interest and penalties for the years ended December 31, 2015 and 2014 related to uncertain tax positions. Included in the balance of unrecognized tax benefits at December 31, 2015 are approximately $1.4 million in unrecognized tax benefits that, if recognized, would impact the effective tax rate. CIE files income tax returns, including returns for its subsidiaries, with federal, state and foreign jurisdictions. The tax years that remain open for examination for CIE's major jurisdictions are 2011 through 2015 for the U.S. and Canada, and 2011 through 2015 for Israel. CIE's Israeli subsidiary, Playtika Ltd, has been granted a beneficial tax status by Israel for fiscal years 2010 through 2017. Playtika expects to reapply for beneficial tax status for periods after expiration. The Israel tax savings from this beneficial tax status had no material impact on 2013, 2014 or 2015 net income/(loss). Note 11 — Fair Value Measurements The fair value hierarchy defines fair value as an exit price, representing the amount that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. The fair value hierarchy establishes three tiers, which prioritize the inputs used in measuring fair value as follows: Level 1:

Observable inputs such as quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date;

Level 2:

Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3:

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The following table represents the fair value of CGP LLC's assets and liabilities that were required to be measured at fair value: December 31, 2014

(In millions)

Total

Level 1

Level 2

Level 3

Liabilities: Contingent consideration related to acquisitions

66.0

Contingently issuable non-voting membership units

345.2

— —

66.0 345.2

Contingently Issuable NonVoting Membership Units (In millions)

Contingent Consideration

Level 3

Balance at January 1, 2014

Level 3 306.5

62.0

Additions

—

36.3

Payments

—

(65.0)

Change in fair value Balance at December 31, 2014

38.7

32.7

345.2

66.0

Additions

—

0.6

Payments

—

(66.6)

Change in fair value

(117.2)

Reclassification to equity

(228.0) $

Balance at December 31, 2015

—

— — $

—

The following section describes the valuation methodologies used to measure fair value including key inputs and significant assumptions for assets and liabilities that are required to be measured at fair value, plus other fair value considerations. Investments in Notes from Related Party CGP LLC's investments in notes from related party consist solely of senior notes previously issued by CEOC which were acquired by Caesars Entertainment in transactions unrelated to the Transactions. Up to August 2014, all investments in notes from related party were classified as available-for-sale and are recorded as non-current assets. As these notes were not actively traded in open-market transactions, the fair value of these notes had been determined based upon quoted prices of similar, but not identical, notes in active markets, which constitute Level 2 inputs. These traded prices may not factor in other discounts, such as discounts for block trades or lack of marketability, which could yield different estimates of fair value if such discounts were considered. On May 5, 2014, CGP LLC entered into a note purchase agreement to sell a portion of its CEOC Notes back to CEOC at fair market value. On July 29, 2014, CGP LLC received $451.9 million of consideration (including $3.8 million for interest) in connection with the CEOC Notes purchase transaction and recognized a gain of $99.4 million . On August 6, 2014, CGP LLC effectuated a distribution of its remaining 5.75% and 6.50% CEOC Notes as a dividend to its members, pro-rata based upon each member's ownership percentage in CGP LLC. Immediately prior to the Notes Distribution, CGP LLC recorded an impairment charge of $63.5 million to release losses that had been accumulated in equity, given that CGP LLC would not recover its amortized cost basis in the CEOC Notes (see Note 19 — Related Party Transactions ). Contingent Consideration Related to Acquisitions CGP LLC records contingent amounts payable to the former owners of acquired companies (commonly referred to as earn-out payments) as part of the acquisition date purchase price allocation. Contingent liabilities are remeasured to fair value through settlement in accordance with ASC 805. Changes in the fair value of the contingent consideration liability that relate to changes in facts and circ*mstances subsequent to the acquisition date measurement period are recorded as a Change in fair value of contingent consideration in the accompanying Combined and Consolidated Statements of Operations. Changes in the fair value of the liability that are the result of the time value of money are considered costs of financing the acquisition and are recorded as Interest expense, net of capitalized interest in the accompanying Combined and Consolidated Statements of Operations. CGP LLC recorded $5.6 million in contingent consideration as part of the purchase price allocation related to the acquisition of Buffalo Studios LLC ("Buffalo" or "Buffalo Studios") in December 2012. To determine the fair value of the liability at the measurement date and subsequent to the measurement date, CGP LLC used a probabilityweighted approach, which considered multiple forecasted EBITDA levels and the related likelihood of achieving those levels. For the period ended October 22 through December 31, 2013 and the year ended December 31, 2014, CGP LLC recorded $2.9 million and less than $0.1 million , respectively, related to the change in fair value of this liability. CGP LLC settled the contingent liability related to this acquisition for $58.5 million in April 2014. CGP LLC recorded $30.5 million in contingent consideration as part of the purchase price allocation related to the acquisition of Pacific Interactive in February 2014. The contingent consideration for this acquisition is capped at $65.0 million less a working capital adjustment of $0.5 million . To determine the fair value of the liability at the measurement date and subsequent to the measurement date, CGP LLC used a probability-weighted approach, which considered multiple forecasted EBITDA levels and the related likelihood of achieving those levels. For the years ended December 31, 2015 and 2014 , CGP 36

LLC recorded $0.6 million and $33.4 million , respectively, related to the change in fair value of this liability, of which zero and $32.1 million , respectively, related to changes in facts and circ*mstances subsequent to the measurement period and $0.6 million and $1.3 million , respectively, related to financing costs. As of December 31, 2015 this liability has been settled in full and at December 31, 2014 , the effective interest rate used to compute interest related to this liability was 4.1% and the fair value of this liability was $61.9 million . At December 31, 2015 , contingent consideration related to the acquisition of WSOP mobile poker game, Sharksmile, Ruby and Pacific Interactive had been fully settled. At December 31, 2014 , the aggregate fair market value of contingent consideration related to the acquisition of WSOP mobile poker game, Sharksmile, Ruby and Pacific Interactive totaled $66.0 million . Contingent consideration related to acquisitions is included in Accrued expenses, as well as Deferred credits and other in the Consolidated Balance Sheets, based on the expected settlement date. Contingently Issuable Non-voting Membership Units Pursuant to the terms of the CGP Operating Agreement, in conjunction with CGP LLC's acquisition of CIE from Caesars Entertainment, CGP LLC is obligated to issue additional non-voting membership units to Caesars Entertainment to the extent that the earnings from a specified portion of CIE's social and mobile games business exceeds a predetermined threshold amount in 2015. Upon the October 21, 2013 closing of the Transactions, CGP LLC recorded a liability of $167.8 million representing the estimated fair value of the contingently issuable non-voting membership units. The estimated fair value of the contingently issuable non-voting membership units was adjusted to $228.0 million and $345.2 million at December 31, 2015 and December 31, 2014 , respectively. The change in fair value was a decrease of $117.2 million for 2015 and an increase of $38.7 million for 2014 , respectively, which was reported within the CGP LLC Combined and Consolidated Statements of Operations. CGP LLC believes that it will issue approximately 31.9 million Class B non-voting units pursuant to the terms of the Transactions, although the final number of units to be issued is subject to the agreement of both CAC and CEC. Items Measured at Fair Value on a Non-Recurring Basis Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Financial Instruments Net Book Value as of December 31, 2014

(In millions) Goodwill

299.7

Significant Unobservable Inputs

Significant Other Observable Inputs

Level 1

Level 2

—

Total Impairments for the Year Ended December 31, 2014

Level 3 —

299.7

147.5

As of December 31, 2014 , total goodwill measured at fair value was $299.7 million . CGP LLC recorded impairment charges related to goodwill at Bally's Las Vegas of $147.5 million during 2014 due to a decline in recent performance and downward adjustments to expectations of future performance at the property. CGP LLC's assessment of goodwill included an assessment using various Level 2 (EBITDA multiples and discount rate) and Level 3 (forecasted cash flows) inputs. See Note 1 — Description of Business and Summary of Significant Accounting Policies for more information on the application of the use of fair value to measure goodwill. Other Fair Value Considerations CGP LLC's determination of stock-based compensation includes the valuation of CIE's common stock and the related options and warrants using various Level 2 and Level 3 inputs. Entities are permitted to choose to measure certain financial instruments and other items at fair value. CGP LLC has not elected the fair value measurement option for any of its assets or liabilities that meet the criteria for this option. As of December 31, 2015 , CGP LLC's outstanding debt with third parties had an estimated fair value of $2,111.2 million and book value of $2,337.3 million . As of December 31, 2014 , the fair value of CGP LLC outstanding debt with third parties had an estimated fair value of $2,171.5 million and book value of $2,311.3 million . As CGP LLC's debt is not actively traded in open-market transactions, the fair value of debt has been estimated based upon quoted prices of similar, but not identical, debt in active markets and are therefore classified as Level 2 inputs. Note 12 — Litigation, Contractual Commitments and Contingent Liabilities From time to time, CAC, Predecessor Growth Partners or CGP LLC may be subject to legal proceedings and claims in the ordinary course of business. 37

Horseshoe Baltimore Multiple lawsuits have been filed against CBAC Gaming and CBAC Borrower, LLC ("CBAC Borrower"), the City of Baltimore, the Maryland Department of the Environment ("MDE") and other parties in relation to the location and the development of Horseshoe Baltimore. These cases allege violations of various environmental laws, violations of zoning laws and public nuisance, among other claims. In November 2012, the MDE granted approval of the Maryland Joint Venture's amended response action plan ("RAP") under MDE's Voluntary Cleanup Program that named the Maryland Joint Venture, rather than the City of Baltimore, as the party that will implement the RAP and redevelop the location of Horseshoe Baltimore. On February 20, 2013, a group of local residents working with the non-profit Inner Harbor Stewardship Foundation (the "Foundation") filed a complaint in the Maryland Circuit Court challenging the legality of the MDE's approval of the amended RAP. In the case, known as Ruth Sherrill, et al. v. State of Maryland Department of the Environment, et al., the plaintiffs claimed that the amended RAP was approved without complying with the public notice and participation requirements of Maryland law. The plaintiffs sought additional public notice and participation, and to obtain an injunction on, among other things, any construction activities at the site pending the resolution of the case. On March 14, 2013, the court denied the plaintiffs' motion for a Temporary Restraining Order and Preliminary Injunction ("TRO"). The plaintiffs' appeal of the TRO ruling was dismissed. On April 22, 2013, the plaintiffs filed an amended complaint adding a public nuisance claim to their original complaint. The defendants filed motions to dismiss the plaintiffs' amended complaint and a hearing was held on June 14, 2013. The amended complaint was dismissed on November 6, 2013. The plaintiffs filed a notice of appeal on December 6, 2013 and oral argument occurred on October 3, 2014. The Court of Special Appeals affirmed the dismissal on February 16, 2016. The time for Appellants to petition the Maryland Court of Appeals for a writ of certiorari has not yet elapsed. The plaintiffs issued a notice of intent to file a citizen suit under 42 U.S.C. §§ 6972(a)(1)(A) and (a)(1)(B) of the Resource Conservation and Recovery Act. This notice of intent indicated an intention to sue CBAC, the City of Baltimore, Whiting-Turner, the general contractor for the construction of the Horseshoe Baltimore Casino, and the Maryland Chemical Company, the former owner and operator of the site. The citizen suit was filed on September 19, 2013, but did not name Whiting-Turner. The defendants filed motions to dismiss on October 15, 2013 for lack of subject matter jurisdiction and failure to state a claim to which plaintiffs responded on November 1, 2013. The motions to dismiss were granted on July 16, 2014. An appeal was noted on August 13, 2014. Oral argument before the 4th Circuit occurred on March 25, 2015. On July 1, 2015, the U.S. Court of Appeals for the Fourth Circuit reversed the motion to dismiss and remanded the matter back to the District Court. Discovery has now commenced. The decision of the Board of Municipal Zoning Appeals to grant variances for the site for Horseshoe Baltimore was appealed by separate parties on the basis of alleged procedural irregularities. The appeals were dismissed for lack of standing on October 11, 2013 and no appeal of that decision was timely filed. On August 1, 2013, ten individuals claiming to represent a class of similarly situated individuals filed a complaint in the U.S. District Court for the Northern District of Maryland against the Maryland Department of the Environment, the City of Baltimore, the U.S. Environmental Protection Agency, CBAC Gaming, Whiting-Turner Contracting Company and Urban Green Environmental, LLC. The 11 count complaint alleged that the RAP for the location of Horseshoe Baltimore is inadequate and approved without appropriate public participation. The plaintiffs seek declaratory and injunctive relief, compensatory and punitive damages, and claim violations of civil rights laws and the Clean Water Act, civil conspiracy, and a variety of torts. The plaintiffs also sought a temporary restraining order, which the District Court denied on August 9, 2013. The plaintiffs amended their complaint on November 15, 2013 and again on December 26, 2013, adding 44 new plaintiffs and naming MDE, the Secretary of MDE, the City of Baltimore, the Mayor of the City of Baltimore, the Baltimore Development Corporation, and CBAC Gaming and CBAC Borrower as defendants. The defendants filed motions to dismiss on January 27, 2014 and the plaintiffs filed their oppositions on February 28, 2014. The case was dismissed on May 16, 2014 and no appeal was filed. From time to time, the City of Baltimore may be subject to legal proceedings asserting claims related to the site. CBAC , Predecessor Growth Partners and CGP LLC have not been named as parties to these proceedings. Four residents of Baltimore City and County issued a notice of intent to file a citizen suit under 33 U.S.C. § 1365(b) of the Clean Water Act against the City of Baltimore as owner of the site for water pollution alleged to originate there. A lawsuit was filed on behalf of two of the residents on July 2, 2013. The City of Baltimore moved to dismiss the complaint on August 28, 2013. One of the plaintiffs withdrew from the case on October 10, 2013. The U.S. District Court for the District of Maryland dismissed the case without prejudice on January 7, 2014 for lack of standing. Two residents of Baltimore City filed suit on May 20, 2013 against the City of Baltimore, as owner of the site, alleging that the City of Baltimore was in violation of Maryland water pollution laws as a result of groundwater contamination alleged to be migrating from the site. The City of Baltimore was served with the complaint on June 12, 2013. An amended complaint was filed on July 19, 2013, which the City of Baltimore moved to dismiss on August 6, 2013. The plaintiffs dismissed the complaint without prejudice on September 12, 2013. 38

CAC and CGP LLC believe that the claims and demands described above against CBAC and CBAC Gaming are without merit and intend to defend themselves vigorously. At the present time, CAC and CGP LLC believe it is not probable that a material loss will result from the outcome of these matters. CAC and CGP LLC cannot provide assurance as to the outcome of these matters or of the range of reasonably possible losses should these matters ultimately be resolved against CAC and CGP LLC, due to the inherent uncertainty of litigation and, in some cases, the stage of the related litigation. Although CAC and CGP LLC believe that they have adequate defenses to these claims, an adverse judgment could result in additional costs or injunctions. CAC-CEC Proposed Merger On December 30, 2014, Nicholas Koskie, on behalf of himself and, he alleges, all others similarly situated, filed a lawsuit (the "Nevada Lawsuit") in the Clark County District Court in the State of Nevada against CAC, CEC and members of the CAC board of directors Marc Beilinson, Philip Erlanger, Dhiren Fonseca, Don Kornstein, Karl Peterson, Marc Rowan and David Sambur (the individual defendants collectively, the "CAC Directors"). The Nevada Lawsuit alleges claims for breach of fiduciary duty against the CAC Directors and aiding and abetting breach of fiduciary duty against CAC and CEC. It seeks (1) a declaration that the claim for breach of fiduciary duty is a proper class action claim; (2) to order the CAC Directors to fulfill their fiduciary duties to CAC in connection with the Proposed Merger, specifically by announcing their intention to (a) cooperate with bona fide interested parties proposing alternative transactions, (b) ensure that no conflicts exist between the CAC Directors' personal interests and their fiduciary duties to maximize shareholder value in the Proposed Merger, or resolve all such conflicts in favor of the latter, and (c) act independently to protect the interests of the shareholders; (3) to order the CAC Directors to account for all damages suffered or to be suffered by the plaintiff and the putative class as a result of the Proposed Merger; and (4) to award the plaintiff for his costs and attorneys' fees. It is unclear whether the Nevada Lawsuit also seeks to enjoin the Proposed Merger. CAC and the CAC Directors believe this lawsuit is without merit and will defend themselves vigorously. The deadline to respond to the Nevada Lawsuit has been indefinitely extended by agreement of the parties. On April 20, 2015, CAC received a demand for production of CAC's books and records pursuant to Section 220 of the Delaware General Corporation Law on behalf of a purported stockholder. The alleged purpose of the demand is to investigate potential misconduct and breaches of fiduciary duties by CAC's directors and explore certain remedial measures in connection with the Proposed Merger. After exchanging correspondence with purported shareholder's counsel, CAC began and is currently engaged in producing documents as required by Section 220. CGP LLC cannot provide assurance as to the outcome of these matters or of the range of reasonably possible losses should these matters ultimately be resolved against CGP LLC due to the inherent uncertainty of litigation and the stage of the related litigation. CEOC Bondholder Litigation, or Noteholder Disputes On August 4, 2014, Wilmington Savings Fund Society, FSB, solely in its capacity as successor indenture trustee for the 10% Second-Priority Senior Secured Notes due 2018 (the "Notes"), on behalf of itself and, it alleges, derivatively on behalf of CEOC, filed a lawsuit (the "Delaware Second Lien Lawsuit") in the Court of Chancery in the State of Delaware against CEC, CEOC, CGP LLC, CAC, CERP, Caesars Enterprise Services, LLC, Eric Hession, Gary Loveman, Jeffrey D. Benjamin, David Bonderman, Kelvin L. Davis, Marc C. Rowan, David B. Sambur, and Eric Press. The lawsuit alleges claims for breach of contract, intentional and constructive fraudulent transfer, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, and corporate waste. The lawsuit seeks (1) an award of money damages; (2) to void certain transfers, the earliest of which dates back to 2010; (3) an injunction directing the recipients of the assets in these transactions to return them to CEOC; (4) a declaration that CEC remains liable under the parent guarantee formerly applicable to the Notes; (5) to impose a constructive trust or equitable lien on the transferred assets; and (6) an award to the plaintiffs for their attorneys' fees and costs. The only claims against CAC and CGP LLC are for intentional and constructive fraudulent transfer. CAC and CGP LLC believe this lawsuit is without merit and will defend themselves vigorously. A motion to dismiss this action was filed by CEC and other defendants in September 2014, the motion was argued in December 2014. During the pendency of its Chapter 11 bankruptcy proceedings, the action has been automatically stayed with respect to CEOC. The motion to dismiss with respect to CEC was denied on March 18, 2015. In a Verified Supplemental Complaint filed on August 3, 2015, the plaintiff stated that due to CEOC's bankruptcy filing, the continuation of all claims was stayed pursuant to the bankruptcy except for Claims II, III, and X. These are claims against CEC only, for breach of contract in respect of the release of the parent guarantee formerly applicable to the Notes, for declaratory relief in respect of the release of this guarantee, and for violations of the Trust Indenture Act in respect of the release of this guarantee. CEC has informed CAC and CGP LLC that fact discovery in the case is substantially complete. No trial date has been set. On September 3, 2014, holders of approximately $21 million of CEOC Senior Unsecured Notes due 2016 and 2017 filed suit in federal district court in United States District Court for the Southern District of New York against CEC and CEOC, claiming broadly that an August 12, 2014 Note Purchase and Support Agreement between CEC and CEOC (on the one hand) and certain other holders of the CEOC Senior Unsecured Notes (on the other hand) impaired their own rights under the Senior 39

Unsecured Notes. The lawsuit seeks both declaratory and monetary relief. On October 2, 2014, other holders of CEOC Senior Unsecured Notes due 2016 purporting to represent a class of all holders of these Notes from August 11, 2014 to the present filed a substantially similar suit in the same court, against the same defendants, relating to the same transactions. Both lawsuits (the "Senior Unsecured Lawsuits") have been assigned to the same judge. The claims against CEOC have been automatically stayed during its Chapter 11 bankruptcy proceedings. The court denied a motion to dismiss both lawsuits with respect to CEC. The parties have completed fact discovery with respect to both plaintiffs' claims against CEC. On October 23, 2015, plaintiffs in the Senior Unsecured Lawsuits moved for partial summary judgment, and on December 29, 2015, those motions were denied. On December 4, 2015, plaintiff in the action brought on behalf of holders of CEOC's 6.50% Senior Unsecured Notes moved for class certification, and under the schedule imposed by the court for this motion, briefing has been completed. These lawsuits are currently scheduled for trial in May 2016. CAC and CGP LLC are not parties to these lawsuits. On November 25, 2014, UMB Bank ("UMB"), as successor indenture trustee for CEOC's 8.5% senior secured notes due 2020, filed a verified complaint (the "Delaware First Lien Lawsuit") in Delaware Chancery Court against CEC, CEOC, CERP, CAC, CGP LLC, CES, and against an individual, and past and present members of the CEC and CEOC Boards of Directors, Gary Loveman, Jeffrey Benjamin, David Bonderman, Kelvin Davis, Eric Press, Marc Rowan, David Sambur, Eric Hession, Donald Colvin, Fred Kleisner, Lynn Swann, Chris Williams, Jeffrey Housenbold, Michael Cohen, Ronen Stauber, and Steven Winograd, alleging generally that defendants have improperly stripped CEOC of prized assets, have wrongfully affected a release of a CEC parental guarantee of CEOC debt and have committed other wrongs. Among other things, UMB Bank has asked the court to appoint a receiver over CEOC. In addition, the Delaware First Lien Lawsuit pleads claims for fraudulent conveyances/transfers, insider preferences, illegal dividends, declaratory judgment (for breach of contract as regards to the parent guarantee and also as to certain covenants in the bond indenture), tortious interference with contract, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, usurpation of corporate opportunities, and unjust enrichment, and seeks monetary and equitable as well as declaratory relief. CAC and CGP LLC believe this lawsuit is without merit and will defend themselves vigorously. All of the defendants have moved to dismiss the lawsuit, and that motion has been fully briefed. In addition, this lawsuit has been automatically stayed with respect to CEOC during the Chapter 11 process and, pursuant to the (a) Fifth Amended and Restated Restructuring Support and Forbearance Agreement dated October 7, 2015, with certain holders of claims in respect of claims under CEOC's first lien notes (the “First Lien Bond RSA”) and (b) Restructuring Support and Forbearance Agreement dated August 21, 2015, with certain holders of claims in respect of claims under CEOC's first lien credit agreement (the “First Lien Bank RSA” and, together with the First Lien Bond RSA, the “RSAs”) , has been subject to a consensual stay for all. The consensual stay will expire upon the termination of the First Lien Bond RSAs. On February 13, 2015, Caesars Entertainment received a Demand For Payment of Guaranteed Obligations (the "February 13 Notice") from Wilmington Savings Fund Society, FSB, in its capacity as successor Trustee for CEOC's 10.00% Second-Priority Notes. The February 13 Notice alleges that CEOC's commencement of its voluntary Chapter 11 bankruptcy case constituted an event of default under the indenture governing the 10.00% Second-Priority Notes; that all amounts due and owing on the 10.00% Second-Priority Notes therefore immediately became payable; and that Caesars Entertainment is responsible for paying CEOC's obligations on the 10.00% Second-Priority Notes, including CEOC's obligation to timely pay all principal, interest, and any premium due on these notes, as a result of a parent guarantee provision contained in the indenture governing the notes that the February 13 Notice alleges is still binding. The February 13 Notice accordingly demands that Caesars Entertainment immediately pay Wilmington Savings Fund Society, FSB, cash in an amount of not less than $3.7 billion , plus accrued and unpaid interest (including without limitation the $184 million interest payment due December 15, 2014 that CEOC elected not to pay) and accrued and unpaid attorneys' fees and other expenses. The February 13 Notice also alleges that the interest, fees and expenses continue to accrue. CAC and CGP LLC are not parties to this demand. On February 18, 2015, Caesars Entertainment received a Demand For Payment of Guaranteed Obligations (the "February 18 Notice") from BOKF, N.A. ("BOKF"), in its capacity as successor Trustee for CEOC's 12.75% Second-Priority Senior Secured Notes due 2018 (the " 12.75% Second-Priority Notes"). The February 18 Notice alleges that CEOC's commencement of its voluntary Chapter 11 bankruptcy case constituted an event of default under the indenture governing the 12.75% Second-Priority Notes; that all amounts due and owing on the 12.75% Second-Priority Notes therefore immediately became payable; and that CEC is responsible for paying CEOC's obligations on the 12.75% Second-Priority Notes, including CEOC's obligation to timely pay all principal, interest and any premium due on these notes, as a result of a parent guarantee provision contained in the indenture governing the notes that the February 18 Notice alleges is still binding. The February 18 Notice therefore demands that CEC immediately pay BOKF cash in an amount of not less than $750 million , plus accrued and unpaid interest, accrued and unpaid attorneys' fees, and other expenses. The February 18 Notice also alleges that the interest, fees and expenses continue to accrue. CAC and CGP LLC are not parties to this demand. On March 3, 2015, BOKF filed a lawsuit (the "New York Second Lien Lawsuit") against CEC in federal district court in Manhattan, in its capacity as successor trustee for CEOC's 12.75% Second-Priority Notes. On June 15, 2015, UMB filed a lawsuit (the "New York First Lien Lawsuit") against CEC, also in federal district court in Manhattan, in its capacity as successor trustee for CEOC's 11.25% Senior Secured Notes due 2017, 8.50% Senior Secured Notes due 2020, and 9.00% Senior Secured Notes due 2020. Plaintiffs in these actions allege that CEOC's filing of its voluntary Chapter 11 bankruptcy case constitutes an 40

event of default under the indenture governing these notes, causing all principal and interest to become immediately due and payable, and that CEC is obligated to make those payments pursuant to a parent guarantee provision in the indentures governing these notes that plaintiffs allege are still binding. Both plaintiffs bring claims for violation of the Trust Indenture Act of 1939, breach of contract, breach of duty of good faith and fair dealing and for declaratory relief and BOKF brings an additional claim for intentional interference with contractual relations. The cases have both been assigned to the same judge presiding over the other Parent Guarantee Lawsuits, as defined below. CEC filed its answer to the BOKF complaint on March 25, 2015, and to the UMB complaint on August 10, 2015. On June 25, 2015, and June 26, 2015, BOKF and UMB, respectively, moved for partial summary judgment, specifically on their claims alleging a violation of the Trust Indenture Act of 1939, seeking both declaratory relief and damages. On August 27, 2015, those motions were denied. The court, on its own motion, certified its order with respect to the interpretation of the Trust Indenture Act for interlocutory appeal to the United States Court of Appeals for the Second Circuit, and on December 22, 2015, the appellate court denied CEC's motion for leave to appeal. On November 20, 2015, BOKF and UMB again moved for partial summary judgment. Those motions likewise were denied. CAC and CGP LLC are not parties to these lawsuits. On March 11, 2015, CEOC filed an adversary proceeding in bankruptcy court requesting that the Parent Guarantee Lawsuits be enjoined against all defendants through plan confirmation; in subsequent submissions, CEOC stated that it sought a temporary stay of those lawsuits until 60 days after the issuance of a final report by the Bankruptcy Examiner. CEOC argued that contemporaneous prosecution of related claims against CEC would impair the bankruptcy court's jurisdiction over the Debtors' reorganization by threatening the Debtors' ability to recover estate property for the benefit of all creditors, diminishing the prospects of a successful reorganization, and depleting property of the estate. On July 22, 2015, the bankruptcy court denied CEOC's request, and on October 6, 2015, this denial was affirmed by the United States District Court for the Northern District of Illinois. On December 23, 2015, the United States Court of Appeals for the Seventh Circuit vacated the denial of CEOC's request to enjoin the Parent Guarantee Lawsuits and remanded the case for further proceedings. On February 26, 2016, the bankruptcy court granted CEOC’s motion for a temporary stay with respect to the New York Second Lien Lawsuit and the New York First Lien Lawsuit that had been scheduled to begin on March 14. The stay will remain in effect until 60 days after the filing of the Examiner’s interim report (expected between March 7 and March 14), or May 9, 2016, whichever comes first. Certain defendants in these adversary proceedings have sought rehearing en banc by the court of appeals. None of the rulings on CEOC's request to enjoin the Parent Guarantee Lawsuits addresses the merits of those actions. On October 20, 2015, Wilmington Trust, National Association ("Wilmington Trust"), filed a lawsuit (the "New York Senior Notes Lawsuit" and, together with the Delaware Second Lien Lawsuit, the Delaware First Lien Lawsuit, the Senior Unsecured Lawsuits, the New York Second Lien Lawsuit, and the New York First Lien Lawsuit, the "Parent Guarantee Lawsuits") against CEC in federal district court in Manhattan in its capacity as successor indenture trustee for CEOC's 10.75% Senior Notes due 2016 (the "10.75% Senior Notes"). Plaintiff alleges that CEC is obligated to make payment of amounts due on the 10.75% Senior Notes pursuant to a parent guarantee provision in the indenture governing those notes that plaintiff alleges is still in effect. Plaintiff raises claims for violations of the Trust Indenture Act of 1939, breach of contract, breach of the implied duty of good faith and fair dealing, and for declaratory judgment, and seeks monetary and declaratory relief. CEC filed its answer to the complaint on November 23, 2015, and the parties have begun fact discovery. CAC and CGP LLC are not parties to these lawsuits. In accordance with the terms of the applicable indentures and as previously disclosed, Caesars Entertainment believes that it is not subject to the above-described guarantees. As a result, Caesars Entertainment believes the demands for payment are without merit. The claims against CEOC have been stayed due to the Chapter 11 process and, except as described above, the actions against CEC have been allowed to continue. CAC and CGP LLC believe that the claims and demands described above against CAC and CGP LLC in the Delaware First Lien Lawsuit and Delaware Second Lien Lawsuit are without merit and intend to defend themselves vigorously. For the Delaware First Lien Lawsuit and Delaware Second Lien Lawsuit, at the present time, CAC and CGP LLC believe it is not probable that a material loss will result from the outcome of these matters. However, given the uncertainty of litigation, CAC and CGP LLC cannot provide assurance as to the outcome of these matters or of the range of reasonably possible losses should the matters ultimately be resolved against them. Should these matters ultimately be resolved through litigation outside of the financial restructuring of CEOC, which CAC and CGP LLC believe these matters would likely be long and protracted, and were a court to find in favor of the claimants in the Delaware First Lien Lawsuit or the Delaware Second Lien Lawsuit, such determination could have a material adverse effect on CAC and CGP LLC's business, financial condition, results of operations, and cash flows. National Retirement Fund In January 2015, a majority of the Trustees of the National Retirement Fund ("NRF"), a multi-employer defined benefit pension plan, voted to expel CEC and its participating subsidiaries ("CEC Group") from the plan. NRF claims that CEOC's bankruptcy presents an "actuarial risk" to the plan because, depending on the outcome of the bankruptcy proceeding, CEC might no longer be liable to the plan for any partial or complete withdrawal liability. NRF has advised the CEC Group that its 41

expulsion has triggered withdrawal liability with a present value of approximately $360 million , payable in 80 quarterly payments of about $6 million . Prior to NRF's vote, the CEC Group reiterated its commitment to remain in the plan and not seek rejection of any collective bargaining agreements in which the obligation to contribute to NRF exists. It is completely current with respect to pension contributions. The CEC Group opposed the NRF actions in the appropriate legal forums including seeking a declaratory judgment in federal district court challenging NRF's authority to expel the CEC Group and also seeking relief in the CEOC bankruptcy proceeding. The parties entered into a Standstill Agreement in March 2015 staying the CEC Group's obligation to commence quarterly payments and instead continue making its monthly contributions, and also setting a briefing schedule in the bankruptcy proceeding for both CEOC's motion that NRF's action violated the automatic stay and the CEC Group's motion to extend the stay to encompass NRF's collection lawsuit against CEC. The Bankruptcy Court denied CEOC's motion that NRF's action violated the automatic stay but CEOC's motion to extend the stay to encompass NRF's collection lawsuit against CEC is still pending. The Standstill Agreement remains in effect. Also, the federal district court has granted NRF's motion to dismiss CEC's declaratory judgment action agreeing with NRF that the governing statute requires that the issue must first be arbitrated. CEC has filed its Notice of Appeal challenging the district court's ruling. CEC believes that its legal arguments against the actions undertaken by NRF are strong and will pursue them vigorously. Because legal proceedings with respect to this matter are at the preliminary stages, CEC cannot currently provide assurance as to the ultimate outcome of the matters at issue. Other Matters In recent years, governmental authorities have been increasingly focused on anti-money laundering ("AML") policies and procedures, with a particular focus on the gaming industry. In October 2013, CEOC's subsidiary, Desert Palace, Inc. (the owner of and referred to herein as Caesars Palace), received a letter from the Financial Crimes Enforcement Network of the United States Department of the Treasury ("FinCEN"), stating that FinCEN was investigating Caesars Palace for alleged violations of the Bank Secrecy Act to determine whether it is appropriate to assess a civil penalty and/or take additional enforcement action against Caesars Palace. Caesars Palace responded to FinCEN's letter in January 2014. Additionally, CEC was informed in October 2013 that a federal grand jury investigation regarding anti-money laundering practices of CEC and its subsidiaries had been initiated. CEC and Caesars Palace have been cooperating with FinCEN, the Department of Justice and the Nevada Gaming Control Board (the "GCB") on this matter. On September 8, 2015, FinCEN announced a settlement pursuant to which Caesars Palace agreed to an $8 million civil penalty for its violations of the Bank Secrecy Act, which penalty shall be treated as a general unsecured claim in Caesars Palace's bankruptcy proceedings. In addition, Caesars Palace agreed to conduct periodic external audits and independent testing of its AML compliance program, report to FinCEN on mandated improvements, adopt a rigorous training regime, and engage in a "lookback" for suspicious transactions. The terms of the FinCEN settlement were approved by the bankruptcy court on October 19, 2015. CEOC and the GCB reached a settlement on the same facts as above, wherein CEC agreed to pay $1.5 million and provide to the GCB the same information that is reported to FinCEN and to resubmit its updated AML policies. On September 17, 2015, the settlement agreement was approved by the Nevada Gaming Commission. CEOC continues to cooperate with the Department of Justice in its investigation of this matter. CCP LLC is party to ordinary and routine litigation incidental to CGP LLC's business. CGP LLC does not expect the outcome of any such litigation to have a material effect on CGP LLC's financial position, results of operations, or cash flows, as CGP LLC does not believe it is reasonably possible that CGP LLC will incur material losses as a result of such litigation. Harrah's New Orleans Operating Agreement Harrah's New Orleans operates under a casino operating contract with the Rivergate Development Corporation, as amended and restated on various occasions. The term of the amended casino operating contract expired in July 2014 and automatically renewed for 10 years. As amended, the contract requires Harrah's New Orleans to make minimum annual payments to the Louisiana Gaming Control Board ("Control Board") equal to the greater of 21.5% of gross gaming revenues from Harrah's New Orleans in the applicable casino operating contract fiscal year or $60.0 million for each annual period beginning after April 1, 2002. In addition, Harrah's New Orleans is required to pay an override on gross gaming revenues equal to (i) 1.5% of gross gaming revenues between $500.0 million and $700.0 million ; (ii) 3.5% for gross gaming revenues between $700.0 million and $800.0 million ; (iii) 5.5% for gross gaming revenues between $800.0 million and $900.0 million ; and (iv) 7.5% for gross gaming revenues in excess of $900.0 million . For the years ended December 31, 2015 and 2014 and the period from October 22 through December 31, 2013 , Harrah's New Orleans paid $71.4 million , $72.6 million and $14.1 million , respectively, to the Louisiana Gaming Control Board. Playtika and Pacific Interactive Employment Agreements In December 2011, a subsidiary of Caesars Interactive entered into employment agreements with certain selling shareholders of Playtika who had been managing Playtika both prior and subsequent to CIE's May 2011 acquisition. Under these 42

employment agreements, a subsidiary of Caesars Interactive agreed to pay $4.0 million in success bonuses which were fully settled in 2014. In addition, Caesars Interactive has remaining success bonuses payable to certain other Playtika employees. As of December 31, 2015 and 2014 , payables were $2.1 million and $1.1 million , respectively. These success bonuses are dependent upon the receiving individuals still being employed on the dates that such bonuses become payable. The remaining success bonuses were settled in January 2016. Pursuant to the terms of the Pacific Interactive acquisition agreement in February 2014, CIE agreed to pay retention bonuses totaling $10.0 million over a four-year period. This retention arrangement was amended by the HRC in November 2015 to reduce the total payout amount by $1.3 million to reflect a reduction in headcount among the covered workforce and to accelerate the timing of payments by three months. As of December 31, 2015 and 2014 , future retention payments owed under this agreement totaled $7.0 million and $10.0 million , respectively. Success and retention bonuses are included in Accrued expenses in the Consolidated Balance Sheets with a charge to compensation expense over the required service period. Planet Hollywood Energy Services Agreement Planet Hollywood's predecessor entered into an Energy Services Agreement ("ESA") with Northwind Aladdin, LLC ("Northwind") on September 24, 1998, subject to five subsequent amendments. Under the terms of the amended ESA, Northwind is required to provide chilled water, hot water and emergency power to Planet Hollywood from a central utility plant for a term that expires February 29, 2020. Planet Hollywood recorded expenses of $3.0 million , $3.0 million and $0.8 million during the years ended December 31, 2015 and 2014 and the period from October 22 through December 31, 2013 , respectively, which is included in Property, general, administrative and other expenses in the accompanying Combined and Consolidated Statements of Operations. As of December 31, 2015 and 2014 , Planet Hollywood had future minimum commitments and contingencies of $5.4 million and $8.4 million , respectively, related to the amended ESA. Insurance Accruals CGP LLC's properties are insured for workers' compensation, property, general liability and other insurance coverage through Caesars Entertainment. See Note 19 — Related Party Transactions for additional information. Entertainment Commitments In July 2013, Planet Hollywood terminated its lease with a third-party in order to retake possession of the larger performance theater space in Planet Hollywood, recently rebranded as The AXIS at Planet Hollywood Resort & Casino. In connection with that transaction, Planet Hollywood refurbished the theater and entered into a performance agreement with Britney Spears pursuant to which Ms. Spears agreed to perform at The AXIS starting in December 2013. The original performance agreement runs through the end of 2015. In September 2015, Planet Hollywood and Ms. Spears entered into a new performance agreement pursuant to which Ms. Spears agreed to continue to perform at The AXIS through December 2017. In November 2015, Planet Hollywood finalized its performance agreement with Jennifer Lopez pursuant to which Ms. Lopez agreed to perform at The AXIS starting in January 2016. The performance agreements with Ms. Spears and Ms. Lopez contain customary representations, warranties, covenants and agreements and exclusivity and non-compete provisions for similar transactions. As of December 31, 2015 , CGP LLC's future commitments aggregate to approximately $78.5 million . Contingent Consideration and Contingently Issuable Non-voting Membership Units CGP LLC expects it will have to pay additional consideration associated with its acquisitions and the Transactions as previously discussed in Note 11 — Fair Value Measurements . Management Fees to Related Party See Note 19 — Related Party Transactions for discussion of management fees to related party. Uncertainties Since 2009, Harrah's New Orleans has undergone audits by state and local departments of revenue related to sales taxes on hotel rooms, parking and entertainment complimentaries. The periods that have been or are currently being audited are 2004 through 2013. In connection with these audits, certain periods have been paid under protest or are currently in various stages of litigation. As a result of these audits Harrah's New Orleans had accrued $3.6 million and $6.7 million at December 31, 2015 and 2014 , respectively. Note 13 — Leases CGP LLC leases both real estate and equipment used in its operations and classifies those leases as either operating or capital leases for accounting purposes. As of December 31, 2015 and 2014 , CGP LLC had capital leases included in Land, 43

property and equipment, net in the accompanying Consolidated Balance Sheets (see Note 7 — Debt ). The remaining lives of its operating leases ranged from one to 84 years with various automatic extensions. Rental expense associated with operating leases is charged to expense in the year incurred. Rental expense for operating leases and other month-to-month cancellable leases are included in Operating expenses in the Combined and Consolidated Statements of Operations and amounted to $69.8 million , $67.1 million and $9.2 million for the years ended December 31, 2015 and 2014 and the period from October 22 through December 31, 2013 , respectively. As of December 31, 2015 , CGP LLC's future minimum rental commitments under its non-cancellable operating leases are as follows: (In millions)

Non-cancellable Operating Leases

Year 2016 2017 2018 2019 2020 Thereafter

50.2 51.3 52.0 51.8 51.4 634.2

890.9

Year Ended December 31, 2014

October 22, 2013 Through December 31, 2013

Total future minimum rental commitments

See Note 19 — Related Party Transactions for discussion of related party lease agreements that are included in the table above. Note 14 — Supplemental Cash Flow Information Changes in Working Capital Accounts The increase/(decrease) in cash and cash equivalents due to the changes in working capital accounts were as follows:

Year Ended December 31, 2015

(In millions) Receivables

(22.7)

(21.4)

(23.5)

Interest receivable from related party

—

(2.0)

Prepayments and other current assets

(8.4)

(2.5)

(3.7)

4.3

3.4

(18.7)

Payable to related parties

(49.9)

31.4

18.6

Accrued expenses and other current liabilities

(11.8)

22.1

21.9

(2.9)

3.1

Accounts payable

Foreign tax payable $

Net change in working capital accounts

(91.4)

34.1

9.8

1.4 $

5.8

Cash Paid for Interest The following table reconciles Interest expense, net of interest capitalized, per the Combined and Consolidated Statements of Operations, to cash paid for interest: Year Ended December 31, 2015

(In millions) Interest expense, net of interest capitalized

October 22, 2013 Through December 31, 2013

Year Ended December 31, 2014

196.1

172.9

16.3

Adjustments to reconcile to cash paid for interest: Net change in accruals

0.1

(31.0)

Debt Issuance costs and fees

—

(26.1)

—

Equitized intercompany loan interest

—

(3.6)

(1.9)

(0.9)

(0.6)

(0.2)

(10.9)

(16.9)

(4.8)

Prepaid bond interest Net amortization of debt discounts and debt issuance costs Change in fair value of derivatives

—

Capitalized interest

6.5

22.7

(4.4)

(0.1) 3.5

Cash paid for interest

190.9

117.4

8.4

Cash payments for income taxes, net

81.0

44.6

5.0

Significant Non-cash Transactions There were no significant non-cash investing activities during the years ended December 31, 2015 and 2014 . Significant non-cash investing activities for the period from October 22 through December 31, 2013 included $34.9 million of purchases classified as Land, property and equipment, net which had a corresponding liability in Accounts Payable in the Consolidated Balance Sheets. On March 31, 2014, the related party promissory notes with Harrah's New Orleans and The Cromwell, including accrued interest, were settled for Harrah's New Orleans with CEOC and for The Cromwell with Caesars Entertainment. The settlement was accounted for as a net equity contribution in the amount of $139.9 million and is further described in Note 19 — Related Party Transactions . Significant non-cash financing activities include (1) the issuance of non-voting shares to Caesars Entertainment in connection with the contribution of assets to CGP LLC by Caesars Entertainment during the year ended December 31, 2013 ; (2) $376.9 million related to the distribution of the CEOC bonds to CAC and CEC during the year ended December 31, 2014 ; (3) the automatic conversion of $47.7 million of convertible notes issued to Rock Gaming which were converted into 8,913 shares of Caesars Interactive common stock in November 2014; and (4) contribution of 648,046 and 521,218 CAC shares issued on October 21, 2015 and October 21, 2014, respectively, valued at $4.6 million and $4.8 million , respectively, to CGP LLC pursuant to the Equity Plan. These shares were contributed to CGP LLC by CAC as an additional investment into CGP LLC and CGP LLC issued an equivalent number of voting units in CGP LLC and distributed those units to CAC. On October 21, 2013, the aggregate fair market value of the subscription rights issued by Caesars Entertainment in the Transactions was restored to Caesars Entertainment through a return of senior notes previously issued by CEOC from CGP LLC. The amount of the restoration was approximately $21.1 million . See Note 1 — Description of Business and Summary of Significant Accounting Policies . Note 15 — Stock-based Compensation and Employee Benefit Plans A number of employee benefit programs are established for purposes of attracting, retaining and motivating employees. The following is a description of the basic components of these programs as of December 31, 2015 . Stock-based Compensation Plans Caesars Entertainment grants stock-based compensation awards in Caesars Entertainment common stock to certain employees that work for the management companies of CGP LLC's casino properties under the Caesars 2012 Performance Incentive Plan. Caesars Entertainment's allocated expense to CGP LLC associated with stock-based awards for the years ended December 31, 2015 and 2014 and the period from October 22 through December 31, 2013 , allocations were $5.0 million , $1.3 million and $0.2 million . Caesars Interactive grants stock-based compensation awards in Caesars Interactive common stock to its employees and service providers in accordance with the Plan, which is intended to promote the interests of Caesars Interactive and its 45

shareholders by providing key employees, directors, service providers and consultants with an incentive to encourage their continued employment or service and improve the growth and profitability of Caesars Interactive. For the years ended December 31, 2015 and 2014, the HRC approved, and CIE offered, certain holders of vested options the ability to exercise their options and, immediately subsequent to exercise, sell those shares back to CIE, consistent with the terms of the Liquidity Plan. For the years ended December 31, 2015 and 2014 , cash paid under the Liquidity Plan for vested options and CIE shares owned by management totaled $54.9 million and $28.6 million , respectively. The following is a description of the components of these programs under both the Plan and also the Liquidity Plan as of December 31, 2015 : Stock Options and Warrants Time-based stock options and warrants have been granted to employees and non-employees, and are subject to graded vesting periods ranging from four to seven years. Vesting is subject to the participant's continued employment or service, through the applicable vesting date. All warrants to non-employees and the majority of the stock options to employees and non-employees contain a call option, at a fixed amount, which is exercisable by CIE. Since the embedded call feature is at a fixed price, the call feature could result in a repurchase amount that is less than the fair value of the underlying shares. Therefore, these options and warrants are liability-classified instruments and are measured at fair value at each reporting date for accounting purposes. Prior to 2014, options without the call provision were equity-classified instruments and were measured at their fair value at the date of grant for accounting purposes. All unexercised options and warrants expire on the tenth anniversary of the grant date. As described above, the Committee approved the Liquidity Plan to provide offers to repurchase certain awards and CIE shares from participants of the Plan. For accounting purposes, the provisions of the Liquidity Plan were deemed to modify the awards underlying the Plan. Effectively, the Company has determined to account for the subject stock options and warrants as if CIE has a conditional obligation to settle such options in cash at some future date pursuant to the Liquidity Plan. However, (i) the Liquidity Plan is fully at CIE's discretion, (ii) requires additional approval by the HRC for all future purchases and (iii) makes no commitment that any specific employees will be permitted to participate in future shares or deemed share purchases, if any. As a result of this modification, all outstanding options and warrants granted under the Plan were modified to be accounted for as liability-classified awards at December 31, 2015 . Certain CIE employees have been granted CIE stock options with vesting conditions achieved upon CIE meeting certain consolidated earnings targets. These stock options are subject to the call feature as previously described and are thus classified as liability instruments, with compensation cost recorded over the estimated probable service period implied by the particular performance target pertaining to each tranche of awards. Certain non-employees have been granted CIE stock options which initially contained vesting conditions associated with the legalization and implementation of online gaming in the U.S. Under the original grant agreements, these stock options were to vest based on conditions other than market, performance or service conditions and therefore were recorded as liability-classified instruments and were measured at their fair value at each reporting date for accounting purposes. These stock options were modified during 2015 to remove such vesting conditions and to instead subject the awards to graded three year vesting from the date of modification. These stock options are subject to the call feature described in the preceding paragraph, and are thus classified as liability instruments, with compensation cost to be recognized ratably by CIE over the amended three-year vesting schedule. As of December 31, 2015 , Caesars Interactive had 2,652 shares available for awards under the Plan. The following is a summary of Caesars Interactive's stock option and warrant activity for the year ended December 31, 2015 : Weighted Average Exercise Price

Shares Outstanding at January 1, 2015

13,279

3,953.85

Fair Value $

(1)

1,616.01

Granted

10,350

15,352.49

Exercised

(1,984)

2,424.20

671.52

Canceled

(588)

8,106.90

3,605.48

Weighted Average Remaining Contractual Term (years) 6.8

4,670.27

Outstanding at December 31, 2015

21,057

9,584.64

3,154.59

7.8

Vested and expected to vest at December 31, 2015

20,179

9,620.68

3,151.58

7.8

6,292

2,790.08

934.40

4.7

Exercisable at December 31, 2015 _________________________ (1)

Represents the average grant date fair value per option, using a Monte Carlo model.

When information is available, Caesars Interactive uses historical stock option and warrant holder behavioral data to estimate the option or warrant exercise and termination rates used in the option-pricing model. As CIE does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term, it was calculated through the Monte Carlo model assuming that the options and warrants will be disposed of either post-vesting but prior to a liquidity event, at the date of a liquidity event or after a liquidity event. Expected volatility was based on the historical volatility of the common stock of CIE's competitor peer group for a period approximating the expected life. Caesars Interactive has no current intention to pay dividends on its common stock. The risk-free interest rate within the expected term was based on the U.S. Treasury yield curve in effect at the time of grant. Valuation assumptions for Caesars Interactive's stock options and warrants for the indicated periods are presented below:

Expected range of volatility Expected dividend yield Expected range of term (in years) Risk-free interest rate range

Year Ended December 31, 2015

Year Ended December 31, 2014

October 22, 2013 Through December 31, 2013

42.89% - 49.39% —%

46.48% - 56.77% —%

49.66 - 58.64% —%

1.52 - 4.72

2.41 - 7.09

2.32 - 7.25

0.67% - 1.73%

0.66% - 2.32%

0.55 - 2.51%

As of December 31, 2015 , there was approximately $81.4 million of total unrecognized compensation expense related to Caesars Interactive's stock options to employees and no unrecognized compensation expense related to warrants to non-employees. As of December 31, 2015 , this cost is expected to be recognized over a remaining average period of 3.3 years . For the years ended December 31, 2015 and 2014 and for the period from October 22 through December 31, 2013 , the compensation cost that has been charged against earnings for stock options and warrants was approximately $39.0 million , $58.3 million and $16.6 million , respectively, which was included in Property, general, administrative and other in the Combined and Consolidated Statements of Operations. At December 31, 2015 , the intrinsic value of outstanding, vested and expected to vest, and exercisable stock options and warrants totaled $129.6 million , $123.5 million , and $81.5 million , respectively. The weighted-average grant date fair value of stock options granted during the years ended December 31, 2015 and 2014 was $4,670.27 and $4,717.02 , respectively. The total intrinsic value of stock options exercised under the provisions of both the Liquidity Plan and the Plan during the years ended December 31, 2015 and 2014 was $21.3 million and $26.7 million , respectively. Restricted Shares and Restricted Stock Units Certain key employees of a subsidiary of Caesars Interactive have been granted restricted shares which became fully vested during 2014 and which were reclassified to equity in 2015. Certain key Caesars Interactive employees have been granted RSUs, which are subject to vesting periods ranging from two to seven years. For RSU awards subject to a seven-year vesting period, 25% of the award vests ratably over four years, 25% vests ratably over five years, 25% vests ratably over six years and 25% vests ratably over seven years. The remaining RSUs are subject to either cliff vesting, whereby 100% of the award vests once the service period has been met, or graded vesting, whereby the award vests ratably over the service period. For the period from October 22 through December 31, 2013 , restricted shares and RSUs were equity-classified instruments and were measured at their fair value at the date of grant for accounting purposes. Restricted shares and RSUs were subject to the provisions of the Liquidity Plan as described above and were deemed modified in 2014 . As a result of this modification, the Company reversed any previously recorded expense in 2014 and any outstanding restricted shares and RSUs were recorded at fair value at December 31, 2015 and 2014 . If an RSU is not repurchased within six months and one day of vesting, the award will be reclassified to equity and CIE will no longer record the award at fair value. The following is a summary of Caesars Interactive's RSU and restricted shares activity for the year ended December 31, 2015 :

Shares Outstanding (non-vested) at January 1, 2015

Fair Value 5,096

Granted (RSUs)

924

Vested Canceled (RSUs)

6,494.71

4.1

13,161.70

(1,025)

6,004.02

(456)

7,649.01

4,539

Outstanding (non-vested) at December 31, 2015

Weighted Average Remaining Contractual Term (years)

7,827.24

8.2

As of December 31, 2015 , there was approximately $62.5 million of total unrecognized compensation cost related to RSUs and restricted shares, which is expected to be recognized over a remaining period of 3.2 years . For the years ended December 31, 2015 and 2014 and for the period from October 22 through December 31, 2013 , total compensation expense that was recorded in earnings for RSUs and restricted shares was approximately $20.5 million , $28.4 million and $1.2 million , respectively, included in Property, general, administrative and other in the Combined and Consolidated Statements of Operations. The weighted-average grant date fair value of RSUs and restricted shares granted during the years ended December 31, 2015 and 2014 was $13,161.70 and $10,019.69 , respectively. The fair value of RSUs and restricted shares vested during the years ended December 31, 2015 and 2014 was $15.4 million and $40.3 million , respectively. As of December 31, 2015 and 2014 , the liability for awards under the Plan totaled $106.2 million and $103.2 million , of which $5.1 million and $15.0 million is included in Accrued expenses and $101.1 million and $88.2 million is included in Deferred credits and other in the Consolidated Balance Sheets. Share Repurchases During the year ended December 31, 2013, CIE repurchased shares at prices ranging from $5,221 to $5,446 per share. Aggregate consideration paid by CIE totaled $9.9 million during the year ended December 31, 2013. During the year ended December 31, 2014, CIE repurchased shares at prices ranging from $8,000 to $10,710 per share. Aggregate consideration paid by CIE totaled $28.6 million during the year ended December 31, 2014. During the year ended December 31, 2015, CIE repurchased shares at prices ranging from $12,630 to $15,340 per share. Aggregate consideration paid by CIE totaled $54.9 million during the year ended December 31, 2015. During January and February 2016, CIE repurchased shares at a price of $15,740 per share. Aggregate consideration paid by CIE totaled $26.7 million during January and February 2016. Valuation of Caesars Interactive Common Stock Caesars Interactive determines the value of its common stock in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the "Practice Aid"). Valuations were determined with the assistance of a thirdparty valuation firm. In performing these valuations, the valuation specialists considered the appropriate valuation methodology to use based on the stage of development of CIE at each valuation date, in accordance with the Practice Aid. The valuation specialists considered a number of significant valuation events including, but not limited to, voluntary redemptions of shares by management shareholders electing to redeem such shares, exercises of options by third-part investors to purchase shares of common stock, recent initial public offerings in the social and mobile gaming business unit, independent third-party valuations of the WSOP trade name and exclusive rights to host the WSOP tournaments and recent acquisitions. Employee Benefit Plans Caesars Entertainment maintains a defined contribution savings and retirement plan in which employees of CGP LLC and its subsidiaries may participate. The plan, among other things, provides for pretax and after-tax contributions by employees. See Note 19 — Related Party Transactions for additional information regarding Employee Benefit Plans. Multiemployer Benefit Plans Certain employees of Caesars Entertainment are covered by union sponsored, collectively bargained, health and welfare multiemployer benefit plans. See Note 19 — Related Party Transactions for additional information regarding Multiemployer Benefit Plans. 48

Note 16 — Property, General, Administrative and Other Property, general, administrative and other expense consisted of the following:

Year Ended December 31, 2015

(In millions) Payroll costs

194.5

Advertising

October 22, 2013 Through December 31, 2013

Year Ended December 31, 2014 $

115.9

19.3

138.2

116.4

16.2

Corporate allocations

75.3

52.8

13.6

Research and development

72.6

60.1

7.8

Stock-based compensation

64.5

88.0

17.8

Rental expense

60.1

54.8

6.9

License, franchise tax and other

45.8

41.8

6.1

Entertainment expense

32.9

34.9

3.9

Utilities

29.6

27.9

4.1

0.3

17.4

14.7

Acquisition and integration costs Other

52.8 $

Total Property, general, administrative and other

766.6

109.2 $

719.2

13.7 $

124.1

Note 17 — Casino Promotional Allowances The retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenues and then deducted as Casino promotional allowances. The estimated retail value of such Casino promotional allowances is included in Net revenues as follows: Year Ended December 31, 2015

(In millions) Food and beverage

100.6

93.6

Rooms

81.8

74.3

Other

9.3

11.7

191.7

October 22, 2013 Through December 31, 2013

Year Ended December 31, 2014

179.6

16.1 15.0 2.5

33.6

The estimated cost of providing such promotional allowances is included in operating expenses as follows: Year Ended December 31, 2015

(In millions) Food and beverage

60.7

61.4

Rooms

25.5

26.3

Other

5.4

7.3

91.6

October 22, 2013 Through December 31, 2013

Year Ended December 31, 2014

95.0

10.4 5.4 1.3

17.1

Note 18 — Write-downs, Reserves and Project Opening Costs, Net of Recoveries Write-downs, reserves and project opening costs, net of recoveries include project opening costs, remediation costs, costs associated with efficiency projects, project write-offs, demolition costs and other non-routine transactions, net of recoveries. 49

The components of Write-downs, reserves and project opening costs, net of recoveries are as follows: Year Ended December 31, 2015

(In millions) Divestitures and abandonments

October 22, 2013 Through December 31, 2013

Year Ended December 31, 2014

5.6

6.0

1.3

Project opening costs

2.6

34.1

1.8

Remediation costs

2.2

9.3

0.9

Efficiency projects

0.2

1.2

—

Impairment

—

2.5

—

Other

1.5

—

(0.1)

12.1

53.1

3.9

Note 19 — Related Party Transactions WSOP Trade Name In 2009, Caesars Interactive acquired the WSOP trademarks and associated rights from CEOC for $15.0 million . At the same time, Caesars Interactive entered into a Trademark License Agreement with CEOC, pursuant to which CEOC acquired an exclusive, perpetual, royalty-free license to use the WSOP trademarks in connection with hosting the WSOP tournaments, operating WSOP branded poker rooms and selling certain WSOP branded retail items. This agreement remains in effect indefinitely, unless earlier terminated pursuant to the agreement's terms. In 2011, Caesars Interactive entered into a series of transactions pursuant to which Caesars Interactive effectively repurchased the exclusive rights to host the WSOP tournaments from CEOC for $20.5 million . The 2009 Trademark License Agreement remains in effect with respect to WSOP branded poker rooms and retail items, but the rights to host WSOP tournaments are owned by Caesars Interactive. As part of the 2011 transactions, Caesars Interactive entered into a Trademark License Agreement with CEOC pursuant to which Caesars Interactive granted CEOC the right to host the WSOP tournaments at the Rio Hotel in Las Vegas or at such other property agreed to by the parties, in exchange for a $2.0 million per year fee. Simultaneously, Caesars Interactive entered into a Circuit Event Agreement with CEOC pursuant to which Caesars Interactive granted CEOC the right to host a certain number of WSOP circuit events at various properties of CEOC for a price of $75,000 per event. Both agreements are in effect until September 1, 2017, unless earlier terminated pursuant to the agreements' respective terms. Revenues under this agreement associated with the WSOP circuit events amounted to $0.9 million , $1.7 million and $0.5 million for the years ended December 31, 2015 and 2014 and the period from October 22 through December 31, 2013 , respectively. Cross Marketing and Trademark License Agreement In 2011, Caesars Interactive entered into a Cross Marketing and Trademark License Agreement with Caesars World, Inc., Caesars License Company, LLC, Caesars Entertainment and CEOC. In addition to granting Caesars Interactive the exclusive rights to use various brands of Caesars Entertainment in connection with social and mobile games and online real money gaming in exchange for a 3% royalty, this agreement also provides that CEOC will provide certain marketing and promotional activities for Caesars Interactive, including participation in Caesars Entertainment's Total Rewards loyalty program, and Caesars Interactive will provide certain marketing and promotional activities for Caesars Entertainment and CEOC. The agreement also provides for certain revenue share arrangements where Caesars Interactive pays CEOC for customer referrals. This agreement is in effect until December 31, 2026, unless earlier terminated pursuant to the agreement's terms. For the years ended December 31, 2015 and 2014 and the period from October 22 through December 31, 2013 , Caesars Interactive paid $3.0 million , $0.6 million and $0.2 million , respectively, pursuant to the terms of the Cross Marketing and Trademark License Agreement. Cash Activity with Affiliates Prior to the May 2014 purchase of these properties by CGPH, Harrah's New Orleans, Bally's Las Vegas, The Cromwell and The LINQ Hotel & Casino transferred cash in excess of operating requirements and regulatory needs to CEOC on a daily basis. Cash transfers from CEOC to these properties were also made based upon needs to fund daily operations, including accounts payable, payroll and capital expenditures. The net of these transfers is reflected in Net transfers to parent and affiliates in the Cash flows from operating activities section of the Combined and Consolidated Statements of Cash Flows and Transactions with parent and affiliates, net in the Combined and Consolidated Statements of Stockholders' Equity. Subsequent to the May 2014 purchase of these properties by CGPH, the transfers of cash in excess of operating requirements and regulatory needs to CEOC and cash transfers from CEOC to fund daily operations no longer occur. 50

Formation of Caesars Enterprise Services, LLC CES, a services joint venture among CEOC, CERP, a subsidiary of Caesars Entertainment, and CGPH, (together the "Members" and each a "Member") manages CGP LLC's properties and provides CGP LLC with access to Caesars Entertainment's management expertise, intellectual property, back office services and Total Rewards loyalty program. CES also employs personnel under each property's corresponding property management agreement. Operating expenses are allocated to each Member with respect to their respective properties serviced by CES in accordance with historical allocation methodologies, subject to annual revisions and certain prefunding requirements. Corporate expenses that are not allocated to the properties directly are allocated by CES to CEOC, CERP, and CGPH according to their allocation percentages (initially 70.0% , 24.6% and 5.4% , respectively), subject to annual review. As a result of an annual review undertaken in September 2015 but effective July 2015, the allocation percentages were revised to 65.4% , 21.8% and 12.8% , respectively. CGPH has notified CES, CEOC and CERP that it objects to the new expense allocation but will pay the revised expense allocations under protest and reserves all rights. On October 1, 2014, CES began operations in Nevada, Louisiana and certain other jurisdictions in which regulatory approval had been received or was not required, including through the commencement of direct employment by CES of certain designated enterprise-wide employees. Omnibus License and Enterprise Services Agreement On May 20, 2014, the Members entered into an Omnibus License and Enterprise Services Agreement (the "Omnibus Agreement"), which granted licenses to the Members and certain of their affiliates in connection with the formation of CES. Initial contributions by the Members included a $22.5 million cash payment by CGP LLC on behalf of CGPH in October 2014. Pursuant to a capital call during the three months ended December 31, 2014, CGP LLC contributed an additional $0.1 million on behalf of CGPH. Pursuant to capital calls during the year ended December 31, 2015 , CGPH contributed an additional $3.9 million to CES. On October 1, 2014 and January 1, 2015, the Members transitioned certain executives and employees to CES and the services of such employees were available as part of CES's provision of services to the Members and certain of their affiliates that own properties that require CES services under the Omnibus Agreement. Under the Omnibus Agreement, CEOC, Caesars License Company, LLC ("CLC"), Caesars World, Inc. ("CWI"), CGPH and certain of their subsidiaries that granted CES a non-exclusive, irrevocable, world-wide, royalty-free license in and to all intellectual property owned or used by such licensors, including all intellectual property (a) currently used, or contemplated to be used, in connection with the properties owned by the Members and their respective affiliates, including any and all intellectual property related to the Total Rewards program, and (b) necessary for the provision of services contemplated by the Omnibus Agreement and by the applicable management agreement for any such property (collectively, the "Enterprise Assets"). CES granted to the properties owned or controlled by the Members, and their respective affiliates, non-exclusive licenses to the Enterprise Assets. CES granted to CEOC, CLC, CWI, CGPH and the properties owned or controlled by the Members licenses to any intellectual property that CES develops or acquires in the future that is not a derivative of the intellectual property licensed to it. CES also granted to CEOC, CLC, CWI and CGPH a non-exclusive license to intellectual property specific to the properties controlled by CGPH, CERP and their subsidiaries for any uses consistent with the uses made by CEOC, CLC, and CWI with respect to such intellectual property prior to the date of the Omnibus Agreement. Allocated General Corporate Expenses Prior to the May 2014 transactions described in Note 1 — Description of Business and Summary of Significant Accounting Policies , Harrah's New Orleans, Bally's Las Vegas, The LINQ Hotel & Casino and The Cromwell functioned as part of the larger group of companies owned by CEC and its subsidiaries. Prior to October 21, 2013, Planet Hollywood, CIE and Horseshoe Baltimore functioned as part of the larger group of companies owned by CEC and its subsidiaries. CEOC performed certain corporate overhead functions for these properties. These functions included, but were not limited to, payroll, accounting, risk management, tax, finance, recordkeeping, financial statement preparation and audit support, legal, treasury, regulatory compliance, insurance, information systems, office space, and corporate and other centralized services. Costs associated with centralized services have been allocated based on a percentage of revenue, or on another basis. CGP LLC entered into a management services agreement with CEOC pursuant to which CEOC and its subsidiaries provide certain services to CGP LLC and its subsidiaries. The agreement, among other things: •

provides that CEOC and its subsidiaries provide (a) certain corporate services and back office support, including payroll, accounting, risk management, tax, finance, recordkeeping, financial statement preparation and audit support, legal, treasury functions, regulatory compliance, insurance, information systems, office space, and corporate and other centralized services and (b) certain advisory and business management services, including developing business strategies, executing financing transactions and structuring acquisitions and joint ventures;

•

allows the parties to modify the terms and conditions of CEOC's performance of any of the services and to request additional services from time to time; and 51

•

provides for payment of a service fee to CEOC in exchange for the provision of services, plus a margin of 10% .

In addition, the shared service agreements pursuant to which CEOC provided similar services to Planet Hollywood, Harrah's New Orleans, Bally's Las Vegas, The LINQ Hotel & Casino and The Cromwell that were in place prior to the transactions continued to remain in force. As discussed in Formation of Caesars Enterprise Services LLC above, these services were assumed by CES in 2014. The Combined and Consolidated Statements of Operations reflects an allocation of both expenses incurred in connection with these shared services agreements and directly billed expenses incurred through Caesars Entertainment, CES and CEOC. General corporate expenses have been allocated based on a percentage of revenue, or on another basis (such as headcount), depending upon the nature of the general corporate expense being allocated. CGP LLC recorded allocated general corporate expenses (including at times a 10% surcharge) and directly billed expenses totaling $135.4 million , $110.4 million and $18.4 million for the years ended December 31, 2015 and 2014 and for the period from October 22 through December 31, 2013 , respectively. The net payable balances for allocated and directly billed expenses are recorded in Payables to related parties in the Consolidated Balance Sheets. The allocations of general corporate expenses may not reflect the expense CGP LLC would have incurred if it were a stand-alone company nor are they necessarily indicative of CGP LLC's future costs. Management believes the assumptions and methodologies used in the allocation of general corporate expenses from Caesars Entertainment, CES and CEOC are reasonable. Given the nature of these costs, it is not practicable for CGP LLC to estimate what these costs would have been on a stand-alone basis. Contingently Issuable Non-voting Membership Units In connection with the Transactions, CGP LLC recorded a liability of $167.8 million representing the fair value of additional non-voting membership units contingently issuable to Caesars Entertainment during 2016. The estimated fair value of the contingently issuable non-voting membership units at December 31, 2015 and 2014 was $228.0 million and $345.2 million , respectively. At December 31, 2015, CGP LLC reclassified the balance for Contingently issuable non-voting membership units from Liabilities to Additional paid-in capital as the number of CGP LLC non-voting membership units are no longer variable. Management Fees Harrah's New Orleans, The LINQ Hotel & Casino, Bally's Las Vegas and The Cromwell Management Fees The Property Managers are wholly-owned indirect subsidiaries of CEOC, and prior to the assignment of each respective management agreement to CES as of October 1, 2014, managed the operations of Harrah's New Orleans, The LINQ Hotel & Casino, Bally's Las Vegas and The Cromwell. Fees paid to the Property Managers for such services include a base management fee calculated at 2.0% of adjusted gross operating revenue plus net casino wins, and an incentive fee calculated at 5.0% of EBITDA less the base management fee. For the years ended December 31, 2015 and 2014 , the fees were $27.9 million and $14.5 million , respectively. These fees were included in Management fees to related parties in the Combined and Consolidated Statements of Operations. As of December 31, 2015 and 2014 , the payable balance related to these fees and recorded in Payables to related party in the Consolidated Balance Sheets were $0.8 million and $0.9 million , respectively. In May 2014, CGPH purchased a 50% interest in the management fee revenues of the Property Managers for $138.0 million , recognized as a long-term prepaid asset included in Prepaid management fees to related parties in the Consolidated Balance Sheets. The prepaid asset will be amortized over 15 years , which represents the term of the related management contracts. During the years ended December 31, 2015 and 2014 , CGP LLC recorded amortization in the amount of $9.2 million and $6.1 million , respectively, which is included in Management fees to related parties in the Combined and Consolidated Statements of Operations. Additionally, during the years ended December 31, 2015 and 2014 , CGP LLC received 50% of the management fees paid in the amount of $14.0 million and $7.2 million , respectively, which is included in Management fees to related parties in the Combined and Consolidated Statements of Operations. Planet Hollywood and Baltimore Management Fees PHW Manager is a wholly-owned subsidiary of CEOC, and prior to the assignment of the management agreement to CES as of October 1, 2014, managed the operations of Planet Hollywood. Fees paid to PHW Manager for such services include a base management fee calculated at 3.0% of adjusted gross operating revenue plus net casino wins, and an incentive fee calculated at 4.5% of EBITDA less the base management fee. For the years ended December 31, 2015 and 2014 and period from October 22 through December 31, 2013 , the fees were $20.9 million , $18.4 million and $3.6 million , respectively. These fees were included in Management fees to related parties in the Combined and Consolidated Statements of Operations. As of December 31, 2015 and 2014 , the payable balances related to these fees and recorded in Payables to related parties in the Consolidated Balance Sheets were $0.8 million and $0.6 million , respectively. Caesars Baltimore Management Company LLC ("CBMC"), a wholly-owned subsidiary of CEOC, manages the operations of the Horseshoe Baltimore. Fees paid to CBMC for such services include a base management fee calculated at 52

2.0% of adjusted gross operating revenue plus net casino wins, and an incentive fee calculated at 5.0% of EBITDA less the base management fee. The Horseshoe Baltimore completed construction and commenced operations in August 2014. For the years ended December 31, 2015 and 2014 and period from October 22 through December 31, 2013 , the fees were $8.4 million , $3.5 million and zero , respectively. These fees were included in Management fees to related parties in the Combined and Consolidated Statements of Operations. As of December 31, 2015 and 2014 , the payable balances related to these fees and recorded in Payables to related parties in the Consolidated Balance Sheets were $1.6 million and $0.9 million , respectively. On October 21, 2013, CGP LLC purchased a 50% interest in the management fee revenues of PHW Manager and CBMC, which holds a management agreement to manage the Horseshoe Baltimore (see Note 1 — Description of Business and Summary of Significant Accounting Policies ) for $90 million , recognized as long-term prepaid assets included in Prepaid management fees to related parties in the Consolidated Balance Sheets. The majority of the prepaid assets totaling $70 million is related to Planet Hollywood and will be amortized over 35 years, which represents the term of the related management contract. The remaining $20 million , related to the Maryland Joint Venture, will be amortized over 15 years, which represents the term of the related management contract. For the years ended December 31, 2015 and 2014 and period from October 22 through December 31, 2013 , CGP LLC recorded amortization in the amount of $3.3 million , $2.5 million , and $0.4 million , respectively, which is included in Management fees to related parties in the Combined and Consolidated Statements of Operations. Additionally, for the years ended December 31, 2015 and 2014 and period from October 22 through December 31, 2013, CGP LLC received 50% of the Planet Hollywood management fee paid in the amount of $10.2 million , $9.4 million and $1.8 million , respectively, which is included in Management fees to related parties in the Combined and Consolidated Statements of Operations. For the years ended December 31, 2015 and 2014 , CGP LLC received 50% of the Horseshoe Baltimore management fee paid in the amount of $4.2 million and $1.3 million , respectively, which is included in Management fees to related parties in the Combined and Consolidated Statements of Operations. Baltimore Consulting Agreements On October 23, 2012, CBAC entered into a development and consulting agreement with CVPR Consulting, LLC and a consulting agreement with PRT TWO LLC to assist with the development of Horseshoe Baltimore. Also on October 23, 2013 CBMC entered into a consulting agreement with Rock Gaming LLC to assist with the development of Horseshoe Baltimore. Rather than allocate the fee CBMC would pay to Rock Gaming LLC to CBAC, CBAC directly pays Rock Gaming LLC. For the years ended December 31, 2015 and 2014, consulting agreement fees included in Management fees to related parties in the Combined and Consolidated Statements of Operations related to these agreements totaled $2.7 million and $0.9 million , respectively. For the years ended December 31, 2015 and 2014, the payable balances related to the consulting agreement fees and recorded in Payables to related parties in the Consolidated Balance Sheets were $0.4 million in each year. Share-based Payments to Non-employees of CAC or CGP LLC On April 9, 2014, the CAC's Board of Directors approved the CAC Equity-Based Compensation Plan for CEC Employees for officers and employees of CEC and its subsidiaries, as well as certain other individual consultants and advisers of CEC and its subsidiaries (the "Equity Plan"). CEC will administer the Equity Plan. Under the Equity Plan, CEC is authorized to grant stock options, stock appreciation rights, stock bonuses, restricted stock, performance stock, stock units, phantom stock, dividend equivalents, cash awards, rights to purchase or acquire shares or similar securities in the form of or with a value related to our Common Stock to officers, employees, directors, individual consultants and advisers of CEC and its subsidiaries. The Equity Plan will terminate ten years after approval by the Board. Subject to adjustments in connection with certain changes in capitalization, the maximum value of the shares of our Common Stock that may be delivered pursuant to awards under the Equity Plan is $25.0 million . On May 8, 2014, CEC granted awards to officers, employees, directors, individual consultants and advisers of CEC and its subsidiaries in accordance with the Equity Plan to reward and provide incentive for services provided in their capacity, promote the success of CGP LLC, and more closely align the interests of such individuals with those of the stockholders of the Company. Awards under this plan vest one-third on each of October 21, 2014, 2015 and 2016. Expense associated with the vesting of such awards is recorded as management fee expense by CGP LLC, totaling $11.9 million and $9.9 million for the years ended December 31, 2015 and 2014 , respectively. Upon issuance of shares pursuant to this plan, such shares will be contributed to CGP LLC by CAC as additional investment into that entity, at which time CGP LLC will settle its management fee obligation with CEC and its subsidiaries through a distribution of such shares to CEC. Also upon issuance of shares pursuant to this plan, CGP LLC will issue an equivalent number of voting units in CGP LLC and distribute those units to CAC. On October 21, 2015, 648,046 CAC shares valued at $4.6 million vested and were issued pursuant to the Equity Plan. On October 21, 2014, 521,218 CAC shares valued at $4.8 million vested and were issued pursuant to the Equity Plan. These shares were contributed to CGP LLC by CAC as an additional investment into CGP LLC, at which time CGP LLC settled its management fee obligation with CEC and its subsidiaries through a distribution of such shares to CEC. Also upon issuance of these shares, CGP LLC issued an equivalent number of voting units in CGP LLC and distributed those units to CAC. 53

Total Rewards Point Liability Program CEOC's customer loyalty program, Total Rewards, offers incentives to customers from their spending related to on-property entertainment expenses, including gaming, hotel, dining, and retail shopping at our casino entertainment facilities located in the U.S. and Canada. Under the program, customers are able to accumulate, or bank, reward credits over time that they may redeem at their discretion under the terms of the program. The reward credit balance will be forfeited if the customer does not earn a reward credit over the prior six-month period. As a result of the ability of the customer to bank the reward credits, we accrue the estimated cost of fulfilling the redemption of reward credits, after consideration of estimated forfeitures (referred to as "breakage"), as they are earned. The estimated value of reward credits is expensed as the reward credits are earned by customers and is included in direct casino expense. The estimated cost of fulfilling the redemption of reward credits is based upon the cost of historical redemptions and is accrued by CEOC, with the incremental charges included in Payables to related parties in the Consolidated Balance Sheets. In addition to reward credits, customers at certain of our properties can earn points based on play that are redeemable in the form of credits playable at the gaming machine. CGP LLC accrues the cost of redeemable points, after consideration of estimated breakage, as they are earned. The cost is recorded as contra-revenue and is included in casino promotional allowances. Use of Bally's, Harrah's, and LINQ Trademarks Bally's Las Vegas and Harrah's New Orleans have historically used the Bally's and Harrah's trademarks, which are owned by CEOC. CEOC has not historically charged a royalty fee for the use of these trademarks, and has not charged fees subsequent to the closing of the transactions described in Note 1 — Description of Business and Summary of Significant Accounting Policies . Accordingly, no such charges were recorded in the Combined and Consolidated Financial Statements. As discussed above, CGP LLC entered into a management agreement with CEOC in connection with the Acquired Properties Transaction and Harrah's Transaction, which among other services, includes the use of CEOC-owned trademarks. As discussed in Formation of Caesars Enterprise Services LLC above, these services were assumed by CES in 2014. The LINQ Hotel & Casino uses its trademark, which is owned by CLC, in connection with this agreement. Long-term Debt to Related Party Caesars Interactive entered into a credit facility with Caesars Entertainment (the "Credit Facility") whereby Caesars Entertainment provided to Caesars Interactive unsecured intercompany loans as requested by CIE and approved by Caesars Entertainment on an individual transaction basis. In connection with the May 2011 purchase of 51% of Playtika, the December 2011 purchase of the remaining 49% interest in Playtika and the December 2012 Buffalo Studios acquisition, Caesars Interactive borrowed $168.4 million under the Credit Facility. No principal payments were required on the unsecured intercompany loans until their maturity date of November 29, 2016. The unsecured intercompany loans bore interest on the unpaid principal amounts at a rate per annum equal to LIBOR plus 5% . This credit facility did not have any restrictive or affirmative covenants. For the years ended December 31, 2015 and 2014 and the period from October 22 through December 31, 2013 , CGP LLC recorded $1.3 million , $2.1 million and $0.4 million , respectively, of interest expense associated with this debt. The outstanding CIE balance on the Credit Facility as of December 31, 2014 was $39.8 million which was repaid in its entirety during the year ended December 31, 2015 . The Cromwell and Harrah's New Orleans Promissory Notes In November 2013, The Cromwell entered into a $15.5 million unsecured promissory note, payable to Caesars Entertainment and bearing interest at 11% . Interest was to be accrued semi - annually in June and December. There were no financial covenants required under the note . In December 2002, Harrah's New Orleans entered into a $123.7 million unsecured promissory note, payable on demand to CEOC bearing interest at 8% with no scheduled repayment terms. There were no financial covenants required under the note. Any amount of principal and interest not paid when due bore additional interest at 2% . Accrued interest was settled on a monthly basis with charges to transactions with parents and affiliates, net. On March 31, 2014, all existing related party debt, including accrued interest, was settled for The Cromwell with Caesars Entertainment and for Harrah's New Orleans with CEOC. The settlement was accounted for as a net equity contribution in the amount of $139.9 million . Insurance Accruals The CGP LLC properties are insured for workers' compensation, property, general liability and other insurance coverage through Caesars Entertainment and are charged premiums by Caesars Entertainment based on claims activity. CGP LLC is self-insured for employee health, dental, vision and other insurance and its insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of actuarial estimates of incurred but not reported claims. In estimating these reserves, historical loss experience and judgments about the expected levels of costs per claim are considered. These claims are accounted for based on actuarial estimates of the undiscounted claims, including those claims 54

incurred but not reported. The use of actuarial methods to account for these liabilities provides a consistent and effective way to measure these highly judgmental accruals and was believed to be reasonable. CGP LLC regularly monitors the potential for changes in estimates, evaluates its insurance accruals, and adjusts its recorded provisions. Employee Benefit Plans Caesars Entertainment maintains a defined contribution savings and retirement plan in which certain employees of CGP LLC may participate. The plan, among other things, provides for pretax and after-tax contributions by employees. Under the plan, participating employees may elect to contribute up to 50% of their eligible earnings, provided that participants who are designated as highly compensated will have their contributions limited to ensure the plan does not discriminate in their favor. In April 2012, Caesars Entertainment reinstated a limited employer match. Caesars Entertainment maintains an employer match of up to $600 per year. CGP LLC's reimbursem*nt for Caesars Entertainment's contribution expense for the years ended December 31, 2015 and 2014 and the period from October 22 through December 31, 2013 was $2.4 million , $2.1 million and $0.1 million , respectively. Caesars Entertainment also maintains deferred compensation plans, stock-option plans and an executive supplemental savings plan under which certain employees of CGP LLC may defer a portion of their compensation. The expenses charged by Caesars Entertainment to CGP LLC are included in Property, general, administrative and other in the Combined and Consolidated Statements of Operations. Multiemployer Benefit Plans Certain employees of Caesars Entertainment are covered by union sponsored, collectively bargained, health and welfare multiemployer benefit plans. CGP LLC's reimbursem*nt for Caesars Entertainment's contributions and charges for these plans was $35.7 million , $30.2 million and $5.7 million for the years ended December 31, 2015 and 2014 and the period from October 22 through December 31, 2013, respectively. These expenses are included in Property, general, administrative and other in the Combined and Consolidated Statements of Operations. Equity Incentive Awards Caesars Entertainment maintains equity incentive award plans in which employees of CGP LLC may participate. Caesars Entertainment allocates an appropriate amount of cost for these awards to each subsidiary where employees participate. For the years ended December 31, 2015 and 2014 and the period from October 22 through December 31, 2013 , allocations were $5.0 million , $1.3 million and $0.2 million . Lease Agreements On April 25, 2011, The LINQ Hotel & Casino entered into an agreement pursuant to which it will lease a land parcel from Caesars LINQ LLC ("The LINQ"), an indirect wholly-owned subsidiary of Caesars Entertainment, under an operating lease with an expiration date of April 25, 2026. The land parcel is utilized by The LINQ Hotel & Casino for gaming and other space. Pursuant to the terms of the agreement, The LINQ Hotel & Casino is required to pay The LINQ rent of approximately $1.3 million per month beginning on January 1, 2014, totaling $15.0 million for both years ended December 31, 2015 and 2014 . Bally's Las Vegas leases land to JGB Vegas Retail Lessee, LLC ("JGB Lessee") under a ground lease that includes annual base rent payments with annual escalations as well as an annual percentage of revenue payable should JGB Lessee revenues exceed a breakpoint as defined in the lease agreement, which is paid on a monthly basis. Rental payments began in February 2015. GB Investor, LLC, a wholly-owned subsidiary of Caesars Entertainment, has an approximate 10% ownership interest in JGB Lessee. Monthly revenues of $0.4 million from the ground lease are currently being recognized straight-line over the term of the lease starting in December 2013 upon transfer of rights to the property and are included in Other revenue in the Combined and Consolidated Statements of Operations and Comprehensive Income/(Loss). Payables to Related Party In connection with the July 2013 execution of the Baltimore Credit Facility, Caesars Baltimore and the other joint venture partners each provide, on a several and not joint basis, a completion guarantee with respect to the Baltimore Development, which guarantees completion of the construction of the Baltimore Development, availability of contemplated working capital and the discharge, bonding or insuring over of certain liens in connection with the Baltimore Development. The maximum liability of Caesars Baltimore Investment Company, LLC under its completion guarantee was approximately $9.1 million , representing fair value, as of December 31, 2014 . The guarantee was recorded as Payables to related parties and Restricted cash on the Consolidated Balance Sheets of CGP LLC (see Note 7 — Debt for additional information regarding the Baltimore Credit Facility). During the year ended December 31, 2015, the completion guarantee of $9.1 million was paid to CEOC. 55

Investments in Notes and Interest Receivable from Related Party On May 5, 2014, CGP LLC entered into a note purchase agreement to sell a portion of its CEOC Notes back to CEOC at fair market value. On July 29, 2014, CGP LLC received $451.9 million of consideration (including $3.8 million for interest) in connection with the CEOC Notes purchase transaction and recognized a gain of $99.4 million . On August 6, 2014, CGP LLC effectuated a distribution of its 5.75% and 6.50% CEOC Notes as a dividend to its members, pro-rata based upon each member's ownership percentage in CGP LLC. Immediately prior to the Notes Distribution, CGP LLC recorded an impairment charge of $63.5 million to release losses that had been accumulated in Accumulated other comprehensive income, given that CGP LLC would not recover its amortized cost basis in the CEOC Notes. For the year ended December 31, 2014 and the period from October 22 through December 31, 2013 , interest income from related parties included $38.8 million and $12.7 million , respectively, of income based on the stated interest rate and $80.4 million and $23.1 million , respectively, of accretion of discount. Rock Gaming, LLC Rock Gaming holds approximately 11.0% and 10.8% of Caesars Interactive's outstanding common stock as of December 31, 2015 and 2014 , respectively. CGP LLC entered into an agreement with Rock Gaming to develop an entertainment facility in the City of Baltimore and CGP LLC issued $47.7 million convertible notes to Rock Gaming that were convertible into approximately 8,913 shares of Caesars Interactive common stock. The promissory notes automatically converted into shares of CIE common stock in November 2014 (see Note 9 — Equity and Non-controlling Interests ). Proposed Merger of CAC with CEC On December 21, 2014, the Company and CEC entered into an Agreement and Plan of Merger, pursuant to which, among other things, CAC will merge with and into CEC, with CEC as the surviving company as discussed in Note 1 — Description of Business and Summary of Significant Accounting Policies . Note 20 — Subsequent Events On January 21, 2016, CGPH drew an additional $15.0 million of revolver borrowings on its $150.0 million revolving credit agreement. In January and February 2016, Caesars Interactive Entertainment repurchased shares of its outstanding common stock for total net consideration of $26.7 million . 56

Exhibit 99.2 Gaming Regulation Overview General The ownership and operation of gaming facilities and online real money platforms is subject to pervasive regulation under the laws, rules and regulations of each of the jurisdictions in which Caesars Acquisition Company ("CAC") and Caesars Growth Partners, LLC ("CGP LLC") do business. Gaming laws are based upon declarations of public policy designed to ensure that gaming is conducted honestly, competitively and free of criminal and corruptive elements. Since the continued growth and success of gaming is dependent upon public confidence, gaming laws protect gaming consumers and the viability and integrity of the gaming industry, including prevention of cheating and fraudulent practices. Gaming laws may also be designed to protect and maximize state and local revenues derived through taxation and licensing fees imposed on gaming industry participants and to enhance economic development and tourism. To accomplish these public policy goals, gaming laws establish procedures to ensure that participants in the gaming industry meet certain standards of character and fitness, or suitability. In addition, gaming laws require gaming industry participants to: •

establish and maintain responsible accounting practices and procedures;

•

maintain effective controls over their financial practices, including establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues;

•

maintain systems for reliable record keeping;

•

file periodic reports with gaming regulators; and

•

maintain strict compliance with various laws, regulations and required minimum internal controls pertaining to gaming.

Typically, regulatory environments in the jurisdictions in which CAC and CGP LLC or their licensees do business are established by statute and are administered by a regulatory agency or agencies with interpretive authority with respect to gaming laws and regulations and broad discretion to regulate the affairs of owners, managers and persons/entities with financial interests in gaming operations. Among other things, gaming authorities in the various jurisdictions in which CAC and CGP LLC do business: •

adopt rules and regulations under the implementing statutes;

•

make appropriate investigations to determine if there has been any violation of laws or regulations;

•

enforce gaming laws and impose disciplinary sanctions for violations, including fines and penalties;

•

review the character and fitness of participants in gaming operations and make determinations regarding their suitability or qualification for licensure;

•

grant licenses for participation in gaming operations;

•

collect and review reports and information submitted by participants in gaming operations;

•

review and approve transactions, such as acquisitions or change-of-control transactions of gaming industry participants, securities offerings and debt transactions engaged in by such participants; and establish and collect fees and/or taxes.

Licensing and Suitability Determinations Gaming laws require owners and operators engaged in gaming operations, and certain of their directors, officers and employees, and in some cases, stockholders and holders of debt securities, to obtain licenses or to obtain findings of suitability from gaming authorities. Licenses or findings of suitability typically require a determination that the applicant qualifies or is suitable. Gaming authorities have very broad discretion in determining whether an applicant qualifies for licensing or should be deemed suitable. Subject to certain administrative proceeding requirements, the gaming regulators have the authority to deny any application or limit, condition, restrict, revoke or suspend any license, registration, finding of suitability or approval, or fine any person licensed, registered or found suitable or approved, for any cause deemed reasonable by the gaming authorities. Criteria used in determining whether to grant a license or finding of suitability, while varying between jurisdictions, generally include consideration of factors such as: •

the financial stability, integrity and responsibility of the applicant, including whether the operation is adequately capitalized in the jurisdiction and exhibits the ability to maintain adequate insurance levels;

•

the quality and security of the applicant’s gaming facilities or online real money platform, as applicable;

•

the past history of the applicant in relation to other gaming activities; and

•

the effect on competition and general impact on the community.

In evaluating individual applicants, gaming authorities consider the individual’s reputation for good character and criminal and financial history and the character of those with whom the individual associates. Some jurisdictions limit the number of licenses granted to operate gaming facilities within the jurisdiction, which is the case in Maryland, and some jurisdictions limit the number of licenses granted to any one gaming operator. All of CAC and CGP LLC's jurisdictions have statutory or regulatory provisions that govern the required action that must be taken in the event that a license is revoked or not renewed. This can include criminal sanctions against those who operate outside the scope of those activities for which they are licensed. In addition to investigating CAC and/or CGP LLC, gaming authorities may investigate any individual or entity having a material relationship to, or material involvement with, CAC or CGP LLC, any of its direct or indirect interest holders, including stockholders of CAC, or its subsidiaries to determine whether such individual or entity is suitable or should be licensed as a business associate of a gaming licensee. Certain jurisdictions require that any change in our directors or officers, including the directors or officers of our subsidiaries, must be approved by the requisite regulatory agency. Certain of the officers, directors and certain key employees of CAC, CGP LLC and their subsidiaries must also file applications with the gaming authorities and are required to be licensed, qualified or be found suitable. Gaming authorities may deny an application for licensing for any cause which they deem reasonable. Qualification and suitability determinations require submission of detailed personal and financial information followed by a thorough investigation. The burden of demonstrating suitability is on the applicant, who must pay all the costs of the investigation. Changes in licensed positions must be reported to gaming authorities and in addition to their authority to deny an application for licensure, qualification or a finding of suitability, gaming authorities have jurisdiction to disapprove of a change in a corporate position. If gaming authorities were to find that an officer, director or key employee fails to qualify or is unsuitable for licensing or unsuitable to continue having a relationship with CAC or CGP LLC, CAC and CGP LLC would have to sever all relationships with such person. In addition, gaming authorities may require us to terminate the employment of any person who refuses to file appropriate applications. Moreover, in many jurisdictions, any of our stockholders or holders of our debt securities may be required to file an application, be investigated, and qualify or have his, her or its suitability determined. For example, under Nevada gaming laws, each person who acquires, directly or indirectly, beneficial ownership of any voting security, or beneficial or record ownership of any non-voting security or any debt security in a public corporation which is registered with the Nevada Gaming Commission (the "Nevada Commission"), such as CAC, may be required to be found suitable if the Nevada Commission has reason to believe that his or her acquisition of that ownership, or his or her continued ownership in general, would be inconsistent with the declared public policy of Nevada, in the sole discretion of the Nevada Commission. Any person required by the Nevada Commission to be found suitable shall apply for a finding of suitability within 30 days after the Nevada Commission’s request that he or she should do so and, together with his or her application for suitability, deposit with the Nevada Board a sum of money which, in the sole discretion of the Nevada Board, will be adequate to pay the anticipated costs and charges incurred in the investigation and processing of that application for suitability, and deposit such additional sums as are required by the Nevada Board to pay final costs and charges. Furthermore, any person required by a gaming authority to be found suitable, who is found unsuitable by the gaming authority, shall not be able to hold directly or indirectly the beneficial ownership of any voting security or the beneficial or record ownership of any nonvoting security or any debt security of any public corporation which is registered with the gaming authority, such as CAC, beyond the time prescribed by the gaming authority. A violation of the foregoing may constitute a criminal offense. A finding of unsuitability by a particular gaming authority impacts that person’s ability to associate or affiliate with gaming licensees in that particular jurisdiction and could impact the person’s ability to associate or affiliate with gaming licensees in other jurisdictions. Many jurisdictions also require any person who acquires beneficial ownership of more than a certain percentage of our voting securities and, in some jurisdictions, our non-voting securities, typically 5%, to report the acquisition to gaming authorities, and gaming authorities may require such holders to apply for qualification or a finding of suitability. Most gaming authorities, however, allow an "institutional investor" to apply for a waiver that allows the "institutional investor" to acquire, in most cases, up to 15% of our voting securities without applying for qualification or a finding of suitability, while in Nevada, the authorities apply the waiver for up to 25% of voting securities. An "institutional investor" is generally defined as an investor acquiring and holding voting securities in the ordinary course of business as an institutional investor, and not for the purpose of causing, directly or indirectly, the election of a majority of the members of our board of directors, any change in our corporate charter, by-laws, management, policies or operations, or those of any of our gaming affiliates, or the taking of any other action which gaming authorities find to be inconsistent with holding our voting securities for investment purposes only. An

application for a waiver as an institutional investor requires the submission of detailed information about the company and its regulatory filings, the name of each person that beneficially owns more than 5% of the institutional investor’s voting securities or other equivalent and a certification made under oath or penalty for perjury, that the voting securities were acquired and are held for investment purposes only. Even if a waiver is granted, an institutional investor generally may not take any action inconsistent with its status when the waiver was granted without once again becoming subject to the foregoing reporting and application obligations. A change in the investment intent of an institutional investor must be reported to certain regulatory authorities immediately after its decision. Although the above describes the process in Nevada and many jurisdictions, some differ. Notwithstanding, each person who acquires directly or indirectly, beneficial ownership of any voting security, or beneficial or record ownership of any nonvoting security or any debt security in CAC may be required to be found suitable if a gaming authority has reason to believe that such person’s acquisition of that ownership would otherwise be inconsistent with the declared policy of the jurisdiction. Generally, any person who fails or refuses to apply for a finding of suitability or a license within the prescribed period after being advised it is required by gaming authorities may be denied a license or found unsuitable, as applicable. The same restrictions may also apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any person found unsuitable or denied a license and who holds, directly or indirectly, any beneficial ownership of our securities beyond such period of time as may be prescribed by the applicable gaming authorities may be guilty of a criminal offense. Furthermore, we may be subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us or any of our subsidiaries, we: •

pay that person any dividend or interest upon our voting securities;

•

allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person;

•

pay remuneration in any form to that person for services rendered or otherwise; or

•

fail to pursue all lawful efforts to require such unsuitable person to relinquish his voting securities including, if necessary, the immediate purchase of said voting securities for cash at fair market value.

Although most jurisdictions generally do not require the individual holders of debt such as notes or loans to be investigated and found suitable, gaming authorities may nevertheless retain the discretion to do so for any reason, including but not limited to, a default, or where the holder of the debt instruments exercises a material influence over the gaming operations of the entity in question. Any holder of debt required to apply for a finding of suitability or otherwise qualify must generally pay all investigative fees and costs of the gaming authority in connection with such an investigation. If the gaming authority determines that a person is unsuitable to own such debt, we may be subject to disciplinary action, including the loss of our approvals, if without the prior approval of the gaming authority, we: •

pay to the unsuitable person any interest or any distribution whatsoever;

•

recognize any voting right by the unsuitable person in connection with those securities;

•

pay the unsuitable person remuneration in any form; or

•

make any payment to the unsuitable person by way of principal, redemption, conversion exchange, liquidation or similar transaction.

Certain jurisdictions impose similar restrictions in connection with debt securities and retain the right to require holders of debt securities to apply for a license or otherwise be found suitable by the gaming authority. Nevada law does not permit us to make a public offering of securities if the proceeds of the offering are intended to be used in connection with gaming operations in Nevada without either the prior approval of the Nevada Gaming Commission or a ruling by the Chairman of the Nevada Gaming Control Board that an application for approval of the offering by the Nevada Gaming Commission is not necessary. Under New Jersey gaming laws, if a holder of our debt or equity securities is required to qualify, the holder may be required to file an application for qualification or divest itself of the securities. If the holder files an application for qualification, it must place the securities in trust with an approved trustee. If the gaming regulatory authorities approve interim authorization, and while the application for plenary qualification is pending, such holder may, through the approved trustee, continue to exercise all rights incident to the ownership of the securities. If the gaming regulatory authorities deny interim authorization, the trust shall become operative and the trustee shall have the authority to exercise all the rights incident to ownership, including the authority to dispose of the securities and the security holder shall have no right to participate in casino earnings and may only receive a return on its investment in an amount not to exceed the actual cost of the investment (as defined by New Jersey gaming laws). If the security holder obtains interim authorization but the gaming authorities later find reasonable cause to believe that the security holder may be found unqualified, the trust shall become

operative and the trustee shall have the authority to exercise all rights incident to ownership pending a determination on such holder's qualifications. However, during the period the securities remain in trust, the security holder may petition the New Jersey gaming authorities to direct the trustee to dispose of the trust property and distribute proceeds of the trust to the security holder in an amount not to exceed the lower of the actual cost of the investment or the value of the securities on the date the trust became operative. If the security holder is ultimately found unqualified, the trustee is required to sell the securities and to distribute the proceeds of the sale to the applicant in an amount not exceeding the lower of the actual cost of the investment or the value of the securities on the date the trust became operative and to distribute the remaining proceeds to the state. If the security holder is found qualified, the trust agreement will be terminated. CAC’s Certificate of Incorporation contains provisions establishing the right to redeem the securities of disqualified holders if necessary to avoid any regulatory sanctions, to prevent the loss or to secure the reinstatement of any license or franchise, or if such holder is determined by any gaming regulatory agency to be unsuitable, has an application for a license or permit denied or rejected, or has a previously issued license or permit rescinded, suspended, revoked or not renewed. CAC’s Certificate of Incorporation also contains provisions defining the redemption price and the rights of a disqualified security holder. CAC and CGP LLC's jurisdictions also require that manufacturers and distributors of gaming equipment and suppliers of certain goods and services to gaming industry participants be licensed and require us to purchase and lease gaming equipment, supplies and services only from licensed suppliers. In addition, regulatory authorities in one or more jurisdictions may require CAC or CGP LLC to obtain new licenses in connection with the Transactions or due to future changes in regulation. For instance, the Missouri Gaming Commission has required that CAC obtain certain licenses after the closing of the Transactions even though CGP LLC does not operate in Missouri. The failure of CAC to maintain a license from the Missouri Gaming Commission could, among other things, result in the loss of Caesars Entertainment’s gaming license in Missouri. If other jurisdictions require CAC or CGP LLC to obtain new licenses in connection with the Transactions or due to future changes in regulation, and CAC or CGP LLC is unable to obtain those licenses, it could adversely impact CAC and CGP LLC's business, financial condition and results of operations. Violations of Gaming Laws If CAC, CGP LLC or their subsidiaries violate applicable gaming laws, its gaming licenses could be limited, conditioned, suspended or revoked by gaming authorities, and we and any other persons involved could be subject to substantial fines. Further, a supervisor or conservator can be appointed by gaming authorities to operate our gaming properties, or in some jurisdictions, take title to our gaming assets in the jurisdiction, and under certain circ*mstances, earnings generated during such appointment could be forfeited to the applicable jurisdictions. Furthermore, violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions. As a result, violations by us of applicable gaming laws could have a material adverse effect on our financial condition, prospects and results of operations. Reporting and Recordkeeping Requirements CAC, CGP LLC and/or their subsidiaries are required to periodically submit detailed financial and operating reports and furnish any other information about CAC, CGP LLC or their subsidiaries which gaming authorities may require. Under federal law, CAC, CGP LLC and/or their subsidiaries are required to record and submit detailed reports of currency transactions involving greater than $10,000 at their casinos and Suspicious Activity Reports if the facts presented so warrant. Some jurisdictions require CAC, CGP LLC and/or their subsidiaries to maintain a log that records aggregate cash transactions in the amount of $3,000 or more, although Nevada does not have any reporting or recordkeeping requirements other than compliance with Title 31 of the Bank Secrecy Act. CAC, CGP LLC and/or their subsidiaries are required to maintain a current stock ledger which may be examined by gaming authorities at any time. CAC, CGP LLC and/or their subsidiaries may also be required to disclose to gaming authorities upon request the identities of the holders of their debt or other securities. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to gaming authorities. Failure to make such disclosure may be grounds for finding the record holder unsuitable. Gaming authorities may also require certificates for the stock of CAC, CGP LLC and/or their subsidiaries to bear a legend indicating that the securities are subject to specified gaming laws. In certain jurisdictions, gaming authorities have the power to impose additional restrictions on the holders of securities issued by CAC, CGP LLC and/or their subsidiaries at any time. Review and Approval of Transactions Substantially all material loans, leases, sales of securities and similar financing transactions by CAC, CGP LLC and their subsidiaries must be reported to, or approved by, gaming authorities. Neither CAC, CGP LLC nor any of their subsidiaries may make a public offering of securities without the prior approval of certain gaming authorities, such as Nevada, if the securities or the proceeds therefrom are intended to be used to construct, acquire or finance gaming facilities in such jurisdictions, or to retire or extend obligations incurred for such purposes. Such approval, if given, does not constitute a recommendation or approval of the investment merits of the securities subject to the offering. Changes in control through

merger, consolidation, stock or asset acquisitions, management or consulting agreements, or otherwise, require prior approval of gaming authorities in certain jurisdictions. Entities seeking to acquire control of CAC, CGP LLC or one of their subsidiaries must satisfy gaming authorities with respect to a variety of stringent standards prior to assuming control. Gaming authorities may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process relating to the transaction. Certain gaming laws and regulations in jurisdictions CAC and/or CGP LLC operate in, including Nevada, establish that certain corporate acquisitions opposed by management, repurchases of voting securities and corporate defense tactics affecting CAC, CGP LLC or their subsidiaries may be injurious to stable and productive corporate gaming, and as a result, prior approval may be required before CAC and CGP LLC may make exceptional repurchases of voting securities (such as repurchases which treat holders differently) above the current market price and before a corporate acquisition opposed by management can be consummated. In certain jurisdictions, such as Nevada, the gaming authorities also require prior approval of a plan of recapitalization proposed by the board of directors of a publicly traded corporation which is registered with the gaming authority in response to a tender offer made directly to the registered corporation’s stockholders for the purpose of acquiring control of the registered corporation. Because licenses under gaming laws are generally not transferable, CAC and CGP LLC's ability to grant a security interest in any of our gaming assets is limited and may be subject to receipt of prior approval from gaming authorities. A pledge of the stock of a subsidiary holding a gaming license and the foreclosure of such a pledge may be ineffective without the prior approval of gaming authorities. Moreover, CAC and CGP LLC's subsidiaries holding gaming licenses may be unable to guarantee a security issued by an affiliated or parent company pursuant to a public offering, or pledge their assets to secure payment of the obligations evidenced by the security issued by an affiliated or parent company, without the prior approval of gaming authorities. Some jurisdictions also require CAC and/or CGP LLC to file a report with the gaming authority within a prescribed period of time following certain financial transactions and the offering of debt securities. Were they to deem it appropriate, certain gaming authorities reserve the right to order such transactions rescinded. Certain jurisdictions, such as Nevada, require the implementation of a compliance review and reporting system created for the purpose of monitoring activities related to our continuing qualification. These plans require periodic reports to senior management of CAC and/or CGP LLC and to the regulatory authorities. Certain jurisdictions require that an independent audit committee oversee the functions of surveillance and internal audit departments at CGP LLC's casinos. License Fees and Gaming Taxes CAC and CGP LLC pay license fees and taxes in the jurisdictions in which their operations are conducted, in connection with its casino gaming operations and its online real money gaming applications, computed in various ways depending on the type of gaming or activity involved. Depending upon the particular fee or tax involved, these fees and taxes are payable either daily, monthly, quarterly or annually. License fees and taxes are based upon such factors as: •

a percentage of the gross revenues received; and

•

the number of gaming devices and table games operated;

In certain jurisdictions, such as Nevada, gaming tax rates are graduated with the effect of increasing as gross revenues increase. Also, in certain jurisdictions, CAC and CGP LLC pay different rates depending on the type of gaming activity. For example, in Maryland, the tax rate on slot machines is currently 61% (which will be reduced to 54% upon the opening of the facility in Prince George County, Maryland) and on table games is 20%. Furthermore, tax rates are subject to change, sometimes with little notice, and it is common for legislatures in CAC and CGP LLC's jurisdictions to discuss the relative merits of changing gaming taxes on a regular basis. For example, in the 20912 zip code area, Maryland lowered the gaming tax rate on slot machines as part of legislation that introduced table games in the jurisdiction. Live entertainment tax is also paid in certain jurisdictions, such as Nevada, by casino operations where entertainment is furnished in connection with the selling or serving of food or refreshments or the selling of merchandise. Internet Gaming Current Spheres of Business CIE provides online real money gaming in the UK through arrangements with third-parties. In addition, in December 2012, CIE received a license to provide online real money poker in Nevada and launched WSOP.com in

September 2013. Also, a subsidiary of CIE received a license and operates online real money gaming sites in New Jersey under the Caesars, Harrah’s and WSOP brands. In the following paragraphs, we describe in general terms the legal environment that exists in the UK, Nevada and New Jersey and the mechanisms by which CIE is legally entitled to provide online real money gaming. UK Operations CIE currently derives revenue from gaming offered to members of the UK public through arrangements with two companies, 888 and Entertaining Play Limited ("Entertaining Play"). 888 is a subsidiary of Cassava Enterprises (Gibraltar) Limited ("Cassava") (which operates under the name 888.com ) and Entertaining Play is a subsidiary of Gamesys Limited (“Gamesys”, which operates under the name JackpotJoy). Under the current arrangements, 888 is responsible for providing real money online poker and casino gaming under the brand name "World Series of Poker" and Entertaining Play is responsible for providing real money online bingo, online casino games and other real money offerings such as online slots under the "Caesars" brand name. In each case, the contractual arrangement limits the companies to offering the gaming services to the territory of the UK unless otherwise agreed. Both 888 and Entertaining Play are companies which operate online gambling services under license from the Gibraltar Licensing Authority. 888 through Cassava is the holder of license number RGL No. 022 and Entertaining Play is the holder of license number RGL No. 046. Gibraltar Online Regulatory Regime. The legislation currently governing gaming in Gibraltar is the Gibraltar Gambling Ordinance 2005. It provides a legal framework for the regulation, licensing and taxation of online gaming. The Gibraltar authorities have been licensing online gaming since 2005. Generally the Gibraltar Licensing Authority and the Gambling Commissioner are tasked with offering a stable and sophisticated regulatory environment, which is designed to support the gaming industry as a generator of income and provider of employment to the local economy. As described above, CIE's agreements with 888 and Entertaining Play are restricted to the offering of gaming to UK citizens unless otherwise agreed. UK Gaming Regulations. Gaming in the UK is regulated by the Gaming Act 2005 (the "Act"). The Act establishes the Gambling Commission as the statutory regulator that is responsible for granting licenses to operate as well as overseeing compliance with the law. The Act was amended by the Gambling (Licensing and Advertising) Act 2014 (the “2014 Act”), which changed the regulatory regime from a point of supply to a point of consumption. As a result of the 2014 Act, from November 2014, it has become a requirement for all gambling operators transacting with or advertising to customers based in Great Britain to hold a license from the Gambling Commission. Further, a new license condition will be introduced in March 2015 that will require that all remote gambling software used by a Gambling Commission licensee must have been manufactured, adapted, supplied and installed by the holder of a Gambling Commission remote gambling software license. Separately, legislation was passed that has made it a requirement, from December 2014, to pay remote gaming duty at a rate of 15% on all transactions with customers whose normal place of residence is in Great Britain. Extensive changes have also recently been made by the Gambling Commission to the regulatory regime, including extensive changes to its License Conditions and Codes of Practice, which govern the way in which gambling should be offered in reliance on a Gambling Commission. The principal method for controlling gaming in the UK is through criminal law. In other words, the Act describes the offer or operation of a particular form of gaming as being a criminal offense unless the activity is (i) authorized by an appropriate license and (ii) operated in accordance with the conditions of that license. Following the implementation of the 2014 Act, 888 and Entertaining Play have both applied for continuation licenses from the Gambling Commission in order to continue to supply into the UK market, and have pending or approved remote gambling software licenses. Other Relevant Regulations. Both 888 and Entertaining Play collect data relating to customer activity, which is subject to the rules relating to the protection of privacy and data that apply across Europe (including under Gibraltar’s separate legislation, which follows that of the UK). Data protection laws require those collecting data to only use and process such data for lawful uses where the data subject has given consent to the processing and has been provided with certain information as to the use and transferability of the data. Failure to comply with the law on data protection and privacy can give rise to regulatory sanctions, including in extreme cases fines and criminal offenses. As a result of these rules, 888 and Entertaining Play both provide privacy statements and terms and conditions indicating the way in which they will use data. The applicable terms and conditions are sufficiently broad in scope to permit CIE to take over the processing of that data upon expiry or termination of

the current agreements and to provide that data to a third party. Furthermore, the European legislative institutions are currently considering significant amendments to the data protection regime in Europe which may impact upon CIE's ability to use customer data for marketing purposes. As the controller of the brands being licensed, CIE may also be subject to third-party claims in connection with the online gaming services offered by CIE's partners and, to the extent that users of the service can upload information and content, claims in connection with such data users' uploaded content. Such claims could relate, amongst others, to intellectual property infringement, defamation, privacy issues, breaches of the Electronic Commerce (EC Directive) Regulations 2002 and breaches of confidential information. Furthermore, CIE is subject to UK and pan-European laws and regulations relating to unfair commercial practices, misleading and comparative advertising and unfair terms in consumer contracts. As the services offered under the brands which Caesars Entertainment licenses are offered online, there is an argument that those services are offered worldwide. Some jurisdictions may claim that CIE, 888 or Entertaining Play need to comply with regulations and legislation in their jurisdictions even where CAC nor CGP LLC have no intended presence or customer base in that jurisdiction. In this regard, CIE imposes on both 888 and Entertaining Play an obligation to limit or block the availability of the services in respect of any user in any territory if there is a risk of legal, regulatory or economic sanctions in that territory. Finally, under CIE’s arrangements, 888 and Entertaining Play are permitted to operate gaming under its brands. Should these events be run in a manner which does not comply with applicable regulations or CIE's policies or in a manner which is otherwise not reflective of international best practice, then CIE's brand and reputation may be adversely affected. Nevada Regulations CIE is subject to the Nevada Gaming Control Act (the "Nevada Act") and to the licensing and regulatory controls of the Nevada Board and the Nevada Commission (and collectively with the Nevada Board, the "Nevada Gaming Authorities") due to its licensure as an "operator of an interactive gaming system" by the Nevada Commission (as described below). CIE is able to obtain an operator of an interactive gaming system license because it is an affiliate of a nonrestricted gaming licensee as defined in Nevada Revised Statute 463.0177. CIE has been licensed by the Nevada Commission as an "operator of an interactive gaming system," which allows it to offer Internet poker to individuals located within the State of Nevada. 888 has applied for and received licensure by the Nevada Commission, and CIE currently uses its software for real money online poker in Nevada. If it were determined that CIE or CIE's service provider violated the Nevada Act or the regulations of the Nevada Commission, then the approvals and licenses held by CIE or the service provider could be limited, conditioned, suspended or revoked and CIE and/or the service provider, and the individuals involved, could be subject to substantial fines for each separate violation of the gaming laws at the discretion of the Nevada Commission. Any such action could have a material adverse effect on CIE. Furthermore, if additional states or the Federal government fail to enact online real money gaming legislation, CIE will be limited to offering online real money gaming to players in Nevada once CIE receives the required approvals. New Jersey Regulations In February 2013, the New Jersey legislature enacted new legislation to amend and supplement the Casino Control Act, providing for internet gaming at Atlantic City casinos under certain circ*mstances. The legislation includes a provision for casino games such as slots, blackjack and roulette in addition to poker and allows all existing brickand-mortar casino operators and their affiliates, in the state to apply for a license to offer real money poker and casino games online to anyone within New Jersey state lines. In November 2013, a subsidiary of CIE began offering three regulated online real money gaming websites in New Jersey that are using and promoting the Caesars, Harrah’s and WSOP brands: www.CaesarsCasino.com , www.HarrahsCasino.com and www.WSOP.com . In addition, 888 offers an online real money gaming site for persons located in New Jersey under our license.

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