Caesars Entertainment
Annual Report 2015

Plain-text annual report

CAESARS ENTERTAINMENT CORP FORM 10-K (Annual Report) Filed 02/29/16 for the Period Ending 12/31/15 Address ONE CAESARS PALACE DRIVE LAS VEGAS, NV 89109 7024076000 0000858339 Telephone CIK Symbol CZR SIC Code 7011 - Hotels and Motels Industry Casinos & Gaming Services 12/31 Sector Fiscal Year http://www.edgar-online.com © Copyright 2016, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 10-K (Mark One)xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED December 31, 2015OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission File No. 1-10410 CAESARS ENTERTAINMENT CORPORATION(Exact name of registrant as specified in its charter) Delaware 62-1411755(State of incorporation) (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) 407-6000SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:Title of each class Name of each exchange on which registered Common stock, $0.01 par value NASDAQ Global Select MarketSECURITIES 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 xIndicate 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 xIndicate 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 duringthe 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 thepast 90 days. Yes x No oIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required tobe 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 theregistrant was required to submit and post such files). Yes x No oIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the bestof 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. xIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Seedefinitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer oAccelerated filer xNon-accelerated filer oSmaller reporting company o (Do not check if a smallerreporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No xThe aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2015 was $351 million .As of February 15, 2016 , the registrant had 145,143,581 shares of Common Stock outstanding.CAESARS ENTERTAINMENT CORPORATIONINDEX TO CONSOLIDATED FINANCIAL STATEMENTS PagePart I Item 1 – Business1 Item 1A – Risk Factors7 Item 1B – Unresolved Staff Comments28 Item 2 – Properties28 Item 3 – Legal Proceedings29 Item 4 – Mine Safety Disclosure29Part II Item 5 – Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities30 Item 6 – Selected Financial Data32 Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations33 Item 7A – Quantitative and Qualitative Disclosures About Market Risk53 Item 8 – Financial Statements and Supplementary Data54 Report of Independent Registered Public Accounting Firm54 Consolidated Financial Statements55 Notes to Consolidated Financial Statements59 Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure111 Item 9A – Controls and Procedures111 Item 9B – Other Information114Part III Item 10 – Directors, Executive Officers and Corporate Governance115 Item 11 – Executive Compensation115 Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters115 Item 13 – Certain Relationships and Related Transactions, and Director Independence115 Item 14 – Principal Accounting Fees and Services115Part IV Item 15 – Exhibits, Financial Statement Schedules116 Signatures138PART IIn this filing, the name “CEC” refers to the parent holding company, Caesars Entertainment Corporation, exclusive of its consolidated subsidiaries and variableinterest entities, unless otherwise stated or the context otherwise requires. The words “Company,” “Caesars,” “Caesars Entertainment,” “we,” “our,” and “us”refer to Caesars Entertainment Corporation, inclusive of its consolidated subsidiaries and variable interest entities, unless otherwise stated or the contextotherwise requires.We also refer to (i) our Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Statements of Operations and ComprehensiveIncome as our “Statements of Operations,” and (iii) our Consolidated Balance Sheets as our “Balance Sheets.” References to numbered “Notes” refer to Notes toour Consolidated Financial Statements included in Item 8.ITEM 1.BusinessOverviewCaesars Entertainment is a casino-entertainment and hospitality services provider. CEC is primarily a holding company with no independent operations of its own.It owns Caesars Entertainment Resort Properties, LLC (“CERP”) and an interest in Caesars Growth Partners, LLC (“CGP”). CEC also holds a majority interest inCaesars Entertainment Operating Company, Inc. (“CEOC”); however, as described in Note 3 , the results of CEOC and its subsidiaries are no longer consolidatedwith Caesars subsequent to CEOC’s voluntarily filing for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) onJanuary 15, 2015.The Caesars portfolio of properties, including the properties owned and operated by CEOC, represents the world’s most diversified casino-entertainment portfoliowith entertainment facilities in more areas throughout the United States than any other participant in the gaming industry. We have established a rich history ofindustry-leading growth and expansion since we commenced operations in 1937. Our facilities typically include gaming offerings, food and beverage outlets, hoteland convention space, and non-gaming entertainment options. In addition to our brick and mortar assets, we operate an online gaming business that provides socialand mobile games offerings that utilize virtual currency as well as real money games in certain jurisdictions.1Organizational StructureThe following diagram illustrates the key entities and subsidiaries in the Caesars Entertainment organizational structure. This diagram does not include all legalentities and subsidiaries.____________________________(1) CEOC filed for bankruptcy protection under Chapter 11 of the US Bankruptcy Code on January 15, 2015 and was no longer consolidated within CEC as a result. See Note 3 .(2) CAC is party to the series of transactions that formed CGP and owns 100% of the voting membership units in CGP. Caesars owns 100% of the non-voting membership units in CGP andconsolidates CGP as a variable interest entity. See Note 2 . See information about Caesars’ announced merger with CAC in Note 1 .(3) Ownership held by Caesars Growth Properties Holding, LLC (“CGPH”), a subsidiary of CGP.(4) CES is a services joint venture formed by CEOC, CERP, and CGPH. See Note 2 .(5) Our reportable segments include CERP, CGP Casinos, and CIE. CGP Casinos is comprised of all subsidiaries of CGP excluding CIE. CEOC remained a reportable segment until itsdeconsolidation effective January 15, 2015. See Note 1 and Note 3 .As of December 31, 2015 , through our consolidated entities, we owned and operated 12 casinos in the United States, with over one million square feet of gamingspace and over 23,000 hotel rooms. Our properties are concentrated in Las Vegas, where eight of the twelve are located. See Item 2 for more information about ourproperties.Caesars Entertainment Resort Properties, LLC. Operates six casinos in the United States and The LINQ promenade along with leasing Octavius Tower at CaesarsPalace Las Vegas (“Octavius Tower”) to CEOC and gaming space at The LINQ promenade to CGP.Caesars Growth Partners, LLC. Operates six casinos in the United States and, through its subsidiary Caesars Interactive Entertainment, Inc. (“CIE”), owns andoperates (1) an online business providing social and mobile games, (2) regulated online real money gaming and (3) the World Series of Poker (“WSOP”)tournaments and brand.Caesars Enterprise Services, LLC (“CES”) . As described more fully in Note 1 , CES is a joint venture formed by CERP, CEOC, and CGPH (collectively, the“Members”) that provides certain corporate and administrative services for the Members’ casino properties, including substantially all of the 28 casino propertiesowned by CEOC, and ten casinos owned by unrelated third parties (including four Indian tribal properties). CES also manages certain enterprise assets and theother assets it owns, licenses or controls, and employs certain of the corresponding employees. (See Note 1 )2Business OperationsOur consolidated business is composed of five complementary businesses that reinforce, cross-promote, and build upon each other: casino entertainment, food andbeverage, rooms and hotel, interactive entertainment, and other business operations.Casino Entertainment OperationsOur casino entertainment operations include revenues from over 14,000 slot machines and 1,200 table games, as well as other games such as keno, poker, and raceand sports books, all of which comprised approximately 43% of our total net revenues in 2015 . Slot revenues generate the majority of our gaming revenue and area key driver of revenue, particularly in our properties located outside of the Las Vegas market. In addition, we continue to create new, social environments for ourdiverse guests such as the TAG Lounge and Bar, which opened in 2015.TAG Lounge and Bar . This sports bar located at The LINQ Hotel & Casino (“The LINQ Hotel”) features an interactive gaming lounge with digital casinogames, touchscreen table top gaming units and hologram blackjack table, as well as a selection of over 200 beers and sports streaming from around the world.Food and Beverage OperationsOur food and beverage operations generate revenues primarily from over 50 buffets, restaurants, bars, nightclubs, and lounges located throughout our casinos, aswell as banquets and room service, and represented approximately 16% of our total net revenues in 2015 . Many of our properties include several dining options,ranging from upscale dining experiences to moderately-priced restaurants and buffets. In 2015, we opened a number of new food and beverage offerings,including:HEXX Kitchen + Bar . Located at Paris Las Vegas, HEXX features American cuisine, an extensive collection of wine, beer, and craft cocktails, as well asNevada's first bean-to-bar chocolate maker.Le Central. Featuring a beautiful dome structure and open-air vibe, Le Central is an inviting spot to relax. The 24-hour lounge centrally located at Paris LasVegas features plush seating to greet guests, signature cocktails, video screens and video games.Guy Fieri’s El Burro Borracho. Guy Fieri’s newest restaurant at Harrah’s Laughlin offers a taste of signature cuisine, featuring bold flavors and exceptionaltwists on traditional Mexican dishes.Rooms and Hotel OperationsRooms and hotel operations revenue comprised approximately 17% of our total net revenues in 2015 and is primarily generated from hotel stays at our casinoproperties and our over 23,000 guest rooms and suites.Our properties operate at various price and service points, allowing us to host a variety of casino guests who are visiting our properties for gaming and other casinoentertainment options and non-casino guests who are visiting our properties for other purposes, such as vacation travel or conventions. During 2015, we opened orredeveloped two properties:Harrah’s Atlantic City Waterfront Conference Center . We opened the largest conference-hotel complex from Baltimore to Boston located adjacent toHarrah’s Atlantic City, which provides access to over 2,500 hotel rooms. The $126 million conference center adds 100,000 square feet of meeting spaceincluding two 50,000 square-foot ballrooms that can be configured 200 different ways to accommodate meetings of all sizes. The LINQ Hotel & Casino. The LINQ Hotel completed the full room renovation featuring over 2,200 upgraded guest rooms including over 200 suites, twourban loft-style penthouses and 25 poolside cabana guest rooms.Interactive EntertainmentCIE operates an online games business providing social games on Facebook and other social media websites and mobile application platforms that utilize virtualcurrency and certain real money gaming in Nevada and New Jersey. CIE also owns the World Series of Poker (“WSOP”) tournaments and brand and licensesWSOP trademarks for a variety of products and businesses related to this brand.Other Business OperationsWe provide a variety of retail and entertainment offerings in our casinos and The LINQ promenade. Our retail stores offer guests a wide range of options fromhigh-end brands and accessories to souvenirs and decorative items. The LINQ promenade is an open-air dining, entertainment, and retail development locatedbetween The LINQ Hotel and the Flamingo Las Vegas. Our entertainment3options are diverse and include concerts, comedy shows, and variety acts featuring many well-known artists and entertainers, as well as The High Roller, our 550-foot observation wheel at The LINQ promenade.Sales and MarketingWe believe the Caesars portfolio of properties (including the CEOC properties) that operate under the Total Rewards program enable us to capture a larger share ofour customers’ entertainment spending when they travel among markets versus that of a standalone property, which is core to our cross-market strategy. Webelieve 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’ entertainmentspending and compete more effectively. Members earn Reward Credits at all Caesars-affiliated properties in the United States and Canada for on-propertyentertainment expenses, including gaming, hotel, dining, and retail shopping. Members may also earn Reward Credits through the Total Rewards Visa credit cardand can redeem Reward Credits with our many partners, including Starwood Hotels and Resorts and Norwegian Cruise Line. Total Rewards members can redeemReward 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, andtheir 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.Intellectual PropertyThe development of intellectual property is part of our overall business strategy. We regard our intellectual property to be an important element of our success.While our business as a whole is not substantially dependent on any one patent, trademark, copyright or combination of several of our intellectual property rights,we seek to establish and maintain our proprietary rights in our business operations and technology through the use of patents, trademarks, copyrights, and tradesecret laws. We file applications for and obtain patents, trademarks, and copyrights in the United States and foreign countries where we believe filing for suchprotection is appropriate, including United States and foreign patent applications covering certain proprietary technology of CEOC and CIE. We also seek tomaintain our trade secrets and confidential information by nondisclosure policies and through the use of appropriate confidentiality agreements. CEOC’s UnitedStates patents have varying expiration dates, the last of which is 2032.We have not applied for the registration of all of our trademarks, copyrights, proprietary technology or other intellectual property rights, as the case may be, andmay not be successful in obtaining all intellectual property rights for which we have applied. Despite our efforts to protect our proprietary rights, parties mayinfringe upon our intellectual property and use information that we regard as proprietary, and our rights may be invalidated or unenforceable. The laws of someforeign countries do not protect proprietary rights or intellectual property to as great an extent as do the laws of the United States. In addition, others mayindependently develop substantially equivalent intellectual property.We own or have the right to use proprietary rights to a number of trademarks that we consider, along with the associated name recognition, to be valuable to ourbusiness, including the following:•CEOC’s marks include Caesars, Harrah’s, Horseshoe, Bally’s, and Total Rewards;•CERP’s marks include Rio, Flamingo, and Paris;•CIE’s marks include World Series of Poker, Playtika, Slotomania, House of Fun Slots, and Bingo Blitz; and•CGP holds a license for the Planet Hollywood mark used in connection with the Planet Hollywood Resort & Casino in Las Vegas.Omnibus License and Enterprise Services AgreementThe Members of CES entered into an Omnibus License and Enterprise Services Agreement (the “Omnibus Agreement”) in May 2014, which granted variouslicenses to the Members through CES and allowed the Members to continue to use the intellectual property each of the properties owned or managed by theMembers used in their associated businesses, including Total Rewards. See Note 1 for a complete discussion of CES and the Omnibus Agreement. Under the termsof the CES joint venture and the Omnibus License and Enterprise Services Agreement, we believe that Caesars and its other operating subsidiaries will continue tohave access4to the services historically provided to us by CEOC and its employees, trademarks, and programs despite the CEOC bankruptcy filing.CompetitionCasinosThe casino entertainment business is highly competitive. The industry is comprised of a diverse group of competitors that vary considerably in size and geographicdiversity, quality of facilities and amenities available, marketing and growth strategies, and financial condition. In most markets, we compete directly with othercasino facilities operating in the immediate and surrounding areas. Our Las Vegas Strip hotels and casinos also compete, in part, with each other. We also competewith other non-gaming resorts and vacation areas, various other entertainment businesses, and other forms of gaming, such as state lotteries, on-and off-trackwagering, and card parlors. Our non-gaming offerings also compete with other retail facilities, amusement attractions, and food and beverage offerings.In recent years, many casino operators, including us, have been reinvesting in existing facilities, developing new facilities, and acquiring establishedfacilities. These reinvestment and expansion efforts combined with aggressive marketing strategies by us and many of our competitors have resulted in increasedcompetition in many markets.The expansion of casino entertainment into new markets also presents competitive issues for us that have had a negative impact on our financial results. AtlanticCity, in particular, has seen a decline of more than 50% compared with 2006 levels, primarily due to the addition of gaming and room capacity associated with theexpansion of gaming in Maryland, New York, and Pennsylvania. This has resulted in several casino closings in recent years, including CEOC’s Showboat AtlanticCity casino and three competitor casinos in 2014.Interactive EntertainmentThe social and mobile games industry is intensely competitive and rapidly evolving. Casino-themed games have become one of the most competitive social andmobile games sectors due to their attractive underlying qualities, including, among others, high average revenue per user, familiar game mechanics, and longerthan average game life spans. CIE faces significant competition in all aspects of this business. Specifically, CIE competes for the leisure time, attention, anddiscretionary spending of its players with other social and mobile games developers on the basis of a number of factors, including, among others, the quality ofplayer experience, brand awareness, reputation, and access to distribution channels. However, other developers of social and mobile casino-themed games coulddevelop 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 and other competitors may take advantage of social networks and access to a large user base to grow rapidly. We also compete with developers of other non-casino themed mobile games.See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” See also Exhibit 99.1, “Gaming Overview,” to this Form10-K. In addition, for a summary of key developments in 2015, see “ Summary of 2015 Events and Key Drivers of Annual Performance ” in Item 7,“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Governmental RegulationThe gaming industry is highly regulated, and we must maintain our licenses and pay gaming taxes to continue our operations. Each of our casinos is subject toextensive regulation under the laws, rules, and regulations of the jurisdiction in which it is located. These laws, rules, and regulations generally concern theresponsibility, financial stability, and character of the owners, managers, and persons with financial interests in the gaming operations. Violations of laws in onejurisdiction could result in disciplinary action in other jurisdictions. A more detailed description of the regulations to which we are subject is contained inExhibit 99.1, “Gaming Overview,” 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 subjectto various reporting and anti-money laundering regulations. Such laws and regulations could change or could be interpreted differently in the future, or new lawsand regulations could be enacted. Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities couldadversely affect our operating results. See Item 1A, “Risk Factors” for additional discussion.5Employee RelationsWe have approximately 33,000 employees throughout our organization. Approximately 16,000 of our employees are covered by collective bargaining agreementswith certain of our subsidiaries, relating to certain casino, hotel, and restaurant employees. The majority of these employees are covered by the followingagreements:Employee Group Approximate Number ofActive Employees Represented Union Date on which Collective BargainingAgreement Becomes AmendableLas Vegas Culinary Employees 8,500 Culinary Workers Union, Local 226 May 2018Atlantic City Food & Beverage and Hotelemployees 1,400 UNITE HERE, local 54 March 2015 and continuing on a monthto month basisLas Vegas Bartenders 1,200 Bartenders Union, Local 165 May 2018Las Vegas Dealers 1,100 Transport Workers Union of America February 2019Corporate Social Responsibility and SustainabilityOur Board of Directors and senior executives are committed to maintaining Caesars’ position as an industry leader in corporate citizenship and sustainability. In2015, we established a CEO-level external environmental sustainability advisory board with experts representing non-governmental organizations, businessstrategy, academia, and investors.Code of CommitmentFor 15 years, our Code of Commitment has guided our approach to responsible and ethical business, compliance and anti-corruption. Training events reinforce ourexpectations of all employees.We were awarded first in the consumer discretionary category in the 2014 Civic 50, an initiative organized by Points of Light and Bloomberg that recognizescompanies for their commitment to improving the quality of life in their home communities. Caesars was the first company to develop responsible gamingprograms informed by the latest science, evaluated objectively and created in conjunction with leading researchers. In 2015, we published two new positions: OurStance Against Human Trafficking and our Responsible Supplier Statement to demonstrate our commitment to human rights and ethical business practices ofsuppliers.Environmental StewardshipFor the past seven years, we have advanced a strategy to reduce our impact on the environment. Our structured, data-driven CodeGreen program leverages thepassion of our employees and engages our guests and suppliers. Since 2007, we have reduced energy consumption across our properties by 21% per air-conditioned sq. ft., greenhouse gas emissions by 23%, and water consumption by nearly 17% since 2008. In 2014, 44% of our total waste was recycled.Additionally, we have received Green Key Eco-Rated certifications at 30 properties in North America. Caesars earned a perfect 100/100 on the 2015 CarbonDisclosure Project (“CDP”) Climate Disclosure Score and landed a spot on the Climate Disclosure Leadership Index. Caesars is among the top 10% of U.S.companies participating in the CDP process.Diversity and InclusionWe create a dynamic and innovative working culture where individual growth is rewarded, recognized and celebrated. Caesars is the only company in the casinoentertainment industry to receive nine consecutive perfect scores on the Human Rights Campaign Corporate Equality Index, including 2016. We encouragediversity and the advancement of women, and in 2014, 57% of our employees belonged to minority groups and 41% of our managers were women.Caesars FoundationEstablished in 2002, the Caesars Foundation (the “Foundation”) is a private charitable foundation funded by a portion of operating income from our resorts. Sinceits inception, the Foundation has gifted more than $70 million to support vibrant communities.6Available InformationOur Internet address is www.caesars.com. We make available free of charge, on or through our website, our annual reports on Form 10-K, quarterly reports onForm 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 of1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities andExchange Commission (the “SEC”). We also make available through our website all filings of our executive officers and directors on Forms 3, 4, and 5 underSection 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 onour website under the “Investor Relations” link. We will provide a copy of these documents without charge to any person upon receipt of a written requestaddressed to Caesars Entertainment Corporation, Attn: Corporate Secretary, One Caesars Palace Drive, Las Vegas, Nevada 89109. Reference in this document toour website address does not constitute incorporation by reference of the information contained on the website.ITEM 1A. Risk FactorsRisk Related to the CEC’s Ability to Continue as a Going ConcernIf a court were to find in favor of the claimants in the Noteholder Disputes, it would likely have a material adverse effect on our 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 necessarydue to the limited resources available at CEC to resolve such matters. The significant amounts CEC has agreed to pay in connection with CEOC’sreorganization raise substantial doubt about CEC’s ability to continue as a going concern. In addition, we also estimate that CEC will require additionalsources of funding to meet the ongoing financial commitments of the CEC holding company for amounts other than committed to under the First Lien RSAs.We are subject to a number of Noteholder Disputes, as described in Note 4 , related to various transactions that CEOC has completed since 2010. Plaintiffs incertain 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 theDelaware 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 suchclaims in any of the Noteholder Disputes, including the New York First Lien Lawsuit, the New York Second Lien Lawsuit or the Senior Unsecured Lawsuits, thetransactions at issue in those lawsuits may be subject to rescission and/or the Company may be required to pay damages to the plaintiffs. In the event of an adverseoutcome on one or all of these matters, it is likely that a reorganization under Chapter 11 of the Bankruptcy Code would be necessary due to the limited resourcesavailable at CEC to resolve such matters. See Note 4 .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 allegationsthat 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 a lawsuit filed on October 20, 2015 by Wilmington Trust, National Associationin the United States District Court for the Southern District of New York (the “SDNY Court”). Adverse rulings on the Guarantee Claims in this action or any of theother Noteholder Disputes could negatively affect our position on such Guarantee Claims in other Noteholder Disputes, or with respect to potential claims by otherholders 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 onCEOC’s indebtedness as a result of the Guarantee Claims, it is likely that a reorganization under Chapter 11 of the Bankruptcy Code would be necessary due to thelimited resources available at CEC to resolve such matters. Accordingly, as certain of the Guarantee Claims have not been stayed, and given the timing on whichthese Guarantee Claims are proceeding and the inherent uncertainties of litigation, we have concluded that these matters raise substantial doubt about theCompany’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 adverseoutcome 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 we made under the First Lien RSAs described above, we alsoestimate that CEC will require additional sources of funding to meet the ongoing financial commitments of the CEC holding company for amounts other thancommitted to under the First Lien RSAs, primarily resulting from significant expenditures made to (1) defend the Company against the matters disclosed in Note 1under “Litigation” and (2) support CEOC’s plan of reorganization (the “Restructuring”). As a result of the foregoing, there is substantial doubt about CEC's abilityto continue as a going concern. See Note 1.7Risks Related to the Bankruptcy ProceedingsCEOC and a substantial majority of its wholly owned subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code, and we andthey are subject to the risks and uncertainties associated with bankruptcy proceedings.As a result of CEOC’s highly-leveraged capital structure and the general decline in its gaming results since 2007, on January 15, 2015, CEOC and certain of itsU.S. subsidiaries (collectively, the “Debtors”) voluntarily filed for reorganization under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. BecauseCEOC is under the control of the Bankruptcy Court, CEC deconsolidated this subsidiary effective January 15, 2015 (see Note 3 ).We and they are subject to a number of risks and uncertainties associated with the Chapter 11 proceedings, which may lead to potential adverse effects on ourliquidity, results of operations, or business prospects. We cannot assure you of the outcome of the Chapter 11 proceedings. Risks associated with the Chapter 11proceedings include the following:•the ability of the Debtors to continue as a going concern;•the ability of the Debtors to obtain bankruptcy court approval with respect to motions in the Chapter 11 proceedings and the outcomes of bankruptcy courtrulings of the proceedings in general;•risks associated with involuntary bankruptcy proceedings filed in the United States Bankruptcy Court for the District of Delaware and now pending in theBankruptcy Court;•the ability of the Debtors to comply with and to operate under the cash collateral order and any cash management orders entered by the Bankruptcy Courtfrom time to time;•the length of time the Debtors will operate under the Chapter 11 proceedings and their ability to successfully emerge, including with respect to obtainingany necessary regulatory approvals;•the ability of the Debtors to negotiate, confirm and consummate a plan of reorganization with respect to the Chapter 11 proceedings and CaesarsEntertainment’s role in any final plan of reorganization;•the likelihood of Caesars Entertainment losing control over the operation of the Debtors as a result of the restructuring process;•risks associated with third party motions, proceedings and litigation in the Chapter 11 proceedings, which may interfere with the Debtors’ plan ofreorganization;•our and CEOC’s ability to maintain sufficient liquidity throughout the Chapter 11 proceedings;•increased costs being incurred by Caesars Entertainment and CEOC related to the bankruptcy proceeding and other litigation;•our and the Debtors’ ability to manage contracts that are critical to our operation, and to obtain and maintain appropriate credit and other terms withcustomers, suppliers and service providers;•our and the Debtors’ ability to attract, retain and motivate key employees;•our ability to fund and execute our business plan;•whether our non-Debtor subsidiaries continue to operate their business in the normal course;•the disposition or resolution of all pre-petition claims against us and the Debtors; and•our ability to maintain existing customers and vendor relationships and expand sales to new customers.The Chapter 11 proceedings may disrupt our business and may materially and adversely affect our operations.We have attempted to minimize the adverse effect of the Debtors’ Chapter 11 proceedings on our relationships with our employees, suppliers, customers and otherparties. Nonetheless, our relationships with our customers, suppliers, and employees may be adversely impacted by negative publicity or otherwise and ouroperations could be materially and adversely affected. In addition, the Chapter 11 proceedings could negatively affect our ability to attract new employees andretain existing high performing employees or executives, which could materially and adversely affect our operations.8The Chapter 11 proceedings limit the flexibility of our management team in running the Debtors’ business.While the Debtors’ operate their businesses as debtors-in-possession under supervision by the Bankruptcy Court, the Bankruptcy Court approval is required withrespect to the Debtors’ business, and in some cases certain holders of claims in respect of claims under CEOC’s first lien notes and first lien bank debt who haveentered into the First Lien RSAs (defined below), prior to engaging in activities or transactions outside the ordinary course of business. Bankruptcy Court approvalof non-ordinary course activities entails preparation and filing of appropriate motions with the Bankruptcy Court, negotiation with various parties-in-interest,including the statutory committees appointed in the Chapter 11 proceedings, and one or more hearings. Such committees and parties-in-interest may be heard atany Bankruptcy Court hearing and may raise objections with respect to these motions. This process could delay major transactions and limit the Debtors ability torespond quickly to opportunities and events in the marketplace. Furthermore, in the event the Bankruptcy Court does not approve a proposed activity ortransaction, the Debtors could be prevented from engaging in non-ordinary course activities and transactions that they believe are beneficial to them.Additionally, the terms of the final cash collateral order entered by the Bankruptcy Court will limit the Debtors’ ability to undertake certain business initiatives.These limitations may include, among other things, the Debtors’ ability to:•sell assets outside the normal course of business;•consolidate, merge, sell or otherwise dispose of all or substantially all of the Debtors’ assets;•grant liens;•incur debt for borrowed money outside the ordinary course of business;•prepay prepetition obligations; and•finance the Debtors’ operations, investments or other capital needs or to engage in other business activities that would be in the Debtors’ interests.We cannot assure you that any reorganization of the Debtors will be on terms contemplated by the First Lien RSAs or otherwise on terms acceptable to CaesarsEntertainment.We and CEOC entered into the Fifth Amended and Restated Restructuring Support and Forbearance Agreement, dated as of October 7, 2015, with certain holdersof claims in respect of CEOC’s first lien notes (the “First Lien Bond RSA”) and also entered into the Restructuring Support and Forbearance Agreement, dated asof August 21, 2015, with certain holders of claims in respect of CEOC’s first lien bank debt (the “Bank RSA” and, together with the First Lien Bond RSA, the“First Lien RSAs”), pursuant to which, among other things, CEOC agreed to file a plan of reorganization in accordance with the terms of the First Lien RSAs (the“Plan”), which was filed October 7, 2015. The creditors party to the First Lien RSAs have agreed to vote in favor of the Plan when properly solicited to do so, butthere are certain material conditions CEOC must satisfy under the First Lien RSAs, including the timely satisfaction of milestones in the Chapter 11 proceedingssuch as obtaining orders from the Bankruptcy Court with respect to the use of cash collateral, approval of the disclosure statement and confirmation of the Plan. OnFebruary 15, 2016, certain milestones were not met by CEOC under the First Lien RSAs and, as a result, the consenting creditors currently have the ability toterminate the First Lien RSAs. We, CEOC, and CEOC’s creditors continue to negotiate terms of the restructuring and have not received written notice of theconsenting creditors’ intent to terminate. The Debtors’ ability to timely complete the milestones established under the First Lien RSAs is subject to risks anduncertainties that may be beyond our control. If the Debtors breach or otherwise default under the First Lien RSAs and the creditors party to the First Lien RSAsare not required to vote in favor of the Plan, the Plan may not be confirmed, in which case there could be an alternative plan of reorganization that may or may notbe acceptable to Caesars Entertainment.We cannot assure you that we will have sufficient liquidity to complete the Plan if it is approved by the Bankruptcy Court.Because of the material commitments we made under the First Lien RSAs described above, we estimate that CEC will require additional sources of funding tomeet its commitments even if the previously announced merger of Caesars and CAC is successfully completed. Because of these factors, we are evaluatingadditional sources of liquidity to enable CEC to meet its commitments, but we have not yet secured additional funding and there can be no assurance that we willbe able to successfully obtain such financing. Furthermore, if the merger with CAC is not completed for any reason, CEC would still be liable for these payments.The Debtors may not be able to obtain Bankruptcy Court confirmation of the Plan or may have to modify the terms of the Plan.Even if approved by each class of holders of claims and interests entitled to vote (a “Voting Class”), the Bankruptcy Court may, as a court of equity, exercisesubstantial discretion and could choose not to confirm the Plan. Bankruptcy Code Section 11299requires, among other things, a showing that confirmation of the Plan will not be followed by liquidation or the need for further financial reorganization for theDebtors, and that the value of distributions to dissenting holders of claims and interests will not be less than the value such holders would receive if the Debtorsliquidated under Chapter 7 of the Bankruptcy Code. Although we believe that the Plan will satisfy such tests, there can be no assurance that the Bankruptcy Courtwill reach the same conclusion.Confirmation of the Plan will also be subject to certain conditions. These conditions may not be met, and there can be no assurance that we and a requisite amountof the applicable creditors under the First Lien RSAs will agree to modify or waive such conditions. Further, changed circumstances may necessitate changes to thePlan. Any such modifications could result in less favorable treatment of any non-accepting class, as well as any classes junior to such non-accepting class, than thetreatment that will currently be provided in the Plan in accordance with the First Lien RSAs. Such less favorable treatment could include a distribution of property(including new securities) to the class affected by the modification of a lesser value than what the First Lien RSAs contemplate will be provided in the Plan or nodistribution of property whatsoever under the Plan. In addition, any changes to the Plan, including any changes that would result in Caesars Entertainment nolonger controlling the ownership or operations of CEOC, could have an adverse effect on Caesars Entertainment and its remaining operations. Changes to the Planmay also delay the confirmation of the Plan and the Debtors’ emergence from bankruptcy.If the Plan contemplated by the First Lien RSAs is confirmed, CEC will be required to invest and pay significant amounts of cash in connection with therestructuring of CEOC, which may have a negative impact on Caesars’ business and operating condition.If the Bankruptcy Court approves the Plan, in connection with the Debtors’ emergence from Chapter 11, Caesars Entertainment will guarantee (i) the two leasesbetween the restructured operating company (“OpCo”) and the restructured property companies (“CPLV PropCo” and “Non-CPLV PropCo”, collectively“PropCo”) and (ii) OpCo’s senior secured credit facilities and first lien notes and second lien notes received by the Debtors’ creditors under the Plan (the “OpCoTake-Back Debt”). Pursuant to the leases, CPLV PropCo and Non-CPLV PropCo will lease properties to OpCo: (1) for the Caesars Palace Las Vegas (“CPLV”)property (the “CPLV Lease”) and (2) for certain properties currently owned by CEOC other than CPLV (the “Non-CPLV PropCo Lease” and, together with theCPLV Lease, the “Leases”). Under the terms of a proposed management lease support agreement, Caesars Entertainment will guarantee the payment andperformance of all monetary obligations of OpCo under the Leases. Under the terms of the guarantees of the OpCo Take-Back Debt, Caesars Entertainment willprovide a full guarantee of the OpCo Take-Back Debt, secured by a first-priority pledge of substantially all of the material assets of Caesars Entertainment, subjectto certain exceptions. If OpCo is unable to meet its monetary obligations under the Leases or the OpCo Take-Back Debt, Caesars Entertainment may be subject tosignificant obligations, which could materially and adversely affect Caesars Entertainment’s business and operating conditions.The merger with CAC is subject to various closing conditions, including governmental approvals, and other uncertainties and there can be no assurances as towhether and when it may be completed.On December 21, 2014, Caesars Entertainment entered into the Merger Agreement with CAC, under which CAC will merge with and into Caesars Entertainment,with Caesars Entertainment continuing as the surviving corporation. The consummation of the merger is subject to a number of closing conditions, many of whichare not within Caesars Entertainment’s control, and failure to satisfy such conditions may prevent, delay or otherwise materially adversely affect the completion ofthe transaction. These conditions include, among other things, (a) obtaining any necessary licenses, consents or other approvals, including from gaming authorities,to effect the merger, (b) the Plan having been confirmed by the Bankruptcy Court, (c) minimum cash conditions for each of (i) CGP and its subsidiaries and (ii)Caesars Entertainment and CERP, (d) receipt of certain tax opinions or rulings regarding certain tax aspects of the restructuring of CEOC and (e) a thresholdamount of tax costs to Caesars Entertainment related to certain aspects of the restructuring of CEOC. It also is possible that a change, event, fact, effect orcircumstance that could lead to a material adverse effect on Caesars Entertainment may occur, which may result in CAC not being obligated to complete themerger. We cannot predict with certainty whether and when any of the required closing conditions will be satisfied or if an uncertainty resulting in a materialadverse effect on Caesars Entertainment may arise. If the merger does not receive, or timely receive, the required regulatory approvals and clearances, or if anotherevent occurs delaying or preventing the merger, such delay or failure to complete the merger may cause uncertainty or other negative consequences that maymaterially and adversely affect Caesars Entertainment’s business, financial performance and operating results and the price per share for Caesar Entertainment’scommon stock.In the event that the pending merger with CAC is not completed, the trading price of our common stock and our future business and financial results may benegatively impacted.As noted above, the conditions to the completion of the merger with CAC may not be satisfied, and even if the Plan is confirmed, under certain circumstances theexchange ratio between shares of CAC Class A common stock and CEC common stock may be adjusted or the merger agreement may be terminated. If the mergerwith CAC is not completed for any reason, we would still be10liable for significant transaction costs and the focus of our management would have been diverted from seeking other potential opportunities without realizing anybenefits of the completed merger. If we do not complete the merger, certain litigation against us will remain outstanding and not be released. If we do not completethe merger, the price of our common stock may decline significantly from the current market price, which may reflect a market assumption that the merger will becompleted.CEOC may have insufficient liquidity for its business operations during the Chapter 11 proceedings.Although we believe that CEOC will have sufficient liquidity to operate its businesses during the pendency of the Chapter 11 proceedings, there can be noassurance that the revenue generated by CEOC’s business operations and cash made available to CEOC under the cash collateral order or otherwise in itsrestructuring process will be sufficient to fund its operations, especially as we expect CEOC to incur substantial professional and other fees related to itsrestructuring. CEOC has not made arrangements for financing in the form of a debtor-in-possession credit facility, or DIP facility. In the event that revenue flowsand other available cash are not sufficient to meet CEOC’s liquidity requirements, CEOC may be required to seek additional financing. There can be no assurancethat such additional financing would be available or, if available, offered on terms that are acceptable. If, for one or more reasons, CEOC is unable to obtain suchadditional financing, CEOC could be required to seek a sale of the company or certain of its material assets or its businesses and assets may be subject toliquidation under Chapter 7 of the Bankruptcy Code, and CEOC may cease to continue as a going concern, which could harm our business.Any plan of reorganization that the Debtors may implement will be based in large part upon assumptions and analyses developed by CEOC. If theseassumptions and analyses prove to be incorrect, the Debtors’ plan may be unsuccessful in its execution, which could adversely affect Caesars Entertainment.Any plan of reorganization that the Debtors may implement could affect both the Debtors’ capital structure and the ownership, structure and operation of theDebtors’ businesses and will reflect assumptions and analyses based on CEOC’s experience and perception of historical trends, current conditions and expectedfuture developments, as well as other factors that CEOC considers appropriate under the circumstances. Whether actual future results and developments will beconsistent with CEOC’s expectations and assumptions depends on a number of factors, including but not limited to (i) CEOC’s ability to substantially change theDebtors’ capital structure; (ii) CEOC’s ability to restructure the Debtors as a separate operating company and property company, with a real estate investment trustdirectly or indirectly owning and controlling the property company, (iii) the ability of the Debtors to obtain adequate liquidity and financing sources; (iv) ourability to maintain customers’ confidence in our viability as a continuing entity and to attract and retain sufficient business from them; (v) the Debtors’ ability toretain key employees; and (vi) the overall strength and stability of general economic conditions in the U.S. and in global markets. The failure of any of thesefactors could materially adversely affect the successful reorganization of the Debtors’ businesses.In addition, any plan of reorganization will rely upon financial projections, including with respect to revenues; earnings before interest, taxes, depreciation andamortization (“EBITDA”), capital expenditures, debt service, and cash flow. Financial forecasts are necessarily speculative, and it is likely that one or more of theassumptions and estimates that are the basis of these financial forecasts will not be accurate. The forecasts for the Debtors will be even more speculative thannormal, because they may involve fundamental changes in the nature of the Debtors’ capital structure and corporate structure. Accordingly, CEOC expects that itsactual financial condition and results of operations will differ, perhaps materially, from what CEOC has anticipated. Consequently, there can be no assurance thatthe results or developments contemplated by any plan of reorganization implemented by the Debtors will occur or, even if they do occur, that they will have theanticipated effects on the Debtors and their subsidiaries or businesses or operations. The failure of any such results or developments to materialize as anticipatedcould materially adversely affect the successful execution of any plan of reorganization.If the Plan contemplated by the First Lien RSAs is approved and consummated, CEC will own CEOC (and guarantee substantial payments by CEOC) and,accordingly, unsuccessful implementation of the Plan could have an adverse effect on Caesars Entertainment.As a result of the Chapter 11 proceedings, our historical financial information will not be indicative of our future financial performance.Our capital structure and our corporate structure will likely be significantly altered under any plan of reorganization ultimately confirmed by the Bankruptcy Court.As of the Petition Date, CEOC was deconsolidated from our financial statements. Consequently, our results of operations following the deconsolidation will not becomparable to the financial condition and results of operations reflected in our historical financial statements for periods prior to the deconsolidation.11Risks Related to our BusinessOur substantial indebtedness and the fact that a significant portion of our cash flow is used to make interest payments could adversely affect our ability to raiseadditional capital to fund our operations, limit our ability to react to changes in the economy or our industry and prevent us from making debt servicepayments.Caesars Entertainment is a highly-leveraged company and had $7.1 billion in debt outstanding as of December 31, 2015 . As a result, a significant portion of ourliquidity needs are for debt service, including significant interest payments. Our estimated debt service (including principal and interest) is $767 million for 2016and $9.5 billion thereafter to maturity. See Note 13 for details of our debt outstanding and related restrictive covenants.Our substantial indebtedness and the restrictive covenants under the agreements governing such indebtedness could:•limit our ability to borrow money for our working capital, capital expenditures, development projects, debt service requirements, strategic initiatives orother purposes;•make it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debtinstruments, including restrictive covenants and borrowing conditions, could result in an event of default under the agreements governing ourindebtedness;•require us to dedicate a substantial portion of our cash flow from operations to the payment of interest and repayment of our indebtedness therebyreducing funds available to us for other purposes;•limit our flexibility in planning for, or reacting to, changes in our operations or business;•make us more highly-leveraged than some of our competitors, which may place us at a competitive disadvantage;•make us more vulnerable to downturns in our business or the economy;•restrict us from making strategic acquisitions, developing new gaming facilities, introducing new technologies or exploiting business opportunities;•affect our ability to renew gaming and other licenses;•limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds or dispose ofassets; and•expose us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest.Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, prospects and ability to satisfy our outstandingdebt obligations.We may be unable to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under ourindebtedness that may not be successful.We may be unable to generate sufficient cash flow from operations, or may be unable to draw under our senior secured credit facilities or otherwise, in an amountsufficient to fund our liquidity needs. Our operating cash inflows are typically used for operating expenses, debt service costs, working capital needs, and capitalexpenditures in the normal course of business. Our operating cash flow was negative $735 million in 2014 and $120 million in 2015. Our estimated debt service(including principal and interest) is $767 million for 2016 and $9.5 billion thereafter to maturity. See Note 13 for details of our debt outstanding.We may incur significantly more debt, which could adversely affect our ability to pursue certain opportunities.We and our subsidiaries may be able to incur substantial indebtedness at any time, and from time to time, including in the near future. Although the terms of theagreements governing our indebtedness contain restrictions on our ability to incur additional indebtedness, these restrictions are subject to a number of importantqualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial.For example, as of December 31, 2015 , CERP had $190 million of additional borrowing capacity available under its senior secured revolving credit facility. CGPhad $115 million of additional borrowing capacity available under its senior secured revolving credit facility. None of our existing indebtedness limits the amountof debt that may be incurred by Caesars Entertainment.12Our subsidiary debt agreements allow for one or more future issuances of additional secured notes or loans, which may include, in each case, indebtedness securedon a pari passu basis with the obligations under CGP’s or CERP's credit facilities and first lien notes. This indebtedness could be used for a variety of purposes,including financing capital expenditures, refinancing or repurchasing our outstanding indebtedness, including existing unsecured indebtedness, or for generalcorporate purposes. We have raised and expect to continue to raise debt, including secured debt, to directly or indirectly refinance our outstanding unsecured debton an opportunistic basis, as well as development and acquisition opportunities.Our debt agreements contain restrictions that limit our flexibility in operating our business.Our debt agreements contain, and any future indebtedness of ours would likely contain, a number of covenants that impose significant operating and financialrestrictions, including restrictions on the issuer of the debt’s ability to, among other things:•incur additional debt or issue certain preferred shares;•pay dividends on or make distributions in respect of our capital stock or make other restricted payments;•make certain investments;•sell certain assets;•create liens on certain assets;•consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;•enter into certain transactions with our affiliates; and•designate our subsidiaries as unrestricted subsidiaries.As a result of these covenants, we are limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities orfinance future operations or capital needs.We have pledged and will pledge a significant portion of our assets as collateral under our subsidiaries’ debt agreements. If any of our lenders accelerate therepayment of borrowings, there can be no assurance that we will have sufficient assets to repay our indebtedness.We are required to satisfy and maintain specified financial ratios under our debt agreements. See Note 13 for further information. Our ability to meet the financialratios under our debt agreements can be affected by events beyond our control, and there can be no assurance that we will be able to continue to meet those ratios.A failure to comply with the covenants contained in the agreements that govern our indebtedness could result in an event of default under the facilities or theexisting agreements, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations. In the eventof any default under the indebtedness of CERP or CGP, the lenders thereunder:•will not be required to lend any additional amounts to such borrowers;•could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable and terminate allcommitments to extend further credit; or•require such borrowers to apply all of our available cash to repay these borrowings.Such actions by the lenders under CERP’s or CGP’s indebtedness could cause cross defaults under the other indebtedness of CERP and CGP, respectively. Forinstance, if CERP were unable to repay those amounts, the lenders under CERP’s credit facilities and the holders of CERP’s secured notes could proceed againstthe collateral granted to them to secure that indebtedness.If the indebtedness under CERP’s or CGP’s credit facilities, or other indebtedness were to be accelerated, there can be no assurance that their assets would besufficient to repay such indebtedness in full.Repayment of our subsidiaries’ debt is dependent on cash flow generated by our subsidiaries.Our subsidiaries currently own a significant portion of our assets and conduct a significant portion of our operations. Accordingly, repayment of our subsidiaries’indebtedness is dependent, to a significant extent, on the generation of cash flow by our subsidiaries and their ability to make such cash available by dividend, debtrepayment or otherwise. Our subsidiaries do not have any obligation13to pay amounts due on our other subsidiaries’ indebtedness or to make funds available for that purpose. Our subsidiaries may not be able to, or may not bepermitted to, make distributions to enable us to make payments in respect of our other subsidiaries’ indebtedness. Each subsidiary is a distinct legal entity and,under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries.We are or may become involved in legal proceedings that, if adversely adjudicated or settled, could have a material adverse effect on our business, financialcondition, results of operations, and prospects.In addition to the Noteholder Disputes discussed above, we are also defendants from time to time in various lawsuits or other legal proceedings relating to mattersincidental to our business. The nature of our business subjects us to the risk of lawsuits filed by customers, past and present employees, competitors, businesspartners, Indian tribes and others in the ordinary course of business. As with all legal proceedings, no assurance can be provided as to the outcome of these mattersand in general, legal proceedings can be expensive and time consuming. For example, we may have potential liability arising from a class action lawsuit againstHilton Hotels Corporation relating to employee benefit obligations. We may not be successful in the defense or prosecution of these lawsuits, which could result insettlements or damages that could significantly impact our business, financial condition and results of operations.The loss of the services of key personnel could have a material adverse effect on our business.We believe that the leadership of our executive officers has been a critical element of our success. Any unforeseen loss of our chief executive officer’s services, orany negative market or industry perception with respect to him or arising from his loss, could have a material adverse effect on our businesses. Our other executiveofficers and other members of senior management have substantial experience and expertise in our businesses that we believe will make significant contributions toour growth and success. The unexpected loss of services of one or more of these individuals could also adversely affect us. We do not have key man or similar lifeinsurance policies covering members of our senior management. We have employment agreements with our executive officers, but these agreements do notguarantee that any given executive will remain with us, and there can be no assurance that any such officers will remain with us.If we cannot attract, retain and motivate employees, we may be unable to compete effectively, and lose the ability to improve and expand our businesses.Our success and ability to grow depend, in part, on our ability to hire, retain, and motivate sufficient numbers of talented people with the increasingly diverse skillsneeded to serve clients and expand our business, in many locations around the world. We face intense competition for highly qualified, specialized technical,managerial, and consulting personnel. Recruiting, training, retention and benefit costs place significant demands on our resources. Additionally, our substantialindebtedness and CEOC’s Chapter 11 proceedings have made recruiting executives to our businesses more difficult, which may become even more difficult as theCEOC Chapter 11 proceedings progress. The inability to attract qualified employees in sufficient numbers to meet particular demands or the loss of a significantnumber of our employees could have an adverse effect on us.We may sell or divest different properties or assets as a result of our evaluation of our portfolio of businesses. Such sales or divestitures could affect our costs,revenues, profitability and financial position.From time to time, we evaluate our properties and our portfolio of businesses and may, as a result, sell or attempt to sell, divest or spin-off different properties orassets. For example, CEOC closed Harrah’s Tunica and Showboat Atlantic City in 2014. In addition, in 2014, CGP acquired from CEOC The Cromwell, TheLINQ Hotel, Bally’s Las Vegas, and Harrah’s New Orleans as well as a financial stake in the management fee stream for all of those properties.These sales or divestitures affect our costs, revenues, profitability, financial position, liquidity and our ability to comply with our debt covenants. Divestitures haveinherent risks, including possible delays in closing transactions (including potential difficulties in obtaining regulatory approvals), the risk of lower-than-expectedsales proceeds for the divested businesses, and potential post-closing claims for indemnification. In addition, current economic conditions and relatively illiquidreal estate markets may result in fewer potential bidders and unsuccessful sales efforts. Expected costs savings, which are offset by revenue losses from divestedproperties, may also be difficult to achieve or maximize due to our fixed cost structure.Reduction in discretionary consumer spending resulting from a downturn in the national economy, the volatility and disruption of the capital and creditmarkets, adverse changes in the global economy and other factors 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 our control, such as perceived or actual general economicconditions; 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 indisposable consumer income and wealth; increases in payroll taxes;14increases in gaming taxes or fees; fears of recession and changes in consumer confidence in the economy; and terrorist attacks or other global events. Our businessis particularly susceptible to any such changes because our casino properties offer a highly discretionary set of entertainment and leisure activities and amenities.Gaming and other leisure activities we offer represent discretionary expenditures and participation in such activities may decline if discretionary consumerspending declines, including during economic downturns, during which consumers generally earn less disposable income. The economic downturn that began in2008 and adverse conditions in the local, regional, national and global markets negatively affected our business and results of operations and may negatively affectour operations in the future. During periods of economic contraction, our revenues may decrease while most of our costs remain fixed and some costs evenincrease, resulting in decreased earnings. While economic conditions have improved, our revenues may decrease. For example, while the gaming industry haspartially recovered from 2006, there are no assurances that the gaming industry will continue to grow as a result of economic downturn or other factors. Anydecrease in the gaming industry could adversely affect consumer spending and adversely affect our operations.Additionally, key determinants of our revenues and operating performance include hotel average daily rate (“ADR”), number of gaming trips and average spendper trip by our customers. Given that 2007 was the peak year for our financial performance and the gaming industry in the United States in general, we may notattain those financial levels in the near term, or at all. If we fail to increase ADR or any other similar metric in the near term, our revenues may not increase and, asa result, we may not be able to pay down our existing debt, fund our operations, fund planned capital expenditures or achieve expected growth rates, all of whichcould have a material adverse effect on our business, financial condition, results of operations and cash flow. Even an uncertain economic outlook may adverselyaffect consumer spending in our gaming operations and related facilities, as consumers spend less in anticipation of a potential economic downturn. Furthermore,other uncertainties, including national and global economic conditions, terrorist attacks or other global events, could adversely affect consumer spending andadversely affect our operations.Growth in consumer demand for non-gaming offerings could negatively impact our gaming revenue.Although recent trends have indicated a growing shift in customer demand for gambling over non-gaming offerings when visiting Las Vegas, there are noassurances that this trend will continue and that demand for non-gaming offerings will not increase. According to Las Vegas Convention and Visitors Authority,47% of Las Vegas visitors in 2014 indicated that their primary reason to visit was for vacation or pleasure as opposed to solely for gambling as the main attraction,up from 41% of visitors in 2013, but down from 50% of visitors in 2011. To the extent the demand for non-gaming offerings replaces demand for gambling, ourgaming revenues will decrease, which could have an adverse impact on our business and results of operations.We are subject to extensive governmental regulation and taxation policies, the enforcement of which could adversely impact our business, financial condition,and results of operations.We are subject to extensive gaming regulations and political and regulatory uncertainty. Regulatory authorities in the jurisdictions where we operate have broadpowers with respect to the licensing of casino operations and may revoke, suspend, condition or limit our gaming or other licenses, impose substantial fines andtake other actions, any one of which could adversely impact our business, financial condition and results of operations. For example, revenues and income fromoperations were negatively impacted during July 2006 in Atlantic City by a three-day government-imposed casino shutdown. Furthermore, in many jurisdictionswhere we operate, licenses are granted for limited durations and require renewal from time to time. For example, in Iowa, our ability to continue our gamingoperations is subject to a referendum every eight years or at any time upon petition of the voters in the county in which we operate; the most recent referendumwhich approved our ability to continue to operate our casinos occurred in November 2010. In Maryland, we will have to reapply for our license in July 2017. Therecan be no assurance that continued gaming activity will be approved in any referendum in the future. If we do not obtain the requisite approval in any futurereferendum, we will not be able to operate our gaming operations in Iowa, which would negatively impact our future performance.From time to time, individual jurisdictions have also considered legislation or referendums, such as bans on smoking in casinos and other entertainment and diningfacilities, which could adversely impact our operations. For example, the City Council of Atlantic City passed an ordinance in 2007 requiring that we segregate atleast 75% of the casino gaming floor as a nonsmoking area, leaving no more than 25% of the casino gaming floor as a smoking area. Illinois also passed the SmokeFree Illinois Act which became effective January 1, 2008, and bans smoking in nearly all public places, including bars, restaurants, work places, schools andcasinos. The Smoke Free Illinois Act also bans smoking within 15 feet of any entrance, window or air intake area of these public places. In January 2015, the Cityof New Orleans passed a ban on indoor smoking and use of electronic cigarettes, which became effective in April 2015. These smoking bans have adverselyaffected revenues and operating results at our properties. The likelihood or outcome of similar legislation in other jurisdictions and referendums in the futurecannot be predicted, though any smoking ban would be expected to negatively impact our financial performance.Furthermore, because we are subject to regulation in each jurisdiction in which we operate, and because regulatory agencies within each jurisdiction review ourcompliance with gaming laws in other jurisdictions, it is possible that gaming compliance issues in15one jurisdiction may lead to reviews and compliance issues in other jurisdictions. We cannot assure you that existing or future jurisdictions would not raise similarquestions with respect to our suitability arising out of the Bureau’s report, or with respect to matters that may arise in the future, and we cannot assure you thatsuch issues will not adversely affect us or our financial condition.Our stockholders are subject to extensive governmental regulation and if a stockholder is found unsuitable by the gaming authority, that stockholder would notbe able to beneficially own our common stock directly or indirectly.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 suitabilitydetermined by gaming authorities. Gaming authorities have very broad discretion in determining whether an applicant should be deemed suitable. Subject tocertain administrative proceeding requirements, the gaming regulators have the authority to deny any application or limit, condition, restrict, revoke or suspend anylicense, registration, finding of suitability or approval, or fine any person licensed, registered or found suitable or approved, for any cause deemed reasonable bythe gaming authorities. For additional information on the criteria used in making determinations regarding suitability, see “Governmental Regulation.”For example, under Nevada gaming laws, each person who acquires, directly or indirectly, beneficial ownership of any voting security, or beneficial or recordownership of any non-voting security or any debt security, in a public corporation which is registered with the Nevada Gaming Commission, or the GamingCommission, 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 hercontinued ownership in general, would be inconsistent with the declared public policy of Nevada, in the sole discretion of the Gaming Commission. Any personrequired 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 orshe should do so and, together with his or her application for suitability, deposit with the Nevada Gaming Control Board, or the Control Board, a sum of moneywhich, 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 thatapplication for suitability, and deposit such additional sums as are required by the Control Board to pay final costs and charges. Additionally, under Ohio law, aninstitutional investor, which is broadly defined and includes any corporation that holds any amount of our stock, will be required to apply for and obtain a waiverof suitability determination.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 indirectlythe beneficial ownership of any voting security or the beneficial or record ownership of any nonvoting security or any debt security of any public corporationwhich is registered with the gaming authority 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 jurisdictionand 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 voting securities of a gaming company and, insome jurisdictions, non-voting securities, typically 5%, to report the acquisition to gaming authorities, and gaming authorities may require such holders to apply forqualification or a finding of suitability, subject to limited exceptions for “institutional investors” that hold a company's voting securities for investment purposesonly. Under Maryland gaming laws, we may not sell or otherwise transfer more than 5% of the legal or beneficial interest in Horseshoe Baltimore without theapproval of the Maryland Lottery and Gaming Control Commission, or the Maryland Commission, after the Maryland Commission determines that the transfereeis 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. In Indiana, for example, aperson may not have an ownership interest in more than two Indiana riverboat owner's licenses, and in Maryland an individual or business entity may not own aninterest in more than one video lottery facility.If we are unable to effectively compete against our competitors, our profits will decline.The gaming industry is highly competitive and our competitors vary considerably in size, quality of facilities, number of operations, brand identities, marketingand growth strategies, financial strength and capabilities, and geographic diversity. We also compete with other non-gaming resorts and vacation areas, and withvarious other entertainment businesses. Our competitors in each market that we participate may have greater financial, marketing, or other resources than we do,and there can be no assurance that they will not engage in aggressive pricing action to compete with us. Although we believe we are currently able to competeeffectively in each of the various markets in which we participate, we cannot ensure that we will be able to continue to do so or that we will be capable ofmaintaining or further increasing our current market share. Our failure to compete successfully in our various markets could adversely affect our business, financialcondition, results of operations, and cash flow.In recent years, many casino operators, including us, have been reinvesting in existing markets to attract new customers or to gain market share, thereby increasingcompetition in those markets. As companies have completed new expansion projects, supply has16typically grown at a faster pace than demand in some markets, including Las Vegas, our largest market, and competition has increased significantly. For example,CityCenter, a large development of resorts and residences, opened in December 2009, SLS Las Vegas opened in August 2014, and the Genting Group hasannounced plans to develop a casino called Resorts World Las Vegas, which is expected to open in 2017. Also, in response to changing trends, Las Vegasoperators have been focused on expanding their non-gaming offerings, including upgrades to hotel rooms, new food and beverage offerings, and new entertainmentofferings. MGM is developing The Park, which includes a new retail and dining development on the land between New York-New York and Monte Carlo, arenovation 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 ThePark began in 2015 and the arena is expected to be complete in the first half of 2016. There have also been proposals for other large scale non-gaming developmentprojects in Las Vegas by various other developers, however, there are no details as to when or if these projects will be completed. The expansion of existing casinoentertainment properties, the increase in the number of properties and the aggressive marketing strategies of many of our competitors have increased competition inmany markets in which we operate, and this intense competition is expected to continue. These competitive pressures have and are expected to continue toadversely affect our financial performance in certain markets, including Atlantic City.In particular, our business may be adversely impacted by the additional gaming and room capacity in Nevada. In addition, our operations located in New Jerseymay be adversely impacted by the expansion of gaming in Maryland, New York and Pennsylvania, and our operations located in Nevada may be adverselyimpacted by the expansion of gaming in California.Theoretical win rates for our casino operations depend on a variety of factors, some of which are beyond our control.The gaming industry is characterized by an element of chance. Accordingly, we 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 beyondour 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 theamount of time players spend gambling. As a result of the variability in these factors, the actual win rates at the casino may differ from theoretical win rates andcould result in the winnings of our gaming customers exceeding those anticipated. The variability of these factors, alone or in combination, have the potential tonegatively impact our actual win rates, which may adversely affect our business, financial condition, results of operations and cash flows.We face the risk of fraud and cheating.Our 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 orother tactics, possibly in collusion with our employees. Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillancestaff, 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 our gamingoperations. In addition, negative publicity related to such schemes could have an adverse effect on our reputation, potentially causing a material adverse effect onour business, financial condition, results of operations and cash flows.Use of the “Caesars” brand name, or any of our other brands, by entities other than us could damage the brands and our operations and adversely affect ourbusiness and results of operations.The “Caesars” brand remains the most recognized casino brand in the world and our operations benefit from the global recognition and reputation generated by ourbrands. Generally, we are actively pursuing gaming and non-gaming management, branding, and development opportunities in Asia and other parts of the worldwhere our brands and reputation are already well-recognized assets. In addition, we will continue to expand our World Series of Poker tournaments to internationaljurisdictions where we believe there is a likelihood of legalization of online gaming, in order to grow the brand’s awareness. In connection with such opportunities,we intend to grant third parties licenses to use our brands. Our business and results of operations may be adversely affected by the management or the enforcementof the “Caesars” and the “World Series of Poker” brand names, or any of our other brands, by third parties outside of our exclusive control.Any failure to protect our trademarks could have a negative impact on the value of our brand names and adversely affect our business.The development of intellectual property is part of our overall business strategy, and we regard our intellectual property to be an important element of our success.While our business as a whole is not substantially dependent on any one trademark or combination of several of our trademarks or other intellectual property, weseek to establish and maintain our proprietary rights in our business operations and technology through the use of patents, copyrights, trademarks and trade secretlaws. Despite our efforts to protect our proprietary rights, parties may infringe our trademarks and use information that we regard as proprietary and our rights may17be invalidated or unenforceable. The unauthorized use or reproduction of our trademarks could diminish the value of our brand and our market acceptance,competitive advantages or goodwill, which could adversely affect our business.We extend credit to a portion of our customers and we may not be able to collect gaming receivables from our credit players.We conduct our gaming activities on a credit and cash basis at many of our properties. Any such credit we extend is unsecured. Table games players typically areextended more credit than slot players, and high-stakes players typically are extended more credit than customers who tend to wager lower amounts. High-endgaming 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 negativeimpact on cash flow and earnings in a particular quarter. We extend credit to those customers whose level of play and financial resources warrant, in the opinion ofmanagement, an extension of credit. These large receivables could have a significant impact on our results of operations if deemed uncollectible. While gamingdebts evidenced by a credit instrument, including what is commonly referred to as a “marker,” and judgments on gaming debts are enforceable under the currentlaws of the jurisdictions in which we allow play on a credit basis and judgments in such jurisdictions on gaming debts are enforceable in all states under the FullFaith and Credit Clause of the U.S. Constitution, other jurisdictions may determine that enforcement of gaming debts is against public policy. Although courts ofsome 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 gamingdebts from U.S. courts are not binding on the courts of many foreign nations.The acquisition, development and construction of new hotels, casinos and gaming and non-gaming venues and the expansion of existing ones could have anadverse effect on our business, financial condition and results of operations due to various factors including delays, cost overruns and other uncertainties.We intend to develop, construct and open or acquire new hotels, casinos and other gaming venues, and develop and manage non-gaming venues, in response toopportunities that may arise. Future development projects and acquisitions may require significant capital commitments, the incurrence of additional debt,guarantees of third party debt, the incurrence of contingent liabilities and an increase in depreciation and amortization expense, which could have an adverse effectupon our business, financial condition, results of operations and cash flow. The development and construction of new hotels, casinos and gaming venues and theexpansion of existing ones, such as the redevelopment of The Cromwell in Las Vegas, the development and construction of Horseshoe Baltimore, and theredevelopment of The LINQ Hotel & Casino, are susceptible to various risks and uncertainties, such as:•the existence of acceptable market conditions and demand for the completed project;•general construction risks, including cost overruns, change orders and plan or specification modification, shortages of equipment, materials or skilledlabor, labor disputes, unforeseen environmental, engineering or geological problems, work stoppages, fire and other natural disasters, constructionscheduling problems, and weather interferences;•changes and concessions required by governmental or regulatory authorities;•the ability to finance the projects, especially in light of our substantial indebtedness;•delays in obtaining, or inability to obtain, all licenses, permits and authorizations required to complete and/or operate the project; and•disruption of our existing operations and facilities.Moreover, our development and expansion projects are sometimes jointly pursued with third parties or by licensing our brands to third parties. These jointdevelopment, expansion projects or license agreements are subject to risks, in addition to those disclosed above, as they are dependent on our ability to reach andmaintain agreements with third parties.Our failure to complete any new development or expansion project, or consummate any joint development, expansion projects or projects where we license ourbrands, as planned, on schedule, within budget or in a manner that generates anticipated profits, could have an adverse effect on our business, financial condition,results of operations and cash flow.We may not realize all of the anticipated benefits of current or potential future acquisitions.Our ability to realize the anticipated benefits of acquisitions will depend, in part, on our ability to integrate the businesses of such acquired company with ourbusinesses. The combination of two independent companies is a complex, costly and time consuming process. This process may disrupt the business of either orboth of the companies, and may not result in the full benefits expected. The difficulties of combining the operations of the companies include, among others:•coordinating marketing functions;18•undisclosed liabilities; unanticipated issues in integrating information, communications and other systems;•unanticipated incompatibility of purchasing, logistics, marketing and administration methods;•retaining key employees;•consolidating corporate and administrative infrastructures;•the diversion of management's attention from ongoing business concerns; and•coordinating geographically separate organizations.We may be unable to realize in whole or in part the benefits anticipated for any current or future acquisitions.The risks associated with our existing and potential future international operations could reduce our profits.Some of our properties are located outside the United States, and we are currently pursuing additional international opportunities. International operations aresubject to inherent risks including:•political and economic instability;•variation in local economies;•currency fluctuation;•greater difficulty in accounts receivable collection;•trade barriers; and•burden of complying with a variety of international laws.For example, the political instability in Egypt due to the uprising in January 2011 has negatively affected our properties there.Any violation of the Foreign Corrupt Practices Act or other similar laws and regulations could have a negative impact on us.We are subject to risks associated with doing business outside of the United States, which exposes us to complex foreign and U.S. regulations inherent in doingbusiness cross-border and in each of the countries in which it transacts business. We are 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 improperpayments to foreign government officials for the purpose of obtaining or retaining business. Violations of the FCPA and other anti-corruption laws may result insevere criminal and civil sanctions and other penalties and the SEC and U.S. Department of Justice have increased their enforcement activities with respect to theFCPA. Policies and procedures and employee training and compliance programs that we have implemented to deter prohibited practices may not be effective inprohibiting our employees, contractors or agents from violating or circumventing our policies and the law. If our employees or agents fail to comply withapplicable laws or company policies governing our international operations, we may face investigations, prosecutions and other legal proceedings and actionswhich could result in civil penalties, administrative remedies and criminal sanctions. Any determination that we have violated any anti-corruption laws could havea material adverse effect on our financial condition. Compliance with international and U.S. laws and regulations that apply to our international operationsincreases our cost of doing business in foreign jurisdictions. We also deal with significant amounts of cash in our operations and are subject to various reportingand anti-money laundering regulations. Any violation of anti-money laundering laws (“AML”) or regulations, on which in recent years, governmental authoritieshave 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.Acts of terrorism, war, natural disasters, severe weather and political, economic and military conditions may impede our ability to operate or may negativelyimpact our 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 ofour properties in Las Vegas use air travel. As a result of terrorist acts that occurred on September 11, 2001, domestic and international travel was severelydisrupted, which resulted in a decrease in customer visits to our properties in Las Vegas. We cannot predict the extent to which disruptions in air or other forms oftravel as a result of any further terrorist act, security alerts or war, uprisings, or hostilities in places such as Iraq, Afghanistan and/or Syria or other countriesthroughout the world will continue to directly or indirectly impact our business and operating results. For example, our operations in Cairo, Egypt were negativelyaffected from the uprising there in January 2011. As a consequence of the threat of terrorist attacks and19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 anysuch 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 could also adversely impact our business andoperating results. Such events could lead to the loss of use of one or more of our properties for an extended period of time and disrupt our ability to attractcustomers to certain of our gaming facilities. If any such event were to affect our properties, we would likely be adversely impacted. Harrah's Atlantic City wasclosed during a busy summer weekend in August 2011 due to Hurricane Irene and was closed for five days in October and November 2012 due to HurricaneSandy. Our results of operations were significantly impacted by the closure due to Hurricane Sandy. In addition, Hurricane Sandy substantially impacted tourism inNew Jersey, including Atlantic City, and the level of tourism has not yet recovered.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, such as our August 2011 closing and October and November 2012 closings in Atlantic City.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.We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets, which could negatively affect our future profits.We perform our annual impairment assessment of goodwill as of October 1, or more frequently if impairment indicators exist. We determine the estimated fairvalue of each reporting unit based on a combination of EBITDA and estimated future cash flows discounted at rates commensurate with the capital structure andcost of capital of comparable market participants, giving appropriate consideration to the prevailing borrowing rates within the casino industry in general. We alsoevaluate the aggregate fair value of all of our reporting units and other non-operating assets in comparison to our aggregate debt and equity market capitalization atthe test date. Both EBITDA multiples and discounted cash flows are common measures used to value and buy or sell businesses in our industry.We will also perform an annual impairment assessment of other non-amortizing intangible assets as of October 1, or more frequently if impairment indicators exist.We determine the estimated fair value of our non-amortizing intangible assets by primarily using the Relief From Royalty Method and Excess Earnings Methodunder the income approach.We review the carrying value of our long-lived assets whenever events and circumstances indicate that the carrying value of an asset may not be recoverable fromthe estimated future cash flows expected to result from its use and eventual disposition. When performing this assessment, we consider current operating results,trends and prospects, as well as the effect of obsolescence, demand, competition, and other economic, legal, and regulatory factors.Significant negative industry or economic trends, reduced estimates of future cash flows, disruptions to our business, slower growth rates or lack of growth in ourbusiness have resulted in impairment charges during the years ended December 31, 2014 and 2013. If one or more of such events occurs in the future, additionalimpairment charges may be required in future periods. If we are required to record additional impairment charges, this could have a material adverse impact on ourconsolidated financial statements.We may be required to pay our future tax obligation on our deferred cancellation of debt income.Under the American Recovery and Reinvestment Act of 2009, or the ARRA, we received temporary federal tax relief under the Delayed Recognition ofCancellation of Debt Income, or CODI, rules. The ARRA contains a provision that allows for a deferral for tax purposes of CODI for debt reacquired in 2009 and2010, followed by recognition of CODI ratably from 2014 through 2018. In connection with the debt that we reacquired in 2009 and 2010, we have deferredrelated CODI of $499 million remaining for tax purposes. We are required to include one-third of the remaining deferred CODI in taxable income each year from2016 through 2018. Alternatively, the deferred CODI could be accelerated into taxable income in a year an impairment transaction occurs. To the extent that ourfederal taxable income exceeds our available federal net operating loss carry forwards in those years, we will have a cash tax obligation.The amount above has decreased from prior annual reports due to the deconsolidation of the CEOC in 2015 and the 2014 and 2015 recognition of the CODI intotaxable income.20Our business is particularly sensitive to energy prices and a rise in energy prices could harm our operating results.We are a large consumer of electricity and other energy and, therefore, higher energy prices may have an adverse effect on our results of operations. Accordingly,increases in energy costs may have a negative impact on our operating results. Additionally, higher electricity and gasoline prices which affect our customers mayresult in reduced visitation to our resorts and a reduction in our revenues. We may be indirectly impacted by regulatory requirements aimed at reducing the impactsof climate change directed at up-stream utility providers, as we could experience potentially higher utility, fuel, and transportation costs.CGP’s interests may conflict with our interests.The interests of CGP could conflict with our interests. CGP is in a similar business to us and is required to first provide any potential development opportunities tous. However, we may decide to decline the opportunity for the Company’s business and permit CGP to pursue the development opportunity. A committee of ourboard of directors comprised of disinterested directors will consider potential development opportunities provided to us by CGP. If the committee declines anopportunity, that opportunity will be available to CGP and will not be available to our businesses. As a result, our business and growth prospects could benegatively impacted. Furthermore, the consideration of business opportunities may create potential or perceived conflicts of interests between our and CGP'sbusinesses. While we may retain a portion of the financial stake in any management fee to be received in connection with an opportunity provided to CGP, therecan be no assurances that such opportunity will be successful or that we will receive the expected fees from any opportunity.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 expenseallocation but will pay the revised expense allocations under protest and reserves all rights.Although certain employees of affiliates of Apollo Global Management, LLC (together with such affiliates, “Apollo”) and affiliates of TPG Capital, LP (togetherwith such affiliates, “TPG” and, together with Apollo, the “Sponsors”) are on the boards of directors of Caesars Entertainment and CAC, the certificates ofincorporation of both companies provide that neither the Sponsors nor directors have any obligation to present any corporate opportunity to Caesars Entertainmentor CAC. Accordingly, the Sponsors may pursue gaming, entertainment or other activities outside of Caesars Entertainment or CAC and have no obligation topresent such opportunity to Caesars Entertainment or CAC.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 25 collective bargaining agreements covering various employees in Las Vegas expiring in 2016. In addition, several collective bargaining agreementscovering most of our union employees in Atlantic City will expire on February 29, 2016, subject to automatic extension unless one party gives 30 days’ priornotice of intent to terminate. No such notice has been given. We intend to negotiate renewal agreements for all collective bargaining agreements expiring and arehopeful that we will be able to reach agreements with the respective unions without any work stoppage. Work stoppages and other labor disruptions could have amaterial adverse impact on our operations. From time to time, we have experienced attempts by labor organizations to organize certain of our non-unionemployees. These efforts have achieved some success to date. We cannot provide any assurance that we will not experience additional and successful unionactivity in the future. The impact of this union activity is undetermined and could negatively impact our profits.We may be subject to material environmental liability, including as a result of unknown environmental contamination.The casino properties business is subject to certain federal, state and local environmental laws, regulations and ordinances which govern activities or operationsthat may have adverse environmental effects, such as emissions to air, discharges to streams and rivers and releases of hazardous substances and pollutants into theenvironment, as well as handling and disposal from municipal/non-hazardous waste, and which also apply to current and previous owners or operators of realestate generally. Federal examples of these laws include the Clean Air Act, the Clean Water Act, the Resource Conservation Recovery Act, the ComprehensiveEnvironmental Response, Compensation and Liability Act and the Oil Pollution Act of 1990. Certain of these environmental laws may impose cleanupresponsibility and liability without regard to whether the owner or operator knew of or caused particular contamination or release of hazardous substances. Shouldunknown contamination be discovered on our property, or should a release of hazardous substances occur on our property, we could be required to investigate andremediate the contamination and could also be held responsible to a governmental entity or third parties for property damage, personal injury or investigation andremediation costs incurred in connection with the contamination or release, which may be substantial. Moreover, such contamination may also impair our ability touse the affected property. Such liability could be joint and several in nature, regardless of fault, and21could affect us even if such property is vacated. The potential for substantial costs and an inability to use the property could adversely affect our business.Our insurance coverage may not be adequate to cover all possible losses we could suffer, and, in the future, our insurance costs may increase significantly orwe may be unable to obtain the same level of insurance coverage.We may suffer damage to our property caused by a casualty loss (such as fire, natural disasters and acts of war or terrorism) that could severely disrupt ourbusiness or subject it to claims by third parties who are injured or harmed. Although we maintain insurance (including property, casualty, terrorism and businessinterruption), it may be inadequate or unavailable to cover all of the risks to which our business and assets may be exposed. In several cases we maintain extremelyhigh deductibles or self-insure against specific losses. Should an uninsured loss (including a loss which is less than our deductible) or loss in excess of insuredlimits occur, it could have a significant adverse impact on our operations and revenues.We generally renew our insurance policies on an annual basis. If the cost of coverage becomes too high, we may need to reduce our policy limits or agree to certainexclusions from our coverage in order to reduce the premiums to an acceptable amount. Among other factors, homeland security concerns, other catastrophicevents or any change in the current U.S. statutory requirement that insurance carriers offer coverage for certain acts of terrorism could adversely affect availableinsurance coverage and result in increased premiums on available coverage (which may cause us to elect to reduce our policy limits) and additional exclusionsfrom coverage. Among other potential future adverse changes, in the future we may elect to not, or may be unable to, obtain any coverage for losses due to acts ofterrorism.The success of third parties adjacent to our properties is important to our ability to generate revenue and operate our business and any deterioration to theirsuccess could materially adversely affect our revenue and result of operations.In certain cases, we do not own the businesses and amenities adjacent to our properties. However, the adjacent third-party businesses and amenities stimulateadditional traffic through our complexes, including the casinos, which are our largest generators of revenue. Any decrease in the popularity of, or the number ofcustomers visiting, these adjacent businesses and amenities may lead to a corresponding decrease in the traffic through our complexes, which would negativelyaffect our business and operating results. Further, if newly opening properties, such as The Cromwell, are not as popular as expected, we will not realize theincrease in traffic through our properties that we expect as a result of their opening, which would negatively affect our business projections.Compromises of our information systems or unauthorized access to confidential information or our customers' personal information could materially harmour reputation and business.We collect and store confidential, personal information relating to our customers for various business purposes, including marketing and financial purposes, andcredit card information for processing payments. For example, we handle, collect and store personal information in connection with our customers staying at ourhotels and enrolling in our Total Rewards program. We may share this personal and confidential information with vendors or other third parties in connection withprocessing of transactions, operating certain aspects of our business or for marketing purposes. Our collection and use of personal data are governed by state andfederal privacy laws and regulations as well as the applicable laws and regulations in other countries in which we operate. Privacy law is an area that changes oftenand varies significantly by jurisdiction. We may incur significant costs in order to ensure compliance with the various applicable privacy requirements. In addition,privacy laws and regulations may limit our ability to market to our customers.We assess and monitor the security of collection, storage and transmission of customer information on an ongoing basis. We utilize commercially availablesoftware and technologies to monitor, assess and secure our network. Further, the systems currently used for transmission and approval of payment cardtransactions, and the technology utilized in payment cards themselves, all of which can put payment card data at risk, are determined and controlled by the paymentcard industry, not us. Although we have taken steps designed to safeguard our customers' confidential personal information and important internal company data,our network and other systems and those of third parties, such as service providers, could be compromised, damaged, or disrupted by a third party breach of oursystem security or that of a third-party provider or as a result of purposeful or accidental actions of third parties, our employees or those employees of a third party,power outages, computer viruses, system failures, natural disasters or other catastrophic events. Our third-party information system service providers face risksrelating to cybersecurity similar to ours, and we do not directly control any of such parties’ information security operations. Advances in computer and softwarecapabilities and encryption technology, new tools and other developments may increase the risk of a security breach. As a result of any security breach, customerinformation or other proprietary data may be accessed or transmitted by or to a third party. Despite these measures, there can be no assurance that we areadequately protecting our information.Any loss, disclosure or misappropriation of, or access to, customers' or other proprietary information, or other breach of our information security could result inlegal claims or legal proceedings, including regulatory investigations and actions, or liability22for failure to comply with privacy and information security laws, including for failure to protect personal information or for misusing personal information, whichcould disrupt our operations, damage our reputation and expose us to claims from customers, financial institutions, regulators, payment card associations,employees and other persons, any of which could have an adverse effect on our financial condition, results of operations and cash flow.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 tothese plans in amounts established under collective bargaining agreements. We do not administer these plans and, generally, are not represented on the boards oftrustees 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 theinformation available to us, some of the multi-employer plans to which we contribute are either “critical” or “endangered” as those terms are 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 additionalfunding, 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 fora given period. Furthermore, under current law, upon the termination of a multi-employer pension plan, due to the withdrawal of all its contributing employers (amass 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 ourproportionate share of the plan's unfunded vested liabilities, that would have a material adverse impact on our consolidated financial condition, results ofoperations 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 CECaffiliates that are included in NRF are Caesars Atlantic City, Bally’s Atlantic City, and Harrah’s Philadelphia (all of which are owned by CEOC and are notincluded in CEC’s results), as well as Harrah’s Atlantic City and the Las Vegas laundry. NRF has advised the CEC Group that its expulsion has triggeredwithdrawal 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 seekrejection of any collective bargaining agreement in which the obligation to contribute to NRF exists. CEOC is current with respect to pension contributions. TheCEC Group is pursuing several litigation strategies to challenge NRF’s action. There can be no assurance that our strategies will have a successful outcome, andthe CEC Group may become liable for the withdrawal liability, which would have an adverse impact on us.The implementation of CES contemplated activities may be subject to regulatory and other approvals in certain jurisdictions, which may be delayed or whichwe may not receive.In May 2014, we, together with CEOC, CERP and CGPH formed CES, a services joint venture. CES manages certain enterprise assets and the other assets it owns,licenses or controls and employs the corresponding employees and other employees who provide services to CEOC, CERP and CGP, their affiliates and theirrespective properties and systems under each property's corresponding property management agreement. CES manages certain enterprise-wide assets of ours,including the intellectual property that CEOC and its affiliates currently license to CGP and other subsidiaries of CEC. In addition, certain of CEOC’s subsidiaries'property management agreements have been assigned to CES and others may be assigned in the future. While CES has attained certain key regulatory approvals,before CES can commence all activities in all jurisdictions, it may be required to obtain additional regulatory approvals in certain jurisdictions. For example,employees employed by CES are, in the limited purpose of the services they provide to properties in Ohio, Pennsylvania, Missouri and Ontario, Canada, employedjointly by CES and CEOC in respect of such services and will be so jointly employed until CES obtains the necessary regulatory approvals in each of theaforementioned jurisdictions. CES intends to file for all regulatory approvals in jurisdictions in which such approval is required, but we cannot be sure when, or if,we will receive such approvals or that CES will be able to be implemented in all intended jurisdictions.Due to the participation of CEOC, CGPH, and CERP in CES, we may not control CES and our interests may not align with the interests of the other membersof CES.CEOC, CGPH, and CERP are members of CES, and each relies on CES to provide it and its subsidiaries with intellectual property licenses and propertymanagement services, among other services. CEOC, CGPH and CERP are each required to contribute as necessary to fund CES’ operating costs and capitalrequirements in proportion to their respective ownership interest in CES. The members of CES are required to fund its capital expenditures in agreed portions on anannual basis. The amount each member will be required to fund in future years will be subject to the review and approval of the CES steering committee. CEOC,CGPH and CERP, together, control CES through the CES steering committee, which is comprised of one representative from each of CEOC, CGPH and CERP.Conflicts of interest may arise between Caesars Entertainments’ subsidiaries. Most decisions by CES require the consent of two of the three steering committeemembers. To the extent we are unable to control the consent of at least23two of the three steering committee members, we will be unable to cause CES to take actions that our in our interest. In addition, certain decisions by CES may notbe made without unanimous consent of the members, including consent by CGPH, which we do not control. These actions include any decision with respect toliquidation 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 thepurposes of CES, material amendment to CES’ operating agreement, admission of new investors to CES and filing of any bankruptcy or similar action by CES.Thus, CGPH may block certain actions by CES that are in our interest.We are controlled by the Sponsors, whose interests may not be aligned with ours.The members of Hamlet Holdings LLC (“Hamlet Holdings”) are comprised of individuals affiliated with Apollo Global Management, LLC (“Apollo”) andaffiliates of TPG Capital LP (“TPG”) (collectively, the “Sponsors”). As of December 31, 2015 , Hamlet Holdings beneficially owned a majority of our commonstock pursuant to an irrevocable proxy providing Hamlet Holdings with sole voting and sole dispositive power over those shares, and, as a result, the Sponsors havethe power to elect all of our directors. Moreover, Hamlet Holdings has the ability to vote on any transaction that requires the approval of our board of directors orour stockholders, including the approval of significant corporate transactions such as mergers and the sale of all or substantially all of our assets. As a result,Hamlet Holdings is in a position to exert a significant influence over us, and the direction of our business and results of operations. The interests of the Sponsorscould conflict with or differ from the interests of other holders of our securities. For example, the concentration of ownership held by the Sponsors 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.Additionally, 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 acquireinterests in or provide advice to businesses that directly or indirectly compete with certain portions of our business or are suppliers or customers of ours. One orboth of the Sponsors may also pursue acquisitions that may be complementary to our business, and, as a result, those acquisition opportunities may not be availableto us. A sale of a substantial number of shares of stock in the future by funds affiliated with the Sponsors or their co-investors could cause our stock price todecline. So long as Hamlet Holdings continues to hold the irrevocable proxy, they will continue to be able to strongly influence or effectively control our decisions.In addition, we have an executive committee that serves at the discretion of our board of directors and is authorized to take such actions as it reasonably determinesappropriate. Currently, the executive committee may act by a majority of its members, provided that at least one member affiliated with TPG and Apollo mustapprove any action of the executive committee.Future sales or the possibility of future sales of a substantial amount of our common stock, including in connection with the merger with CAC or therestructuring of CEOC, may depress the price of shares of our common stock.Future sales or the availability for sale of substantial amounts of our common stock in the public market could adversely affect the prevailing market price of ourcommon stock and could impair our ability to raise capital through future sales of equity securities.As of December 31, 2015 , there were 145 million shares outstanding, all of which are the same class of voting common stock. All of the outstanding shares of ourcommon stock will be eligible for resale under Rule 144 or Rule 701 of the Securities Act of 1933, as amended (“Securities Act”), subject to volume limitations,applicable holding period requirements or other contractual restrictions. The Sponsors have the ability to cause us to register the resale of its shares, and ourmanagement members who hold shares will have the ability to include their shares in such registration.We sold 7 million shares of our common stock in 2014 and 11 million shares in 2013. In connection with the merger with CAC, we expect to issue a significantnumber of shares of our common stock and, in connection with the restructuring of CEOC, we expect to issue a significant amount of notes convertible into sharesof our common stock. In addition, we may issue shares of common stock or other securities from time to time as consideration for future acquisitions andinvestments or for any other reason that our board of directors deems advisable. If any such acquisition or investment is significant, the number of shares of ourcommon stock, or the number or aggregate principal amount, as the case may be, of other securities that we may issue may in turn be substantial. We may alsogrant registration rights covering those shares of common stock or other securities in connection with any such acquisitions and investments.We cannot predict the size of future issuances of our common stock or other securities or the effect, if any, that future issuances and sales of our common stock orother securities, including future sales by the Sponsors, will have on the market price of our common stock. Sales of substantial amounts of common stock(including shares of common stock issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing marketprices for our common stock.24The price and trading volume of our common stock may fluctuate significantly.The market price of our common stock may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume of our common stock mayfluctuate and cause significant price variations to occur. Volatility in the market price of our common stock may prevent a holder of our common stock from beingable to sell their shares. The market price for our common stock could fluctuate significantly for various reasons, including:•our operating and financial performance and prospects;•our quarterly or annual earnings or those of other companies in our industry;•news or developments related to CEOC's ongoing Bankruptcy proceedings and negotiations with its creditors;•conditions that impact demand for our products and services;•the public's reaction to our press releases, other public announcements and filings with the SEC;•changes in earnings estimates or recommendations by securities analysts who track our common stock;•market and industry perception of our success, or lack thereof, in pursuing our growth strategy;•strategic actions by us or our competitors, such as acquisitions or restructurings;•changes in government and environmental regulation, including gaming taxes;•changes in accounting standards, policies, guidance, interpretations or principles;•arrival and departure of key personnel;•changes in our capital structure;•sales of common stock by us or members of our management team;•issuance of common stock in connection with the merger with CAC;•the expiration of contractual lockup agreements; and•changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resultingfrom natural disasters, terrorist attacks, acts of war and responses to such events.In addition, the stock market experiences significant price and volume fluctuations. This volatility has had a significant impact on the market price of securitiesissued by many companies, including companies in the gaming, lodging, hospitality and entertainment industries. The changes frequently appear to occur withoutregard to the operating performance of the affected companies. Hence, the price of our common stock could fluctuate based upon factors that have little or nothingto do with us, and these fluctuations could materially reduce our share price.Because we have not paid dividends since being acquired by the Sponsors in 2008 and do not anticipate paying dividends on our common stock in theforeseeable future, holders of our common stock should not expect to receive dividends on shares of our 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. Thedeclaration of any future dividends by us is within the discretion of our Board and will be dependent on our earnings, financial condition and capital requirements,as well as any other factors deemed relevant by our board of directors.We are a “controlled company” within the meaning of the NASDAQ rules and, as a result, will qualify for, and intend to rely on, exemptions from certaincorporate governance requirements.Hamlet Holdings controls a majority of our voting common stock. As a result, we are a “controlled company” within the meaning of NASDAQ corporategovernance standards. Under the NASDAQ 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 of directors consists of independent directors;25•the requirement that we have a nominating/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/corporate governance and compensation committees.As a result of these exemptions, we do not have a majority of independent directors nor do our nominating/corporate governance and compensation committeesconsist entirely of independent directors and we are not required to have an annual performance evaluation of the nominating/corporate governance andcompensation committees. Accordingly, a holder of our common stock will not have the same protections afforded to stockholders of companies that are subject toall 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 ourstockholders 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, includingtransactions in which you might otherwise receive a premium for your shares. In addition, these provisions may frustrate or prevent any attempts by ourstockholders to replace or remove our current management by making it more difficult for stockholders to replace or remove our directors. These provisionsinclude:•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 numberof directors or otherwise;•authorizing the issuance of “blank check” preferred stock without any need for action by stockholders;•eliminating the ability of stockholders to call special meetings of stockholders;•prohibiting stockholders from acting by written consent if less than 50.1% of our outstanding common stock is controlled by the Sponsors;•prohibiting amendments to the bylaws without the affirmative vote of at least two-thirds of the board of directors or the affirmative vote of at least two-thirds of the total voting power of the outstanding shares entitled to vote;•prohibiting amendments to the certificate of incorporation relating to stockholder meetings, amendments to the bylaws or certificate of incorporation, orthe election or classification of the board of directors without the affirmative vote of two-thirds of the shares entitled to vote on any matter; and•establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted on bystockholders at stockholder meetings.Our issuance of shares of preferred stock could delay or prevent a change of control of us. Our board of directors has the authority to cause us to issue, without anyfurther vote or action by the stockholders, shares of preferred stock, par value $0.01 per share, in one or more series, to designate the number of shares constitutingany series, and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemptionprice or prices and liquidation preferences of such series. The issuance of shares of preferred stock may have the effect of delaying, deferring or preventing achange in control of our company without further action by the stockholders, even where stockholders are offered a premium for their shares.Together, these charter and statutory provisions could make the removal of management more difficult and may discourage transactions that otherwise couldinvolve payment of a premium over prevailing market prices for our common stock. Furthermore, the existence of the foregoing provisions, as well as thesignificant common stock controlled by Hamlet Holdings, could limit the26price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of our company, therebyreducing the likelihood that you could receive a premium for your common stock in an acquisition.PRIVATE SECURITIES LITIGATION REFORM ACTThis Form 10-K contains or may contain “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private SecuritiesLitigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. We have based theseforward-looking statements on our current expectations about future events. Further, statements that include words such as “may,” “will,” “project,” “might,”“expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” “continue,” “present,” “preserve,” or “pursue,” or the negative of these words or otherwords or expressions of similar meaning may identify forward-looking statements. These forward-looking statements are found at various places throughout thereport. These forward-looking statements, including, without limitation, those relating to future actions, new projects, strategies, future performance, the outcomeof contingencies such as legal proceedings, the restructuring of CEOC and future financial results, wherever they occur in this report, are necessarily estimatesreflecting the best judgment of our management and involve a number of risks and uncertainties that could cause actual results to differ materially from thosesuggested by the forward-looking statements. These forward-looking statements should, therefore, be considered in light of various important factors set forthabove and from time to time in our filings with the Securities and Exchange Commission.In addition to the risk factors set forth above, important factors that could cause actual results to differ materially from estimates or projections contained in theforward-looking statements include without limitation:•the outcome of currently pending or threatened litigation and demands for payment by certain creditors and by the National Retirement Fund againstCEC;•the effects of CEOC’s bankruptcy on CEOC and its subsidiaries and affiliates, including Caesars Entertainment, and the interest of various creditors,equity holders and other constituents;•the ability to retain key employees during the restructuring of CEOC;•the event that the First Lien RSAs may not be consummated in accordance with their terms, or persons not party to an First Lien RSA may successfullychallenge the implementation thereof;•the length of time CEOC will operate in the Chapter 11 cases or CEOC’s ability to comply with the milestones provided by the First Lien RSAs;•risks associated with third party motions in the Chapter 11 cases, which may hinder or delay CEOC’s ability to consummate the restructuring ascontemplated by the First Lien RSAs;•adverse effects of the Chapter 11 proceedings and related litigation on Caesars Entertainment’s liquidity or results of operations;•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 financial results of our consolidated businesses;•the impact of our substantial indebtedness and the restrictions in our debt agreements;•access to available and reasonable financing on a timely basis, including the ability of the Company to refinance its indebtedness on acceptable terms;•the ability of our customer tracking, customer loyalty, and yield management programs to continue to increase customer loyalty and same-store or hotelsales;•changes in laws, including increased tax rates, smoking bans, regulations or accounting standards, third-party relations and approvals, and decisions,disciplines and fines of courts, regulators and governmental bodies;•our ability to recoup costs of capital investments through higher revenues;•abnormal gaming holds (“gaming hold” is the amount of money that is retained by the casino from wagers by customers);27•the effects of competition, including locations of competitors, competition for new licenses, and operating and market competition;•the ability to timely and cost-effectively integrate companies that we acquire into our operations;•the potential difficulties in employee retention and recruitment as a result of our substantial indebtedness or any other factor;•construction factors, including delays, increased costs of labor and materials, availability of labor and materials, zoning issues, environmental restrictions,soil and water conditions, weather and other hazards, site access matters, and building permit issues;•litigation outcomes and judicial and governmental body actions, including gaming legislative action, referenda, regulatory disciplinary actions, and finesand taxation;•acts of war or terrorist incidents, severe weather conditions, uprisings or natural disasters, including losses therefrom, losses in revenues and damage toproperty, and the impact of severe weather conditions on our ability to attract customers to certain of our facilities, such as the amount of losses anddisruption to our company as a result of Hurricane Sandy in late October 2012;•the effects of environmental and structural building conditions relating to our properties;•access to insurance on reasonable terms for our assets; and•the impact, if any, of unfunded pension benefits under multi-employer pension plans.You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. Weundertake no obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of thisForm 10-K or to reflect the occurrence of unanticipated events, except as required by law.ITEM 1B.Unresolved Staff CommentsNone.ITEM 2.PropertiesAs of December 31, 2015 , we owned the following casino properties. All amounts are approximations.PropertyLocationCasinoSpace–Sq. Ft. SlotMachines TableGames Hotel Rooms and SuitesBally’s Las VegasLas Vegas, Nev.66,200 1,000 70 2,810The CromwellLas Vegas, Nev.40,000 410 50 190Flamingo Las VegasLas Vegas, Nev.72,300 1,140 120 3,460Harrah’s Atlantic CityAtlantic City, N.J.154,800 2,170 180 2,590Harrah’s Las VegasLas Vegas, Nev.90,600 1,290 90 1,980Harrah’s LaughlinLaughlin, Nev.56,000 930 40 1,510Harrah’s New OrleansNew Orleans, La.125,100 1,720 150 450Horseshoe BaltimoreBaltimore, Md.122,000 2,200 180 —The LINQ Hotel & CasinoLas Vegas, Nev.62,200 780 70 2,250Paris Las VegasLas Vegas, Nev.95,300 1,040 100 2,920Planet Hollywood Resort & CasinoLas Vegas, Nev.64,500 1,090 110 2,500Rio All-Suites Hotel & CasinoLas Vegas, Nev.117,300 1,060 80 2,520On January 15, 2015, CEOC and certain of its U.S. subsidiaries voluntarily filed for reorganization under Chapter 11 of the Bankruptcy Code. Because CEOC isdeemed to be under the control of the United States Bankruptcy Court, the Company deconsolidated this subsidiary effective January 15, 2015 (see Note 3 ).28ITEM 3.Legal ProceedingsWe are subject to a number of Noteholder Disputes related to various transactions that CEOC has completed since 2010, as well as certain other litigation. SeeNote 4 for fu ll details of the matters outlined below.Noteholder Disputes•Litigation commenced by Wilmington Savings Fund Society, FSB on August 4, 2014 (the “Delaware Second Lien Lawsuit”)•Litigation commenced by parties on September 3, 2014 and October 2, 2014 (the “Senior Unsecured Lawsuits”)•Litigation commenced by UMB Bank on November 25, 2014 (the “Delaware First Lien Lawsuit”)•Demands for payment made by Wilmington Savings Fund Society, FSB on February 13, 2015 (the “February 13 Notice”)•Demands for payment made by BOKF, N.A., on February 18, 2015 (the “February 18 Notice”)•Litigation commenced by BOKF, N.A. on March 3, 2015 (the “New York Second Lien Lawsuit”)•Litigation commenced by UMB Bank on June 15, 2015 (the “New York First Lien Lawsuit”)•Litigation commenced by Wilmington Trust, National Association on October 20, 2015 (the “New York Senior Notes Lawsuit”)Other LitigationLitigation commenced by Nicholas Koskie on December 30, 2014 (the “Merger Lawsuit”)Litigation commenced by Hilton on December 24, 2014 (the “Hilton Lawsuit”)Litigation commenced by Trustees of the National Retirement Fund in January 2015 (“NRF Litigation”)ITEM 4.Mine Safety DisclosuresNot applicable.29PART IIITEM 5.Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecuritiesOur common stock trades on the NASDAQ under the ticker symbol “CZR.” The following table sets forth the high and low sales prices for our common stock onthe NASDAQ for each quarter during 2015 and 2014 . 2015 2014 High Low High LowFirst Quarter$16.00 $8.78 $26.74 $18.86Second Quarter12.48 5.95 23.00 17.05Third Quarter10.61 3.30 18.54 11.21Fourth Quarter9.17 5.75 17.39 8.51As of February 15, 2016 , there were 145,143,581 shares of common stock issued and outstanding that were held by 128 stockholders of record.To date, we have not paid a cash dividend. Certain of our borrowings have covenants and requirements restricting or limiting the ability of CEC and its subsidiariesto, among other things, pay dividends on or make distributions in respect of their capital stock or make other restricted payments. See Note 13 for additionalinformation on our covenants and restrictions.There have not been any sales by CEC of equity securities during the years ended December 31, 2015 , 2014 , or 2013 , that have not been registered under theSecurities Act. In addition, CEC did not repurchase shares of its common stock during the three months ended December 31, 2015 .Performance GraphThe graph depicted below compares the cumulative total stockholder return on our common stock with the cumulative total return on the Standard & Poor's 500Stock Index (“S&P 500”) and the Dow Jones U.S. Gambling Total Stock Market Index (“Dow Jones U.S. Gambling”) for the period beginning on February 8,2012 (the date our common stock commenced trading on the NASDAQ Global Select Market) and ending on December 31, 2015 . NASDAQ OMX furnished thedata. The performance graph assumes a $100 investment in our stock and each of the two indices, respectively, on February 8, 2012, and that all dividends werereinvested. Stock price performance, presented for the period from February 8, 2012 to December 31, 2015, is not necessarily indicative of future results.30 As of December 31, 2/8/2012 2012 2013 2014 2015CZR$100.00 $44.96 $139.96 $101.95 $51.27S&P 500 Index100.00 107.85 142.78 162.33 116.41Dow Jones U.S. Gambling100.00 98.69 168.43 139.72 164.57The 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, unlesswe specifically incorporate the performance graph by reference therein.Equity Compensation Plan InformationWe maintain various long-term incentive plans for management, other personnel, and key service providers. The plans allow for granting stock-basedcompensation awards, including time-based and performance-based stock options, restricted stock units, restricted stock awards, stock grants, or a combination ofawards. See Note 16 for a description of our stock-based compensation plans.Equity compensation plans approved by securityholders Number of securities to be issued upon exercise of outstanding options or vesting of restricted stock units Weighted-average exercise price of outstanding options Number of securities remaining available for future issuance under equity compensation plans (2)Stock options (1) 10,638,219 $12.90 5.218592Restricted stock units 6,329,435 N/A N/A____________________(1) The weighted average remaining contractual life for the options set forth in this row is 6.8 years.(2) Under the 2012 Incentive Plan, the type and form of awards that can be granted includes, but is not limited to, stock options, stock appreciation rights, restricted stock awards, andrestricted stock units.31ITEM 6.Selected Financial DataThe following selected financial data should be read in conjunction with the consolidated financial statements and Item 7, “Management’s Discussion and Analysisof Financial Condition and Results of Operations,” of this Form 10-K.(In millions, except per share data)2015 (1) 2014 2013 2012 2011OPERATING DATA Net revenues$4,654 $8,516 $8,220 $8,186 $8,161Impairment of goodwill— 695 104 195 3Impairment of intangible and tangible assets (2)1 299 2,727 430 30Income/(loss) from operations573 (452) (2,026) 134 794Interest expense684 2,670 2,252 2,100 2,121Deconsolidation and restructuring of CEOC and other6,115 (95) 28 162 73Income/(loss) from continuing operations, net of income taxes6,059 (2,674) (2,733) (1,103) (734)Net income/(loss)6,052 (2,866) (2,940) (1,503) (704)Net income/(loss) attributable to Caesars5,920 (2,783) (2,948) (1,508) (725)COMMON STOCK DATA Basic earnings/(loss) per share from: Continuing operations$40.92 $(18.18) $(21.32) $(8.83) $(6.04)Discontinued operations(0.04) (1.35) (1.61) (3.21) 0.24Net income/(loss)$40.88 $(19.53) $(22.93) $(12.04) $(5.80)Diluted earnings/(loss) per share from: Continuing operations$40.30 $(18.18) $(21.32) $(8.83) $(6.04)Discontinued operations(0.04) (1.35) (1.61) (3.21) 0.24Net income/(loss)$40.26 $(19.53) $(22.93) $(12.04) $(5.80) FINANCIAL POSITION DATA Total assets$12,195 $23,328 $24,485 $27,669 $28,101Current portion of long-term debt187 15,779 197 880 40Long-term debt (3)6,777 7,230 20,715 20,305 19,500Noncontrolling interests (1)(4)1,246 255 1,218 80 47Stockholders’ equity/(deficit)987 (4,997) (3,122) (412) 1,007____________________(1) 2015 reflects the deconsolidation of CEOC(see Note 3 ).(2) See Note 8 and Note 9 for information about impairments.(3) See Note 13 for information about debt.(4) The decrease in 2014 was primarily due to the sale and grant of CEOC shares in May 2014, which reduced CEC’s ownership to approximately 89%. The increase in 2013 was primarilydue to the formation of CGP (see Note 2 ).32ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsIn this filing, the name “CEC” refers to the parent holding company, Caesars Entertainment Corporation, exclusive of its consolidated subsidiaries and variableinterest entities, unless otherwise stated or the context otherwise requires. The words “Company,” “Caesars,” “Caesars Entertainment,” “we,” “our,” and “us”refer to Caesars Entertainment Corporation, inclusive of its consolidated subsidiaries and variable interest entities, unless otherwise stated or the contextotherwise requires.We also refer to (i) our Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Statements of Operations and ComprehensiveIncome as our “Statements of Operations,” and (iii) our Consolidated Balance Sheets as our “Balance Sheets.” Note references are to the notes to consolidatedfinancial statements included in Item 8.The following discussion should be read in conjunction with, and is qualified in its entirety by, the audited consolidated financial statements and the notes theretoand other financial information included elsewhere in this Form 10-K.The statements in this discussion regarding our expectations regarding our future performance, liquidity and capital resources, and other non-historical statementsare forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties. Our actual results may differ materially fromthose contained in or implied by any forward-looking statements. See Item 1A, “Risk Factors—PRIVATE SECURITIES LITIGATION REFORM ACT” of thisreport.OverviewAs summarized below, we deconsolidated CEOC from our results following of its bankruptcy filing in January 2015, and therefore, our 2015 results are notcomparable with 2014. However, the reportable segments that remained as part of the consolidated entity subsequent to the deconsolidation of CEOC combined tocontribute a $575 million increase in net revenues and a $706 million increase in income from operations. These improvements were primarily driven by (a) thebenefit of full-year results from the properties that opened in 2014; (b) improved gaming results from our comparable Las Vegas properties; and (c) continuedgrowth in our social and mobiles games segment. In addition, impairments were only $1 million during 2015, after previously recognizing impairments of $994million and $2.8 billion in 2014 and 2013, respectively.In 2016, we expect to begin experiencing inflationary cost increases, including salary and benefits, and will be focused on offsetting these increases throughenhanced productivity efforts. Additionally, we continue to experience elevated expenses across numerous parts of our business due to restructuring efforts as wenavigate CEOC’s bankruptcy process, which may accelerate over time.Our business is operated through CEC, which is primarily a holding company with no independent operations of its own, and our three reportable segments, whichinclude the properties below: (1) CERP (2) CGP Casinos (3) CIE (4)Flamingo Las Vegas Bally’s Las Vegas Social and Mobile GamesHarrah’s Atlantic City The Cromwell Real-Money Online GamingHarrah’s Las Vegas Harrah’s New Orleans World Series of PokerHarrah’s Laughlin Horseshoe Baltimore Paris Las Vegas The LINQ Hotel & Casino Rio All-Suites Hotel & Casino Planet Hollywood Resort & Casino ___________________(1) Caesars Entertainment Operating Company (“CEOC”) remained a reportable segment until its deconsolidation effective January 15, 2015 (see Note 3 ).(2) Caesars Entertainment Resort Properties (“CERP”) also owns with The LINQ promenade and Octavius Tower at Caesars Palace Las Vegas (“Octavius Tower”).(3) Caesars Growth Partners Casino Properties and Developments (“CGP Casinos”) is comprised of all subsidiaries of our consolidated variable interest entity, Caesars Growth Partners,LLC (“CGP”) excluding Caesars Interactive Entertainment (“CIE”).(4) CIE is comprised of the subsidiaries that operate CGP’s social and mobile games business and the World Series of Poker.33Summary of 2015 Events and Key Drivers of Annual PerformanceThe following are the significant events of 2015 and the key drivers of our performance. Accordingly, these key drivers are described here, and the remainder ofthe discussion and analysis of results should be read in conjunction with these explanations.CEOCCEOC Chapter 11 ReorganizationAs described more fully in Note 3 , on January 15, 2015 (the “Petition Date”), CEOC and certain of its United States subsidiaries (the “Debtors”) voluntarily filedfor reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for Northern District ofIllinois in Chicago (the “Bankruptcy Court”) in order to implement a restructuring plan for balance sheet deleveraging. As a result, the results of CEOC and itssubsidiaries are no longer consolidated with Caesars subsequent to the Petition Date, and we recognized a gain of $7.1 billion related to the deconsolidation. AllCaesars Entertainment properties, and those owned by CEOC, are continuing to operate in the ordinary course.As described more fully in Note 1 and summarized below, we made material commitments under CEOC’s plan of reorganization (the “Restructuring”), and we area defendant in litigation, including the Noteholder Disputes, and other noteholder disputes relating to certain CEOC transactions dating back to 2010. Thecircumstances described in Note 1 under “ CEC Liquidity ” raise substantial doubt as to CEC’s ability to continue as a going concern without securing additionalfunding to meet its ongoing obligations and its commitments under the Restructuring. Additionally, in each of the litigation matters disclosed in Note 1 under “Litigation ,” claims have been made or could be made against CEC that, if resolved against us, raise substantial doubt about CEC’s ability to continue as a goingconcern. Under the terms of the Restructuring, all such litigation should be resolved. However, in the event of a material adverse ruling on one or all of thelitigation matters disclosed in Note 1 , it is likely that a CEC reorganization under Chapter 11 of the Bankruptcy Code would be necessary.The Restructuring is subject to approval by the Bankruptcy Court and the receipt of required gaming regulatory approvals. Because more than a majority of thefirst lienholders has approved the First Lien RSAs, we believe it is probable that the contingent obligations will be paid and, therefore, we have recorded the itemsbelow in Deconsolidation and Restructuring of CEOC and Other in the statements of operations:Description (in millions) AmountFixed payments (1) $406Additional consideration (2) 163Upfront payments (3) 63Bank Guaranty Settlement (4) 386Total accrued restructuring and support expenses $1,018____________________(1) $86 million was paid in fourth quarter of 2015(2) For the purposes of determining this amount, the Effective Date (as defined in Note 1 ) is estimated to be in the third quarter of 2016; however this date is outside of our control and ishighly subject to change. (3) $61 million was paid in fourth quarter of 2015(4) The liability is primarily based on the terms of the settlement agreement for creditors that have agreed to the settlement. A portion of the liability was estimated for creditors who have notyet agreed, based on the assumption their settlement will be substantially equivalent to those who have agreed to the settlement.CERPHarrah’s Atlantic City Waterfront Conference CenterIn the third quarter of 2015, CERP completed construction of the Harrah’s Atlantic City Waterfront Conference Center (the “Atlantic City Conference Center”)located adjacent to Harrah’s Atlantic City. The conference center adds 100,000 square feet of meeting space, including two 50,000 square-foot ballrooms that canbe configured 200 different ways to accommodate meetings of all sizes. The conference center generated $4 million in food and beverage revenue primarily duringthe fourth quarter.34CGP CasinosHorseshoe BaltimoreCGP Casinos benefited from a full year of operations from Horseshoe Baltimore, which opened in the third quarter of 2014. Horseshoe Baltimore net revenuesincreased to $310 million in 2015 compared with $108 million in 2014 . The $202 million increase in net revenue was primarily comprised of $189 million incasino revenues and $15 million in food and beverage revenues.The CromwellCGP Casinos benefited from a full-year of operations from The Cromwell in 2015, which opened in the second quarter of 2014, after being closed for renovationssince the first quarter of 2013. The Cromwell opening included the addition of Giada’s and Drai’s Beach Club - Nightclub . The Cromwell net revenues increasedto $86 million in 2015 compared with $58 million in 2014 . The $28 million increase in net revenue was primarily comprised of $14 million in casino revenues,$10 million in food and beverage revenues, and $5 million in rooms revenues.The LINQ Hotel & Casino RenovationsWe continue to view hotel renovations as an attractive and low risk use of available cash. CGP Casinos completed its room renovations project at The LINQ Hotel& Casino (“The LINQ Hotel”) during the first half of 2015. The increased revenue from the newly-renovated rooms contributed to CGP Casinos’ increase in cashADR in 2015. This improvement combined with a 32% increase in the number of rooms nights available in 2015 compared with 2014 drove the $37 millionincrease in rooms revenue attributable to The LINQ Hotel. The higher volume of guests and visitors subsequent to construction also led to increases of $18 millionin casino revenues and $13 million in food and beverage revenues.CIEGrowth in CIE’s Social and Mobile Games BusinessCIE net revenues increased to $766 million in 2015 compared with $587 million in 2014 and $317 million in 2013 . CIE has continued to experience strongorganic growth in social and mobile games due to the focus on increasing the number of users and the conversion of those users into players who purchase CIE’svirtual currency. CIE also realized a full-year benefit in 2015 from the February 2014 acquisition of Pacific Interactive and its first full-year benefit in 2014 of theroll-out of online real-money gaming in Nevada and New Jersey.Other Key Drivers and EventsCost Saving InitiativesIn the fourth quarter of 2014, we began implementing various cost saving initiatives across the company. These initiatives have yielded a reduction in variablemarketing programs, such as REEL REWARDS, discounts, and free play, that are treated as a reduction in revenue. Additionally, we had a reduction in payroll,which resulted in reductions in casino and other direct expenses. We estimate the benefit from these initiatives was approximately $100 million for those entitiesthat remain in the consolidated Caesars entity as of December 31, 2015.Favorable Gaming HoldGaming hold (defined below) was favorable in 2015 compared with 2014 and contributed approximately $28 million to $35 million to net revenues in 2015 ,primarily in Las Vegas. Approximately $15 million to $18 million was related to CERP, and approximately $13 million to $16 million was related to CGP Casinos.Expansion of Resort FeesWe expanded our resort fee program to all properties in our portfolio, which drove most of the increase in rooms revenue in 2015 . Resort fees were originallyinitiated in the first quarter of 2013 primarily for our Las Vegas properties.35ImpairmentsImpairments by segment are summarized below. See Notes 8 and 9 for additional information. Years Ended December 31,(In millions)2015 2014 2013CEOC$— $559 $1,772CERP— 277 1,059CGP Casinos 1 155 —CIE— 3 —Total$1 $994 $2,831Discussion of Operating ResultsAs described above, we deconsolidated CEOC effective January 15, 2015. Because our operating results for 2015 are not comparable with prior periods as a resultof the deconsolidation of CEOC, we have disaggregated our discussion and analysis of results into two components:•CEOC: Section provides discussion and analysis of CEOC, which includes a full year in both 2013 and 2014 and only 15 days in 2015; and•CERP, CGP Casinos and CIE: Sections provide discussion and analysis focusing on the results of operations and key metrics for those entities thatremain in the consolidated Caesars entity as of December 31, 2015.We have then presented an analysis of other factors affecting net income/(loss) and consolidated results of operations by reportable segment for each of the threeyears ended December 31, 2015, both of which include CEOC as a reportable segment.Consolidated Operating Results Years Ended December 31, 2015 2014 (A) (B) (A) vs. (B) CERP, CGPCasinos andCIE (1)CEOC (2)ConsolidatedCaesarsCERP, CGPCasinos andCIE (1)CEOC (2)ConsolidatedCaesars Fav/(Unfav)(Dollars in millions) $ %Casino revenues$2,139 $118 $2,257 $1,899 $3,495 $5,394 $240 12.6%Net revenues4,496 158 4,654 3,921 4,595 8,516 575 14.7%Income/(loss) from operations564 9 573 (142) (310) (452) 706 *Deconsolidation and restructuring ofCEOC and other6,115 — 6,115 142 (237) (95) 5,973 *Income/(loss) from continuingoperations, net of income taxes6,137 (78) 6,059 (333) (2,341) (2,674) 6,470 *Loss from discontinued operations,net of income taxes— (7) (7) (15) (177) (192) 15 100.0%Net income/(loss) attributable toCaesars6,005 (85) 5,920 (429) (2,354) (2,783) 6,434 *Property EBITDA (3)1,272 31 1,303 869 820 1,689 403 46.4%Operating Margin (4)12.5% 5.7% 12.3% (3.6)% (6.7)% (5.3)% — 16.1 pts36 Year Ended December 31, 2013 (C) (B) vs. (C) CERP, CGPCasinos andCIE (1)CEOC (2)ConsolidatedCaesarsFav/(Unfav)(Dollars in millions) $ %Casino revenues $1,792 $3,735 $5,527 $107 6.0 %Net revenues 3,384 4,836 8,220 537 15.9 %Income/(loss) from operations (682) (1,344) (2,026) 540 79.2 %Deconsolidation and restructuring of CEOC and other 191 (163) 28 (49) (25.7)%Loss from continuing operations, net of income taxes (622) (2,111) (2,733) 289 46.5 %Loss from discontinued operations, net of income taxes — (207) (207) (15) (100.0)%Net loss attributable to Caesars (626) (2,322) (2,948) 197 31.5 %Property EBITDA (3) 854 1,023 1,877 15 1.8 %Operating Margin (4) (20.2)% (27.8)% (24.6)% — 16.6 ptsCasino revenues, net revenues, income from operations, and loss from continuing operations, net of income taxes for all periods presented in the table above exclude the results of ourdiscontinued operations disclosed in Note 7 .___________________*Not meaningful(1) Includes CERP, CGP Casinos, and CIE segments and associated parent company and elimination adjustments(2) Includes CEOC segment and associated eliminations of intercompany transactions and other consolidating adjustments(3) See the “Reconciliation of Non-GAAP Financial Measures” section below(4) Calculated as income/(loss) from operations divided by net revenuesCEOC Operating Results (1) Years Ended December 31,(Dollars in millions)2015 2014 2013Casino revenues$118 $3,495 $3,735Net revenues158 4,595 4,836Impairments— 559 1,772Income/(loss) from operations9 (310) (1,344)Interest expense87 2,111 1,936Loss from continuing operations, net of income taxes(78) (2,341) (2,111)Loss from discontinued operations, net of income taxes(7) (177) (207)Net loss attributable to Caesars(85) (2,354) (2,322)Property EBITDA (2)31 820 1,023Operating margin (3)5.7% (6.7)% (27.8)%___________________(1) Includes CEOC segment and associated eliminations of intercompany transactions and other consolidating adjustments(2) See the “Reconciliation of Non-GAAP Financial Measures” section below(3) Calculated as income/(loss) from operations divided by net revenuesYear Ended December 31, 2014 versus 2013Revenue Loss from Operations•Experienced unfavorable gaming hold (defined below) at Caesars PalaceLas Vegas. •Reduction in impairment charges.•Sold controlling interest in Conrad Punta del Este Resort and Casino (the“Conrad”) in Uruguay in 2013. 37Analysis of Key Drivers of Revenue Performance for CERP, CGP Casinos and CIENet Revenues Years Ended December 31, 2015 vs. 2014 2014 vs. 2013 Fav/(Unfav) Fav/(Unfav)(Dollars in millions)2015 2014 2013 $ % $ %Casino$2,139 $1,899 $1,792 $240 12.6% $107 6.0 %Food and beverage815 774 699 41 5.3% 75 10.7 %Rooms860 753 701 107 14.2% 52 7.4 %Interactive entertainment764 585 315 179 30.6% 270 85.7 %Other460 453 377 7 1.5% 76 20.2 %Less: casino promotional allowances(542) (543) (500) 1 0.2% (43) (8.6)%Net revenues$4,496 $3,921 $3,384 $575 14.7% $537 15.9 %Increase/(Decrease) in Net Revenues by CategoryYears Ended December 31, 2013 through December 31, 201538Casino RevenuesCasino revenues was $2.1 billion in 2015 compared with $1.9 billion in 2014 and $1.8 billion in 2013 . Our revenues and operating performance are dependentupon the volume and spend behavior of customers at our resort properties, which affects the price we can charge for our hotel rooms and other amenities, anddirectly impacts our gaming volumes. Gaming hold (“hold”), which represents the amount of money that is retained by the casino from customer wagers, is a keyperformance indicator used in evaluating gaming revenues for our properties. The following are key drivers of year over year performance.Year Ended December 31, 2015 versus 2014 Year Ended December 31, 2014 versus 2013 •Reduction in variable marketing costs resulted in an increase in casinorevenue. •Experienced unfavorable gaming hold in Las Vegas.•Higher volume at The LINQ Hotel due to the completion of construction atthe property in the current year. •Benefitted from opening The Cromwell and Horseshoe Baltimore in thesecond and third quarters of 2014, respectively.•Benefitted from a full year of operations from properties that opened in2014. •Comparable properties in Las Vegas experienced favorable year over yeargaming hold. •CERP properties experienced a 3% decline in slot volumes, primarily inLas Vegas. •New Orleans smoking ban enacted in April 2015 contributed to the 16%decline in slot volume at Harrah’s New Orleans. Food and Beverage RevenuesFood and beverage revenues was $815 million in 2015 compared with $774 million in 2014 and $699 million in 2013 . Our food and beverage revenue is generatedprimarily from our buffets, restaurants, bars, nightclubs, and lounges located throughout our casinos, as well as banquets and room service. The following are keydrivers of year over year performance.Year Ended December 31, 2015 versus 2014 Year Ended December 31, 2014 versus 2013 •Higher volume at The LINQ Hotel due to the completion of construction atthe property in the current year. •New restaurant offerings at The Cromwell, The LINQ Hotel, andHorseshoe Baltimore, including Giada and Guy Fieri’s Vegas Kitchen &Bar .•The Atlantic City Conference Center opening generated additional guestvolume. •Benefitted from a full year of operations for new offerings that opened in2014. Rooms RevenuesRooms revenues was $860 million in 2015 compared with $753 million in 2014 and $701 million in 2013 . Rooms revenue is generated primarily from hotel staysat our casino properties. The following are key drivers of year over year performance.Cash ADRYears Ended December 31, 2013 , 2014 , and 201539Hotel average daily cash rate (“cash ADR”) is a key indicator by which we evaluate the performance of our properties and is determined by room revenue androoms occupied.Year Ended December 31, 2015 versus 2014 Year Ended December 31, 2014 versus 2013 •Completion of The LINQ Hotel room renovation increased both availableand occupied rooms. •Cash ADR improved due to the expansion of the resort fee program in LasVegas and to other Nevada properties, as well as overall market strength.•The Cromwell operated for a full year in 2015. •Cash ADR improved due to renovated rooms at The LINQ Hotel and theexpansion of our resort fee program to all properties in our portfolio. •The Cromwell opened in the second quarter of 2014.•Average occupancy rate for hotels in Las Vegas increased to 93% in 2015from 92% in 2014 despite a 4.3% decline in visitation. Interactive Entertainment RevenuesInteractive entertainment revenues was $764 million in 2015 compared with $585 million in 2014 and $315 million in 2013 . CIE operates an online gamesbusiness providing social games on Facebook and other social media websites and mobile application platforms that utilize virtual currency and certain real moneygaming in Nevada and New Jersey. CIE also owns the World Series of Poker (“WSOP”) tournaments and brand and licenses WSOP trademarks for a variety ofproducts and businesses related to this brand.CIE Key Performance IndicatorsYears Ended December 31, 2013 , 2014 , and 2015 Daily Active Users (“DAU”) and Monthly Unique Payers (“MUP”) are key performance indicators used in evaluating CIE’s interactive entertainment revenue.DAU is a measure of audience engagement and represents the number of individuals who played one of CIE’s games during a particular day on a particularplatform. MUP is a measure of monetization across all of its players through the sale of virtual goods and represents the number of unique individuals whopurchased virtual currency in any of its games on a particular platform in the 30-day period ending with the measurement date.Year Ended December 31, 2015 versus 2014 Year Ended December 31, 2014 versus 2013 •Continued organic revenue growth in social and mobile games. •Organic revenue growth in the social and mobile games business.•Full year of operations related to Pacific Interactive compared with 10months in 2014. •Acquired Pacific Interactive in the first quarter of 2014. •Full year of online real-money gaming in Nevada and New Jersey.40Other RevenuesOther revenues was $460 million in 2015 compared with $453 million in 2014 and $377 million in 2013 . Other revenue primarily includes revenue from third-party real estate leasing arrangements at our casino properties, revenue from company-operated retail stores, and revenue from our entertainment venues and TheHigh Roller observation wheel. The following are key drivers of year over year performance.Year Ended December 31, 2015 versus 2014 Year Ended December 31, 2014 versus 2013 •Benefitted from a full year of retail and entertainment revenues fromproperties that opened in 2014. •2014 third-party and entertainment revenues benefitted from the opening ofThe LINQ promenade and The High Roller, as well as Drai’s Beach Club -Nightclub at The Cromwell.•Completion of The LINQ Hotel room renovation contributed to the increasein retail customer volume. •Increased entertainment revenue at Planet Hollywood Resort & Casino(“Planet Hollywood”) due to a full year of the Britney Spears residency.Analysis of Key Drivers of Income/(Loss) from Operations Performance for CERP, CGP Casinos and CIEIncome from operations was $564 million in 2015 compared with losses from operations of $142 million in 2014 and $682 million in 2013 . After net revenues, thekey drivers of income/(loss) from operations are primarily casino expense; property, administrative, general and other; impairments; and depreciation andamortization.Income/(Loss) from Operations Years Ended December 31, 2015 vs. 2014 2014 vs. 2013 Fav/(Unfav) Fav/(Unfav)(Dollars in millions)2015 2014 2013 $ % $ %Net revenues$4,496 $3,921 $3,384 $575 14.7 % $537 15.9 % Operating expenses Casino expense1,122 1,071 914 (51) (4.8)% (157) (17.2)%Platform fees212 166 94 (46) (27.7)% (72) (76.6)%Property, general, administrative, and other (“PGA& O”)1,278 1,219 1,001 (59) (4.8)% (218) (21.8)%Depreciation and amortization390 343 317 (47) (13.7)% (26) (8.2)%Impairments1 435 1,059 434 99.8 % 624 58.9 %Corporate expense169 95 63 (74) (77.9)% (32) (50.8)%Other operating costs148 139 97 (9) (6.5)% (42) (43.3)%All other operating expenses612 595 521 (17) (2.9)% (74) (14.2)%Total operating expenses3,932 4,063 4,066 131 3.2 % 3 0.1 %Income/(loss) from operations$564 $(142) $(682) $706 * $540 79.2 %____________________*Not meaningful41Increase/(Decrease) in Income/(Loss) from OperationsYears Ended December 31, 2013 through December 31, 2015Year Ended December 31, 2015 versus 2014 Year Ended December 31, 2014 versus 2013 •Renovations at The LINQ Hotel completed in 2015 and full year ofoperations for The Cromwell and Horseshoe Baltimore. •Increased net revenues due to the openings of The Cromwell, HorseshoeBaltimore, The LINQ promenade and The High Roller in 2014.•The Atlantic City Conference Center opened in the third quarter. •Decline in depreciation and amortization is due to impairment chargesrecorded in 2013.•Reduction in impairment charges. •Reduction in impairment charges, primarily at CERP.•Property openings increased casino expense and PGA & O. •Property openings increased casino expense and PGA & O.•Continued increase in CIE’s social and mobile games revenues waspartially offset by the related increase in platform fees. •Increase CIE’s social and mobile games revenues was partially offset byrelated increase in platform fees.•Corporate expense increased due to share-based compensation expense,expenses related to the CEOC bankruptcy proceedings, and litigation costs. •Share-based compensation programs increased corporate expenses andproperty, general, administrative, and other expenses•Increase in depreciation and amortization related to new and renovatedproperties. •Increased corporate expenses in 2014 due to professional fees associatedwith:○ volume of corporate transactions and initiatives○ having multiple SEC registrants○ registration efforts of CERP and CGPH•Casino expense benefitted from cost savings initiatives. 42Other Factors Affecting Net Income/(Loss) (including CEOC) 2015 vs. 2014 2014 vs. 2013 Years Ended December 31, Fav/(Unfav) Fav/(Unfav)(Dollars in millions)2015 2014 2013 $ % $ %Interest expense$684 $2,670 $2,252 $1,986 74.4 % $(418) (18.6)%Deconsolidation and restructuring of CEOC and other6,115 (95) 28 6,210 * (123) *Income tax benefit55 543 1,517 (488) (89.9)% (974) (64.2)%Loss from discontinued operations, net of incometaxes(7) (192) (207) 185 96.4 % 15 7.2 %____________________* Not meaningfulInterest expense is primarily attributable to the outstanding debt described in Note 13 . Interest expense decreased $2.0 billion in 2015 compared with 2014 ,primarily due to the deconsolidation of CEOC. Excluding the effect of the CEOC deconsolidation, interest expense increased $38 million , which is primarily dueto:•a $26 million increase in interest associated with the CGPH Term Loan and CGPH Notes, which provided funding for the four properties CGP acquiredfrom CEOC in May 2014, and the Horseshoe Baltimore Credit and FF&E Facilities after Horseshoe Baltimore construction was completed in the secondquarter of 2014;•a $3 million increase in CERP interest due to increased utilization of its revolving credit facility during 2015 and because of the additional interestassessed on the CERP Notes prior to the consummation of the Exchange Offer in the first quarter of 2015, as described in Note 13 ;•a $27 million reduction in capitalized interest due to CERP completing The LINQ promenade in the first quarter of 2014 and CGP completing TheCromwell in the second quarter of 2014 and Horseshoe Baltimore in the third quarter; and•a partially offsetting $6 million increase in capitalized interest associated with CERP’s construction of the Atlantic City Conference Center, which wascompleted during the third quarter of 2015, and CGP’s renovations of The LINQ Hotel; and•a partially offsetting $15 million reduction related to the Planet Hollywood debt that was repaid in the second quarter of 2014 with proceeds from theCGPH Term Loan.The $418 million increase in interest expense in 2014 compared with 2013 was primarily comprised of:•a $130 million increase due to higher interest rates as a result the CERP Financing completed in October 2013 (see Note 13 );•a $135 million increase associated with the CGPH Term Loan, which provided funding for the CEOC-CGP Property Transaction (see Note 13 ); and•an $80 million increase due to the Incremental Term Loans obtained by CEOC and the associated refinancing fees (see Note 13 ).Deconsolidation and Restructuring of CEOC and OtherAs described in Note 3 , effective January 15, 2015, we deconsolidated CEOC and recognized a gain of $7.1 billion . As described in Note 1 , we accrued $1.0billion of expenses associated with the CEOC restructuring.As described more fully in Note 13 , we recognized losses on extinguishment of debt of $96 million in 2014 and $30 million in 2013 related to various refinancingtransactions and debt repurchases.In 2013, CEOC recognized a gain of $44 million from the sale of the Conrad.Income TaxesThe effective tax rate for 2015 was negative 0.9% , and for 2014 and 2013 it was 16.9% and 35.7% , respectively. See Note 18 for a detailed discussion of incometaxes and the effective tax rate.43Loss from Discontinued Operations, Net of Income TaxesDiscontinued operations primarily includes properties owned by CEOC, which was deconsolidated effective January 15, 2015. See Note 7 for additionalinformation.Summary of Results of Operations by Reportable SegmentThese tables summarize our results of operations by each reportable segment, including the results of CEOC until it was deconsolidated January 15, 2015. See thedetailed discussion of operating results above on disaggregated basis between (1) the entities that continue to be consolidated subsequent to CEOC’sdeconsolidation and (2) CEOC.Segment results are presented consistent with the way Caesars management assesses the results subsequent to the deconsolidation of CEOC, which is aconsolidated view that adjusts for the impact of certain transactions between reportable segments within Caesars for all periods presented. Therefore, the results ofcertain reportable segments presented in this filing differ from the financial statement information presented in their separate filings.“Other” includes parent, consolidating, and other adjustments to reconcile to consolidated results.Net Revenues Years Ended December 31, 2015 vs. 2014 2014 vs. 2013 Fav/(Unfav) Fav/(Unfav)(Dollars in millions)2015 2014 2013 $ % $ %CEOC$164 $4,812 $4,985 * * $(173) (3.5)%CERP2,154 2,065 1,979 89 4.3% 86 4.3 %CGP Casinos 1,579 1,281 1,040 298 23.3% 241 23.2 %CIE766 587 317 179 30.5% 270 85.2 %Other (1)(9) (229) (101) 220 96.1% (128) (126.7)%Total$4,654 $8,516 $8,220 * * $296 3.6 %____________________(1) Activity primarily consisted of the elimination of revenue recognized by CEOC for management and shared services until CEOC was deconsolidated.Income/(Loss) from Operations Years Ended December 31, 2015 vs. 2014 2014 vs. 2013 Fav/(Unfav) Fav/(Unfav)(Dollars in millions)2015 2014 2013 $ % $ %CEOC$9 $(323) $(1,344) * * $1,021 76.0 %CERP 411 (32) (804) 443 * 772 96.0 %CGP Casinos 291 (139) (3) 430 * (136) *CIE189 21 (9) 168 * 30 *Other (1)(327) 21 134 (348) * (113) (84.3)%Total$573 $(452) $(2,026) * * $1,574 77.7 %____________________* Not meaningful(1) Activity in “Other” primarily consists of the elimination of inter-segment revenue related to CEOC’s management of CERP and CGP’s casino properties (see Note 19 ) offset byfluctuations in the fair value of CGP’s contingently issuable non-voting membership units (see Note 2 ). In addition, during 2015, CEC (the parent holding company) incurred expensesrelated to CEOC’s bankruptcy activity and the First Lien RSAs and incurred other legal expenses related to ongoing litigation (see Note 1 ).44Interest Expense 2015 vs. 2014 2014 vs. 2013 Years Ended December 31, Fav/(Unfav) Fav/(Unfav)(Dollars in millions)2015 2014 2013 $ % $ %CEOC$87 $2,184 $2,069 * * $(115) (5.6)%CERP 399 389 246 (10) (2.6)% (143) (58.1)%CGP Casinos 194 164 60 (30) (18.3)% (104) (173.3)%CIE5 6 3 1 16.7 % (3) (100.0)%Other (1)(1) (73) (126) (72) 98.6 % (53) 42.1 %Total$684 $2,670 $2,252 * * $(418) (18.6)%____________________(1) Activity primarily consisted of the elimination of intercompany interest paid by CEOC for debt instruments held by CGP.Liquidity and Capital ResourcesLiquidity Discussion and AnalysisAs described above, CEOC filed for reorganization under Chapter 11 of the Bankruptcy Code, and we deconsolidated CEOC effective January 15, 2015. As such,all amounts presented in the following analysis exclude the amounts related to CEOC as of December 31, 2015 , or for periods subsequent to the deconsolidation ofCEOC.We do not believe that the event of default by CEOC resulting from its bankruptcy filing will directly affect the liquidity of CEC and its consolidated operatingsubsidiaries as of December 31, 2015 , due to the absence of cross-default provisions in the indebtedness issued by other CEC subsidiaries and a 2014 modificationof a parent guarantee (as discussed in Note 1 ). However, as stated above, there is substantial doubt as to CEC’s ability to continue as a going concern due to thematerial uncertainty related to litigation, and because we estimate that CEC will require additional sources of funding to meet its ongoing obligations when theycome due as well as in order to meet is commitments under CEOC’s plan of reorganization. See Note 1 for a full description.We are a highly-leveraged company and had $7.1 billion in face value of debt outstanding as of December 31, 2015 . As a result, a significant portion of ourliquidity needs are for debt service, including significant interest payments. As detailed in the table below, our estimated debt service (including principal andinterest) is $767 million for 2016 and $9.5 billion thereafter to maturity. See Note 13 for details of our debt outstanding and related restrictive covenants. Thisincludes, among other information, a table presenting details of our individual borrowings outstanding as of December 31, 2015 and 2014, and each subsidiary’sannual maturities of long-term debt as of December 31, 2015 .CEC is primarily a holding company with no independent operations, employees, or debt issuances of its own. It has ownership interests in CEOC, CERP andCGP. CEC has no requirement to fund the operations of CEOC, CERP, CGP, or their subsidiaries. CEC cash outflows are primarily used for corporatedevelopment opportunities, other corporate-level activity, litigation, and restructuring expenses associated with CEOC’s bankruptcy. CEC does not receive anyfinancial benefit from CEOC during the bankruptcy, as all earnings and cash flows are retained by CEOC. In addition, because CEC has no operations of its ownand due to the restrictions under its subsidiaries’ lending arrangements, CEC has limited ability to raise additional capital.Consolidated cash and cash equivalents as of December 31, 2015 as shown in the table below, includes amounts held by CERP, CGP, and CES, which are notreadily available to CEC. “Other” reflects CEC and its various non-operating subsidiaries.Summary of Cash and Revolver Capacity December 31, 2015(In millions)CERP CES CGP (1) OtherCash and cash equivalents$150 $158 $902 $128Revolver capacity270 — 160 —Revolver capacity drawn or committed to letters of credit(80) — (45) —Total$340 $158 $1,017 $128____________________(1) CGP’s cash and cash equivalents includes $99 million held by foreign subsidiaries.45Annual Estimated Debt Service Requirements Years ended December 31,(In millions)2016 2017 2018 2019 2020 Thereafter TotalCERP$507 $417 $425 $425 $3,750 $1,280 $6,804CGP260 211 215 391 470 1,935 3,482Total principal and interest$767 $628 $640 $816 $4,220 $3,215 $10,286We generated consolidated operating cash inflows of $120 million for the year ended December 31, 2015 , including operating cash inflows of $332 million and$275 million from CERP and CGP, respectively, partially offset by negative operating cash flows of $220 million from CEOC before deconsolidation on January15, 2015.CERP and CGP’s sources of liquidity are independent of one another and primarily include currently available cash and cash equivalents, cash flows generatedfrom their operations, and borrowings under their separate revolving credit facilities (see Note 13 ). Operating cash inflows are typically used for operatingexpenses, debt service costs, and working capital needs. CERP and CGP are highly leveraged, and a significant portion of their liquidity needs are for debt service,as summarized above.As of December 31, 2015 , CERP and CGP had $4.7 billion and $2.4 billion , respectively, of face value of debt outstanding, including capital lease obligations. In2015 , CERP’s cash paid for interest was $396 million and CGP’s was $191 million .CERP and CGP’s ability to fund operations, pay debt obligations, and fund planned capital expenditures depends, in part, upon economic and other factors that arebeyond their control, and disruptions in capital markets and restrictive covenants related to their existing debt could impact their ability to fund liquidity needs, payindebtedness, and secure additional funds through financing activities.We believe that CERP and CGP’s cash and cash equivalents, their cash flows from operations, and/or financing available under their separate revolving creditfacilities will be sufficient to meet their normal operating requirements, to fund planned capital expenditures, and to fund debt service during the next 12 monthsand the foreseeable future.The foregoing liquidity discussions are forward-looking statements based on assumptions as of the date of this filing that may or may not prove to be correct.Actual results may differ materially from CEC’s present expectations. Factors that may cause actual results to differ materially from present expectations include,without limitation, the results of ongoing bankruptcy proceedings of CEOC and the positive or negative changes in the operational and other matters assumed inpreparing the CEC forecasts.Capital Spending and DevelopmentWe incur capital expenditures in the normal course of business, and we perform ongoing refurbishment and maintenance at our existing casino entertainmentfacilities to maintain our quality standards. We also continue to pursue development and acquisition opportunities for additional casino entertainment and otherhospitality facilities, and online businesses that meet our strategic and return on investment criteria. Cash used for capital expenditures in the normal course ofbusiness is typically made available from cash flows generated by our operating activities and established debt programs, while cash used for development projectsis typically funded from established debt programs, specific project financing, and additional debt offerings.Summary of Consolidated Capital Expenditures Years Ended December 31, Increase/(Decrease)(In millions)2015 2014 20132015 vs 2014 2014 vs 2013Development$96 $360 $322 $(264) $38Renovation/refurbishment216 580 323 (364) 257Other38 58 81 (20) (23)Total capital expenditures$350 $998 $726 $(648) $272 Included in capital expenditures: Capitalized payroll costs$5 $11 $8 Capitalized interest12 45 38 46Summary of Capital Expenditures by Entity Years Ended December 31,(In millions)2015 2014 2013CEOC$4 $249 $239CERP129 179 257CGP179 565 230CES38 5 —Total$350 $998 $726For the year ended December 31, 2015 , capital expenditures were primarily related to The LINQ Hotel renovation and the Atlantic City Conference Center.Capital expenditures decreased in 2015 compared with 2014 , primarily due to development expenditures in 2014 associated with the Horseshoe Baltimoredevelopment and renovations for The Cromwell, combined with the decline due to the deconsolidation of CEOC effective January 15, 2015. In 2014 , capitalexpenditures increased compared with 2013 primarily due to development expenditures associated with The LINQ Hotel renovation and the other projectsdiscussed above.Projected Capital Expenditures for 2016(In millions)Low HighCERP$150 $165CGP105 120CES50 65Total$305 $350Estimated capital expenditures include funds for $130 million of hotel remodel projects at Harrah’s Las Vegas, Paris Las Vegas, and Planet Hollywood, funds forhospitality and maintenance projects, and funds for IT, marketing, analytics, accounting, payroll, and other projects that benefit the operating structures. We expectto fund these capital expenditures from cash flows generated by our operating activities. CES capital expenditures will be funded by its Members.Our planned development projects, if they proceed, will require, individually and in the aggregate, significant capital commitments and, if completed, may result insignificant additional revenues. The commitment of capital, the timing of completion, and the commencement of operations of development projects are contingentupon, among other things, negotiation of final agreements and receipt of approvals from the appropriate political and regulatory bodies. We must also comply withcovenants and restrictions set forth in our debt agreements.There are various risks and uncertainties and the expected capital expenditures set forth above may change for various reasons, including our financialperformance, market conditions and the CEOC bankruptcy process.Cash Flow ActivityCash Flows from Operating ActivitiesCash flows provided by operating activities was $120 million in 2015 compared with $735 million used in operating activities in 2014 . The increase in cash flowwas primarily due to an improvement in property operating cash flows from the operating results factors described previously for CERP, CGP Casinos, and CIE,combined with a decline in cash paid for interest due to the deconsolidation of CEOC effective January 15, 2015. However, these improvements were offset bycash outflows of $220 million from CEOC during the 15-day period in 2015 preceding its deconsolidation.Cash flows used in operating activities was $735 million in 2014 compared with $99 million in 2013 . The decline was primarily due to the decline in propertyEBITDA, the increase in cash paid for interest, and the increase in corporate expenses.Cash Flows from Investing ActivitiesCash flows used in investing activities was $1.3 billion in 2015 compared with $689 million in 2014 . The increase in cash flows used was primarily due to (i) the2015 deconsolidation of CEOC’s ending cash balance of $958 million as of January 15, 2015; (ii) a net decrease in restricted cash that was $261 million lower in2015 compared with 2014 primarily related to the release of cash in 2014 that was restricted for use in the construction of Horseshoe Baltimore and for thepayment of interest on the Cromwell Credit Facility; and (iii) a decrease of $648 million in acquisitions of property and equipment in 2015 compared with 2014.The47majority of the remaining gross restricted cash activity in 2014 was related to debt proceeds that were deposited in and released from escrow as part of thefinancing activities described below.Cash flows used in investing activities was $689 million in 2014 compared with cash flows provided by investing activities of $65 million in 2013 . The increase incash flows used was primarily due to an increase in acquisitions of property and equipment in 2014 compared with 2013 due to the capital development projectsdescribed above in “Capital Spending and Development,” which was partially offset by the decrease in restricted cash primarily due to the release of restrictions oncash reserved for these projects.Cash Flows from Financing ActivitiesCash flows used in financing activities was $248 million in 2015 compared with $1.5 billion provided by financing in 2014 . The decrease was primarily due tolower borrowings on the revolving credit facilities in 2015.Cash flows provided by financing activities was $1.5 billion in 2014 compared with $651 million in 2013 . The increase was primarily due to lower repayments oflong-term debt and revolving credit facilities in 2014 compared with 2013, and was partially offset by a decrease in proceeds from long-term debt and revolvingcredit facilities. In addition, 2013 cash flows included $1.2 billion in proceeds from the sale of subsidiary interest as a result of CAC’s purchase of 100% of thevoting interest in CGP (see Note 2 ).Summary of Debt and Revolving Credit Facility Cash Flows from Financing ActivitiesDecember 31, 2015 December 31, 2014(In millions)Proceeds Repayments Proceeds RepaymentsCERP Term Loan$— $(25) $— $(25)CERP Senior Secured Revolving Credit Facility230 (330) 295 (115)CGPH Senior Secured Term Loan— (12) 1,141 —CGPH Senior Secured Revolving Credit Facility80 (35) — —CGPH First Closing Term Loan— — 693 (700)CGPH Notes— — 660 —Horseshoe Baltimore Credit Facility— — 76 —Horseshoe Baltimore FF&E Facility— (3) 30 —Cromwell Credit Facility— (10) — —Planet Hollywood Loan Agreement— — — (495)CEOC Incremental Term Loans— — 1,528 (1,275)Other Debt Activity— (25) 13 (189)Capital Lease Payments— (10) — (34)Total$310 $(450) $4,436 $(2,833)Related-Party TransactionsWe participate with our subsidiaries including CEOC in marketing, purchasing, insurance, employee benefit, and other programs that are defined, negotiated andmanaged by CES. The Company believes that participating in these consolidated programs is beneficial in comparison to the cost and terms for similar programsthat it could negotiate on a standalone basis. For a more complete description of the nature and extent of these transactions, see Note 19 .Reconciliation of Non-GAAP Financial MeasuresProperty earnings before interest, taxes, depreciation and amortization (“EBITDA”) is presented as a supplemental measure of the Company’s performance.Property EBITDA is defined as revenues less property operating expenses and is comprised of net income/(loss) before (i) interest expense, net of interestcapitalized and interest income, (ii) income tax (benefit)/provision, (iii) depreciation and amortization, (iv) corporate expenses, and (v) certain items that theCompany does not consider indicative of its ongoing operating performance at an operating property level. In evaluating Property EBITDA you should be awarethat, in the future, the Company may incur expenses that are the same or similar to some of the adjustments in this presentation. The presentation of PropertyEBITDA should not be construed as an inference that future results will be unaffected by unusual or unexpected items.48Property EBITDA is a non-GAAP financial measure commonly used in our industry and should not be construed as an alternative to net income/(loss) as anindicator of operating performance or as an alternative to cash flow provided by operating activities as a measure of liquidity (as determined in accordance withaccounting principles generally accepted in the United States (“GAAP”)) . Property EBITDA may not be comparable to similarly titled measures reported by othercompanies within the industry. Property EBITDA is included because management uses Property EBITDA to measure performance and allocate resources, andbelieves that Property EBITDA provides investors with additional information consistent with that used by management.Reconciliation of Property EBITDA Years Ended December 31,(In millions)2015 2014 2013Income/(loss) from operations$573 $(452) $(2,026)Depreciation and amortization401 636 701Impairment of goodwill— 695 104Impairment of tangible and other intangible assets1 299 2,727Corporate expense176 282 161Other operating costs152 236 203EBITDA attributable to discontinued operations— (7) 7Property EBITDA$1,303 $1,689 $1,877Segment Property EBITDA Years Ended December 31, 2015 - 2014 Change 2014 - 2013 Change Increase/(Decrease) Increase/(Decrease)(Dollars in millions)2015 2014 2013 $ % $ %CERP$672 $520 $530 $152 29.2 % $(10) (1.9)%CGP Casinos376 265 248 111 41.9 % 17 6.9 %CIE219 84 62 135 160.7 % 22 35.5 %Other5 4 (26) 1 25.0 % 30 115.4 %Total CERP, CGP Casinos, and CIE1,272 873 814 399 45.7 % 59 7.2 %CEOC31 816 1,063 (785) (96.2)% (247) (23.2)%Total Consolidated Caesars$1,303 $1,689 $1,877 (386) (22.9)% (188) (10.0)%Critical Accounting Policies and EstimatesWe prepare our financial statements in conformity with GAAP. In preparing our financial statements, we have made our best estimates and judgments of theamounts and disclosures included in the financial statements, giving regard to materiality. 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 under specific circumstances. Application of these accountingprinciples requires us to make estimates about the future resolution of existing uncertainties. Certain of our accounting policies, including the estimated livesassigned to our assets, the determination of bad debt, asset impairments, self-insurance reserves, the purchase price allocations made in connection with ouracquisitions/mergers, the calculation of our income tax liabilities, and the determination of whether to consolidate a variable interest entity require that we applysignificant judgment in defining the appropriate assumptions for calculating financial estimates.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 ofoperations.By their nature, these judgments and estimates are subject to an inherent degree of uncertainty. Our judgments and estimates are based on our historical experience,terms of existing contracts, observance of trends in the industry, information gathered from customer behavior, and information available from other outsidesources, as appropriate. Due to the inherent uncertainty involving judgments and estimates, actual results may differ from those estimates.49The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include anyadjustments that might result from the outcome of any uncertainties related to our going concern assessment. As described in Notes 1 and 4 , we are a defendant inlitigation and other Noteholder Disputes relating to certain CEOC related transactions dating back to 2010. These matters raise substantial doubt about CEC’sability to continue as a going concern. Management's plans concerning these matters are also discussed in those same Notes.Long-Lived AssetsWe have significant capital invested in our long-lived assets, and judgments are made in determining the estimated useful lives of assets, salvage values to beassigned to assets, and if or when an asset has been impaired. The accuracy of these estimates affects the amount of depreciation and amortization expenserecognized in our financial results and whether we have a gain or loss on the disposal of an asset. We assign lives to our assets based on our standard policy, whichis established by management as representative of the useful life of each category of asset. We review the carrying value of our long-lived assets whenever eventsand circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use andeventual disposition. The factors considered by management in performing this assessment include current operating results, trends and prospects, as well as theeffect of obsolescence, demand, competition, and other economic, legal, and regulatory factors. In estimating expected future cash flows for determining whetheran asset is impaired, assets are grouped at the lowest level of identifiable cash flows, which, for most of our assets, is the individual property. See Note 8 foradditional information.Goodwill and Other Non-Amortizing Intangible AssetsThe evaluation of goodwill and other non-amortizing intangible assets requires the use of estimates about future revenues and EBITDA, valuation multiples, anddiscount rates to determine their estimated fair value. Our future revenues and EBITDA assumptions are determined based upon actual results giving effect toexpected changes in operating results in future years. Our valuation multiples and discount rates are based upon market participant assumptions using a definedgaming peer group. Changes in these assumptions can materially affect these estimates. Thus, to the extent the gaming volumes deteriorate further in the nearfuture, discount rates increase significantly, or we do not meet our projected performance, we could recognize impairments, and such impairments could bematerial. 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 arecent impairment analysis, and for our Las Vegas properties, which comprise a significant portion of our remaining goodwill balance.As of December 31, 2015 , we had approximately $1.7 billion in goodwill and $148 million of other non-amortizing intangible assets. As of December 31, 2015 ,all reporting units with goodwill and/or other non-amortizing intangible assets have estimated fair values that exceed their carrying values. See Note 9 foradditional information.Allowance for Doubtful Accounts - GamingWe reserve an estimated amount for gaming receivables that may not be collected to reduce the Company’s receivables to their net carrying amount.Methodologies for estimating the allowance for doubtful accounts range from specific reserves to various percentages applied to aged receivables. Historicalcollection rates are considered, as are customer relationships, in determining specific reserves. As with many estimates, management must make judgments aboutpotential actions by third parties in establishing and evaluating our reserves for allowance for doubtful accounts. As of December 31, 2015 , a 5% increase ordecrease to the allowance determined based on a percentage of aged receivables would change the reserve by approximately $4 million .Self-Insurance AccrualsPrior to the deconsolidation of CEOC, we were self-insured for employee medical coverage (health, dental and vision). We now prepay CEOC for estimatedemployee medical insurance claims with residual differences between estimated and actual claims being reported in due to/from affiliates. We continue to be self-insured for workers’ compensation and other risk products through our captive insurance subsidiaries and provide insurance coverage to CEOC. We receiveinsurance premiums from CEOC on an installment basis, which are intended to cover claims processed on CEOC’s behalf.Our insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of actuarial estimates of incurred but notreported claims. In estimating these reserves, historical loss experience and judgments about the expected levels of costs per claim are considered. We also utilizeconsultants to assist in the determination of certain estimated accruals. These claims are accounted for based on actuarial estimates of the undiscounted claims,including those claims incurred but not yet reported. We believe the use of actuarial methods to account for these liabilities provides a consistent and effective wayto measure these highly judgmental accruals; however, changes in health care costs, accident frequency and severity, and50other factors can materially affect the estimates for these liabilities. We regularly monitor the potential for changes in estimates, evaluate our insurance accruals,and adjust our recorded provisions.Income TaxesWe are subject to income taxes in the United States (including federal and state) and numerous foreign jurisdictions in which we operate. We record income taxesunder the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the expected future tax consequences of temporarydifferences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and as attributable to operating lossand 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 likelythan 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 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 theenactment date. We have provided a valuation allowance on certain foreign and state net operating losses (“NOLs”), and other federal, state, and foreign deferredtax assets. NOLs and other federal, state, and foreign deferred tax assets were not deemed realizable based upon near term estimates of future taxable income.We report unrecognized tax benefits within accrued expenses and deferred credits and other in our balance sheets, separate from any related income tax payable,which is also reported within accrued expenses, or deferred income taxes. Reserve amounts relate to any potential income tax liabilities resulting from uncertaintax positions, as well as potential interest or penalties associated with those liabilities.We file income tax returns, including returns for our subsidiaries, with federal, state, and foreign jurisdictions. We are under regular and recurring audit by theInternal Revenue Service and various state taxing authorities on open tax positions, and in general, it is possible that the amount of the liability for unrecognizedtax benefits could change during the next 12 months.ConsolidationWe consolidate all subsidiaries in which we have a controlling financial interest and variable interest entities (“VIEs”) for which we or one of our consolidatedsubsidiaries is the primary beneficiary. Control generally equates to ownership percentage, whereby (1) affiliates that are more than 50% owned are consolidated;(2) investments in affiliates of 50% or less but greater than 20% are generally accounted for using the equity method where we are have determined that we havesignificant influence over the entities; and (3) investments in affiliates of 20% or less are generally accounted for using the cost method.We consolidate a VIE when we have both the power to direct the activities that most significantly impact the results of the VIE and the right to receive benefits orthe obligation to absorb losses of the entity that could be potentially significant to the VIE. For VIEs that are under common control with affiliates, in lieu of anassessment of the power to direct the activities that most significantly impact the results of the VIE, we may be required to assess a number of other factors todetermine the consolidating entity, including the following: (i) the closeness of the association that the VIE has with the businesses of the affiliated entities, (ii) theentity from which the VIE obtained its assets; (iii) the nature of ongoing management and other agreements; and (iv) the obligation to absorb losses and the right toreceive residual returns that could potentially be significant to the VIE.Along with the VIEs that are consolidated in accordance with the above guidelines, we also hold variable interests in other VIEs that are not consolidated becausewe are not the primary beneficiary. Despite a majority financial interest, we may only possess non-substantive voting rights that do not confer upon us the ability tocontrol key activities of the entity, such as determining operating budgets, payment of obligations, management of assets, and/or other activities necessary for theordinary course of business.We continually monitor both consolidated and unconsolidated VIEs to determine if any events have occurred that could cause the primary beneficiary to change. Achange in determination could have a material impact on our financial statements, see Note 2 .Recently Issued and Proposed Accounting StandardsSee Note 6 for discussions of the adoption and potential impact of recently issued accounting standards.51Contractual Obligations and CommitmentsThe table below summarizes Caesars Entertainment’s contractual obligations and other commitments through their respective maturity or ending dates as ofDecember 31, 2015 . Payments due by Period (1)(In millions)Total Less than1 year 1-3years 4-5years After5 yearsDebt, face value$7,088 $181 $96 $3,876 $2,935Capital lease obligations8 6 2 — —Estimated interest payments (2)3,190 580 1,170 1,160 280Operating lease obligations755 38 79 80 558Purchase order obligations302 235 60 7 —Community reinvestment60 11 12 12 25Construction commitments89 89 — — —Entertainment obligations (3)3 1 1 1 —Other contractual obligations (4)68 27 39 2 —Total contractual obligations$11,563 $1,168 $1,459 $5,138 $3,798____________________(1) In addition to the contractual obligations disclosed in this table, we have unrecognized tax benefits for which, based on uncertainties associated with the items, we are unable to makereasonably reliable estimates of the period of potential cash settlements, if any, with taxing authorities.(2) Estimated interest for variable-rate debt included in this table is based on the 1-month and 3-month LIBOR curve available as of December 31, 2015 . Estimated interest includes interestrelated to capital leases.(3) Entertainment obligations represent obligations to pay performers that have contracts for future performances. This amount does not include estimated obligations for future performanceswhere payment is only guaranteed when the performances occur and/or is based on factors contingent upon the profitability of the performances.(4) Primarily includes licensing, management, and other fees.52ITEM 7A.Quantitative and Qualitative Disclosure About Market RiskMarket risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodityprices. Our primary exposure to market risk is interest rate risk associated with our debt. As of December 31, 2015 , the face value of long term debt was $7.1billion , including $4.2 billion of variable-rate obligations. Assuming a constant outstanding balance for our variable-rate long term debt a hypothetical 1%decrease in interest rates would not have a material impact on interest expense, while a hypothetical 1% increase in interest rates would increase interest expenseapproximately $21 million .Historically, we have attempted to limit our exposure to interest rate risk by using interest rate caps to mitigate interest rate risk associated with our variable ratedebt instruments, but we did not have any active swaps or caps as of December 31, 2015 . We did not purchase or hold any derivative financial instruments fortrading purposes. While we may enter into agreements limiting our exposure to higher interest rates, any such agreements may not offer complete protection fromthis risk.53ITEM 8 .Financial Statements and Supplementary DataREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Stockholders ofCaesars Entertainment Corporation:We have audited the accompanying consolidated balance sheets of Caesars Entertainment Corporation and subsidiaries (the “Company”) as of December 31, 2015and 2014, and the related consolidated statements of operations and comprehensive income/(loss), stockholders' equity/(deficit) and cash flows for each of the threeyears in the period ended December 31, 2015. Our audits also included the consolidated financial statement schedules included in Item 15. These financialstatements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on the financialstatements and financial statement schedules 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 weplan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining,on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basisfor our opinion.In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Caesars Entertainment Corporation andsubsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31,2015, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, whenconsidered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.As discussed in Note 3 to the consolidated financial statements, on January 15, 2015, the Company’s majority owned subsidiary, Caesars Entertainment OperatingCompany, Inc. (CEOC) and certain of its U.S. subsidiaries voluntarily filed for reorganization under Chapter 11 of the Bankruptcy Code, which resulted in thedeconsolidation of CEOC effective January 15, 2015.The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 tothe consolidated financial statements, the Company is a defendant in litigation and other noteholder disputes concerning certain transactions related to CEOC.Additionally, the Company, along with CEOC, is party to the First Lien Restructuring Support and Forbearance Agreements (First Lien RSAs), wherein theCompany has agreed to pay significant amounts. In order to meet its ongoing obligations when they come due and its commitments under the First Lien RSAs, theCompany will need to secure additional sources of funding and complete the previously announced merger with Caesars Acquisition Company. The uncertainty ofthe outcome of these matters raises substantial doubt about the Company’s ability to continue as a going concern. Management's plans concerning these matters arediscussed in Notes 1, 3, and 4 to the consolidated financial statements. The financial statements do not include any adjustments that might result from the outcomeof these uncertainties.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control overfinancial reporting as of December 31, 2015, based on the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee ofSponsoring Organizations of the Treadway Commission, and our report dated February 26, 2016 , expressed an unqualified opinion on the Company's internalcontrol over financial reporting./s/ DELOITTE & TOUCHE LLPLas Vegas, NevadaFebruary 26, 201654CAESARS ENTERTAINMENT CORPORATIONCONSOLIDATED BALANCE SHEETS As of December 31,(In millions, except par value)2015 2014Assets Current assets Cash and cash equivalents ($1,060 and $944 attributable to our VIE)$1,338 $2,806Restricted cash ($4 and $15 attributable to our VIE)59 76Receivables, net ($123 and $97 attributable to our VIE)193 518Due from affiliates ($32 and $0 attributable to our VIE)32 —Prepayments and other current assets ($51 and $27 attributable to our VIE)128 225Inventories ($7 and $3 attributable to our VIE)21 43Total current assets1,771 3,668Property and equipment, net ($2,620 and $2,570 attributable to our VIE)7,598 13,456Goodwill ($294 and $291 attributable to our VIE)1,696 2,366Intangible assets other than goodwill ($251 and $289 attributable to our VIE)543 3,150Restricted cash ($9 and $25 attributable to our VIE)109 109Deferred income taxes ($28 and $16 attributable to our VIE)28 16Deferred charges and other assets ($260 and $46 attributable to our VIE)450 563Total assets$12,195 $23,328 Liabilities and Stockholders’ Equity Current liabilities Accounts payable ($141 and $79 attributable to our VIE)$179 $349Due to affiliates ($15 and $0 attributable to our VIE)16 —Accrued expenses and other current liabilities ($272 and $242 attributable to our VIE)588 1,199Accrued restructuring and support expenses905 —Interest payable ($37 and $37 attributable to our VIE)131 736Current portion of long-term debt ($70 and $20 attributable to our VIE)187 15,779Total current liabilities2,006 18,063Long-term debt ($2,267 and $2,292 attributable to our VIE)6,777 7,230Deferred income taxes ($4 and $7 attributable to our VIE)991 2,293Deferred credits and other liabilities ($138 and $124 attributable to our VIE)188 484Total liabilities9,962 28,070Commitments and contingencies (Note 4) Stockholders’ equity/(deficit) Common stock: voting, $0.01 par value, 147 and 147 shares issued, respectively1 1Treasury stock: 2 and 2 shares, respectively(21) (19)Additional paid-in capital8,190 8,140Accumulated deficit(7,184) (13,104)Accumulated other comprehensive loss1 (15)Total Caesars stockholders’ equity/(deficit)987 (4,997)Noncontrolling interests1,246 255Total stockholders’ equity/(deficit)2,233 (4,742)Total liabilities and stockholders’ equity/(deficit)$12,195 $23,328See accompanying Notes to Consolidated Financial Statements.55CAESARS ENTERTAINMENT CORPORATIONCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS) Years Ended December 31,(In millions, except per share data)2015 2014 2013Revenues Casino$2,257 $5,394 $5,527Food and beverage840 1,522 1,451Rooms878 1,207 1,167Interactive entertainment764 585 315Other revenue468 703 601Reimbursed management costs10 243 266Less: casino promotional allowances(563) (1,138) (1,107)Net revenues4,654 8,516 8,220 Operating expenses Direct Casino1,194 3,253 3,112Food and beverage399 694 639Rooms227 315 296Platform fees212 166 94Property, general, administrative, and other1,309 2,149 1,943Reimbursable management costs10 243 266Depreciation and amortization401 636 701Impairment of goodwill— 695 104Impairment of tangible and other intangible assets1 299 2,727Corporate expense176 282 161Other operating costs152 236 203Total operating expenses4,081 8,968 10,246Income/(loss) from operations573 (452) (2,026)Interest expense(684) (2,670) (2,252)Deconsolidation and restructuring of CEOC and other6,115 (95) 28Income/(loss) from continuing operations before income taxes6,004 (3,217) (4,250)Income tax benefit55 543 1,517Income/(loss) from continuing operations, net of income taxes6,059 (2,674) (2,733)Loss from discontinued operations, net of income taxes(7) (192) (207)Net income/(loss)6,052 (2,866) (2,940)Net (income)/loss attributable to noncontrolling interests(132) 83 (8)Net income/(loss) attributable to Caesars$5,920 $(2,783) $(2,948) Earnings/(loss) per share - basic and diluted Basic earnings/(loss) per share from continuing operations$40.92 $(18.18) $(21.32)Basic loss per share from discontinued operations(0.04) (1.35) (1.61)Basic earnings/(loss) per share$40.88 $(19.53) $(22.93)Diluted earnings/(loss) per share from continuing operations$40.30 $(18.18) $(21.32)Diluted loss per share from discontinued operations(0.04) (1.35) (1.61)Diluted earnings/(loss) per share$40.26 $(19.53) $(22.93)Weighted-average common shares outstanding - basic145 142 129Weighted-average common shares outstanding - diluted147 142 129 Comprehensive income/(loss): Other comprehensive loss, net of income taxes$— $(2) $(38)Comprehensive income/(loss)6,052(2,868)(2,978)Comprehensive (income)/loss attributable to noncontrolling interests(132)83(8)Comprehensive income/(loss) attributable to Caesars$5,920$(2,785)$(2,986)See accompanying Notes to Consolidated Financial Statements.56CAESARS ENTERTAINMENT CORPORATIONCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY/(DEFICIT) Caesars Stockholders Additional Paid-in- Capital AccumulatedDeficit Accumulated Other Comprehensive Income/(Loss) Total CaesarsStockholders’Equity Non- controllingInterests TotalEquity(In millions)CommonStock TreasuryStock Balance as of December 31, 2012$1 $(16) $6,954 $(7,373) $21 $(413) $80 $(333)Net income/(loss)— — — (2,948) — (2,948) 8 (2,940)Share-based compensation— — 40 — — 40 — 40Common stock issuances (1)— — 216 — — 216 — 216Purchase of additional interest insubsidiary— — (9) — — (9) — (9)Other comprehensive loss, net of tax— — — — (38) (38) — (38)Increase in noncontrolling interests, net ofdistributions and contributions— — 25 — — 25 1,150 1,175Other— — 5 — — 5 (20) (15)Balance as of December 31, 20131 (16) 7,231 (10,321) (17) (3,122) 1,218 (1,904)Net loss— — — (2,783) — (2,783) (83) (2,866)Share-based compensation— (3) 32 — — 29 — 29Common stock issuances (1)— — 136 — — 136 — 136Other comprehensive loss, net of tax— — — — (2) (2) — (2)Allocation of minority interest resultingfrom sales and conveyances ofsubsidiary stock (2)— — 754 — 4 758 (744) 14Bond distribution to noncontrollinginterest owners (3)— — — — — — (160) (160)Other— — (13) — — (13) 24 11Balance as of December 31, 20141 (19) 8,140 (13,104) (15) (4,997) 255 (4,742)Net income— — — 5,920 — 5,920 132 6,052Share-based compensation— (2) 50 — — 48 — 48Elimination of CEOC noncontrollinginterest and deconsolidation (4)— — — — 16 16 854 870Decrease in noncontrolling interests, netof distributions and contributions— — — — — — (10) (10)Other— — — — — — 15 15Balance as of December 31, 2015$1 $(21) $8,190 $(7,184) $1 $987 $1,246 $2,233____________________(1) We issued and sold 7 million shares in 2014 and 11 million shares in 2013.(2) In 2014, we sold 68,100 of CEC’s shares of CEOC’s common stock to qualified institutional buyers and CEOC granted 86,936 shares of its common stock to employees. We allocated $869million of accumulated stockholders’ deficit to the noncontrolling interests’ ownership in CEOC based upon the noncontrolling interests’ ownership share as of December 31, 2014, whichincluded $744 million for the allocation of minority interest resulting from sales and conveyances of CEOC stock.(3) See Note 2 .(4) See Note 3 .See accompanying Notes to Consolidated Financial Statements.57CAESARS ENTERTAINMENT CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWSYears Ended December 31,(In millions)2015 2014 2013Cash flows from operating activities Net income/(loss)$6,052 $(2,866) $(2,940)Adjustments to reconcile net income/(loss) to cash flows from operating activities: Loss from discontinued operations7 192 207Gain on deconsolidation of CEOC(7,125) — —Loss on extinguishment of debt— 96 30Depreciation and amortization403 679 722Amortization of deferred finance costs and debt discount/premium38 438 360Provision for doubtful accounts11 50 28Impairment of intangible and tangible assets1 994 2,831Share-based compensation expense123 132 57Deferred income taxes(130) (453) (1,452)Other non-cash adjustments to net income/(loss)1 83 117Net changes in: Accounts receivable(58) (2) (93)Due to/due from affiliates, net(32) — —Inventories, prepayments and other current assets1 (24) 12Deferred charges and other(7) 1 (33)Accounts payable(42) (43) 70Interest payable(41) 342 157Accrued expenses921 (189) 59Deferred credits and other(5) (199) (194)Other2 34 (37)Cash flows provided by/(used in) operating activities120 (735) (99)Cash flows from investing activities Acquisitions of property and equipment, net of change in related payables(350) (998) (726)Deconsolidation of CEOC cash(958) — —Increase in restricted cash(82) (3,936) (2,022)Decrease in restricted cash61 4,176 2,796Proceeds from the sale and maturity of investments29 24 68Payments to acquire investments(30) (23) (20)Other(3) 68 (31)Cash flows provided by/(used in) investing activities(1,333) (689) 65Cash flows from financing activities Proceeds from long-term debt and revolving credit facilities310 4,436 6,039Debt issuance and extension costs and fees— (196) (153)Repayments of long-term debt and revolving credit facilities(450) (2,833) (6,605)Payment of contingent consideration(32) — —Repurchase of CIE management shares(65) — —Proceeds from sale of interest in subsidiary— 8 1,198Issuance of common stock, net of fees— 136 217Distributions to noncontrolling interest owners(36) — —Other25 (37) (45)Cash flows provided by/(used in) financing activities(248) 1,514 651Cash flows from discontinued operations Cash flows from operating activities(7) (60) (20)Cash flows from investing activities— 5 412Net cash from discontinued operations(7) (55) 392Net increase/(decrease) in cash and cash equivalents(1,468) 35 1,009Change in cash classified as assets held for sale— — 4Cash and cash equivalents, beginning of period2,806 2,771 1,758Cash and cash equivalents, end of period$1,338 $2,806 $2,771 Supplemental Cash Flow Information Cash paid for interest$696 $2,070 $1,899Cash paid for income taxes80 50 38Non-cash investing and financing activities: Change in accrued capital expenditures(35) 46 19Change in assets acquired through financing activities and capital leases— 30 67See accompanying Notes to Consolidated Financial Statements.58CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn this filing, the name “CEC” refers to the parent holding company, Caesars Entertainment Corporation, exclusive of its consolidated subsidiaries and variableinterest entities, unless otherwise stated or the context otherwise requires. The words “Company,” “Caesars,” “Caesars Entertainment,” “we,” “our,” and “us”refer to Caesars Entertainment Corporation, inclusive of its consolidated subsidiaries and variable interest entities, unless otherwise stated or the contextotherwise requires.We also refer to (i) our Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Statements of Operations and ComprehensiveIncome as our “Statements of Operations,” and (iii) our Consolidated Balance Sheets as our “Balance Sheets.”Note 1 — Description of BusinessOrganizationCEC is primarily a holding company with no independent operations of its own. It owns Caesars Entertainment Resort Properties, LLC (“CERP”) and an interest inCaesars Growth Partners, LLC (“CGP”). As of December 31, 2015, CERP and CGP owned a total of 12 casino properties in the United States, eight of which arein Las Vegas. These eight casino properties represented 52% of consolidated net revenues for the year ended December 31, 2015.CEC also holds a majority interest in Caesars Entertainment Operating Company, Inc. (“CEOC”). As described in Note 3 , the results of CEOC and its subsidiariesare no longer consolidated with Caesars subsequent to CEOC’s voluntarily filing for reorganization under Chapter 11 of the United States Bankruptcy Code (the“Bankruptcy Code”) on January 15, 2015.Caesars Enterprise Services, LLCIn 2014, CERP, CEOC and Caesars Growth Properties Holdings, LLC (“CGPH”) (collectively, the “Members”) formed Caesars Enterprise Services, LLC(“CES”), a services joint venture. CES provides certain corporate and administrative services for the Members’ casino properties, including substantially all of the28 casino properties owned by CEOC, and ten casinos owned by unrelated third parties (including four Indian tribal properties). CES manages certain assets for thecasinos to which it provides services and the other assets it owns, licenses or controls, and employs certain of the corresponding employees. Expenses incurred byCES are allocated to the casino properties directly or to the Members according to their allocation percentages, subject to annual review. Therefore, CES is a “pass-through” entity that serves as an agent on behalf of the Members at a cost-basis, and is contractually required to fully allocate its costs. CES is designed to have nooperating cash flows of its own, and any net income or loss is generally immaterial and is typically subject to allocation to the Members in the subsequent period.Omnibus License and Enterprise Services AgreementIn 2014, the Members entered into an Omnibus License and Enterprise Services Agreement (the “Omnibus Agreement”), which granted licenses to the Membersand certain of their affiliates in connection with the implementation of CES. CES was funded in 2014 through initial contributions by two of the Members,including cash contributions by CERP of $43 million and by CGP LLC for CGPH of $23 million . Certain executives and employees have been transitioned toCES by the Members and the services of such employees are available as part of CES’s provision of services to the Members and certain of their affiliates that ownproperties that require CES services under the Omnibus Agreement.Under the Omnibus Agreement, CEOC, Caesars Licensing Company, LLC (“CLC”), Caesars World, Inc. (“CWI”), and certain of our subsidiaries that are theowners of our properties granted CES a non-exclusive, irrevocable, world-wide, royalty-free license in and to all intellectual property owned or used by suchlicensors, including all intellectual property (a) currently used, or contemplated to be used, in connection with the properties owned by the Members and theirrespective affiliates, including any and all intellectual property related to the Total Rewards program, and (b) necessary for the provision of services contemplatedby the Omnibus Agreement and by the applicable management agreement for any such property (collectively, the “Enterprise Assets”). CERP also granted CESnon-exclusive licenses to certain other intellectual property, including intellectual property that is specific to properties controlled by CERP or its subsidiaries.Under the terms of the joint venture and the Omnibus Agreement, we believe that CEC and its operating subsidiaries will continue to have access to the serviceshistorically provided to us by CEOC and its employees, its trademarks, and its programs despite the CEOC bankruptcy filing.59CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)CES granted to the properties owned or controlled by the Members and their respective affiliates non-exclusive licenses to the Enterprise Assets. CES granted toCEOC, CLC, CWI and the properties owned or controlled by the Members, including us, licenses to any intellectual property that CES develops or acquires in thefuture that is not derivative of the intellectual property licensed to it. CES also granted to CEOC, CLC and CWI a non-exclusive license to intellectual propertyspecific 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 tosuch intellectual property prior to the date of the Omnibus Agreement.Caesars Interactive Entertainment, Inc. (“CIE”)Our results also include CIE, a majority owned subsidiary of CGP that operates an online games business providing social games on Facebook and other socialmedia websites and mobile application platforms that utilize virtual currency and certain real money gaming in Nevada and New Jersey. CIE also owns the WorldSeries of Poker (“WSOP”) tournaments and brand and licenses WSOP trademarks for a variety of products and businesses related to this brand.Employee RelationsWe have approximately 33,000 employees throughout our organization. Approximately 16,000 of our employees are covered by collective bargaining agreementswith certain of our subsidiaries, relating to certain casino, hotel, and restaurant employees. The majority of these employees are covered by the followingagreements:Employee Group Approximate Number of ActiveEmployees Represented Union Date on which Collective BargainingAgreement Becomes AmendableLas Vegas Culinary Employees 8,500 Culinary Workers Union, Local 226 May 2018Atlantic City Food & Beverage and Hotelemployees 1,400 UNITE HERE, Local 54 March 2015 and continuing on a monthto month basisLas Vegas Bartenders 1,200 Bartenders Union, Local 165 May 2018Las Vegas Dealers 1,100 Transport Workers Union of America February 2019Going ConcernOverviewWe have identified the following circumstances that raise substantial doubt about CEC’s ability to continue as a going concern:•we have limited cash available to meet financial commitments of CEC, primarily resulting from significant expenditures made to (1) defend the Companyagainst the matters disclosed below under “Litigation” and (2) support CEOC’s plan of reorganization (the “Restructuring”);•we have made material future commitments to support the Restructuring; and•we are a defendant in litigation, including the Noteholder Disputes, and other noteholder disputes relating to certain CEOC transactions dating back to2010, that if resolved against us would raise substantial doubt about CEC’s ability to continue as a going concern.The circumstances set forth above and described in more detail below under “CEC Liquidity” and “Litigation,” individually and collectively, raise substantialdoubt about CEC’s ability to continue as a going concern between now and the Effective Date of the Restructuring, while continuing to also meet its commitments.Under the terms of the Restructuring, all related litigation is expected to be resolved. However, in the event of a material adverse ruling on one or all of thelitigation matters disclosed below, it is likely that a CEC reorganization under Chapter 11 of the Bankruptcy Code would be necessary.60CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)CEOC ReorganizationAs described more fully in Note 3 , on January 15, 2015, CEOC and certain of its United States subsidiaries (the “Debtors”) voluntarily filed for reorganizationunder Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for Northern District of Illinois in Chicago (the “Bankruptcy Court”) in order toimplement a restructuring plan for balance sheet deleveraging.Commitments Under the First Lien RSAs. CEC and the Debtors are party to the (a) Fifth Amended and Restated Restructuring Support and Forbearance Agreementdated 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 Supportand Forbearance Agreement dated August 21, 2015, with certain holders of claims in respect of claims under CEOC’s first lien credit agreement (the “First LienBank RSA” and, together with the First Lien Bond RSA, the “First Lien RSAs”).The Effective Date of the Restructuring (the material terms of which are contained in the First Lien RSAs as they may be modified by their terms) is the date uponwhich all required conditions of the Restructuring have been satisfied or waived and on which the CEOC reorganization and related transactions will becomeeffective.CEOC filed a plan of reorganization on October 7, 2015, with the Bankruptcy Court (the “Plan”) that reflects the terms of the First Lien RSAs. Under the Plan,CEC has agreed to pay the following amounts and take other actions:•$406 million for forbearance fees in connection with the Restructuring, general corporate purposes and to fund sources and uses (“Fixed Payments”);•$25 million per month for the period from February 1, 2016 through the Effective Date for the benefit of the First Lien Noteholders (“AdditionalConsideration”);•Up to $63 million in upfront payments to certain First Lien Bank Lenders (“Upfront Payments”);•$386 million to purchase from the Settling First Lien Bank Lenders 100% of their respective First Lien Bank Obligations that survive the Effective Date(“Bank Guaranty Settlement”);•Purchase up to all of OpCo equity for $700 million pursuant to the put rights, where holders of over 85% of the First Lien Notes have already indicatedtheir intent to put their OpCo equity to CEC once received (“OpCo” refers to the proposed entity resulting from the Restructuring that will operate theCEOC Properties under a lease with PropCo. “CEOC Properties” refers to those properties owned by CEOC as of the Petition Date.);•Purchase up to 14.8% of PropCo equity for $269 million pursuant to the put rights (“PropCo” refers to the proposed entity resulting from theRestructuring that will own the CEOC Properties as of the Effective Date.);•Give PropCo a right of first refusal on all new domestic non-Las Vegas gaming facility opportunities, with CEC or OpCo leasing such properties;•Give PropCo a call right to purchase Harrah’s Atlantic City and Harrah’s Laughlin;•Guarantee OpCo’s monetary obligations to PropCo under the leases; and•Enter into a guaranty of collection of the OpCo debt received by the First Lien Bank Lenders and First Lien Noteholders.The Restructuring is subject to approval by the Bankruptcy Court and the receipt of required gaming regulatory approvals. Because more than a majority of thefirst lienholders has approved the First Lien RSAs, we believe it is probable that the contingent obligations will be paid and, therefore, we have recorded the itemsbelow in Deconsolidation and Restructuring of CEOC and Other in the statements of operations:61CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Description Amount(in millions)Fixed payments (1) $406Additional consideration (2) 163Upfront payments (3) 63Bank Guaranty Settlement (4) 386Total accrued restructuring and support expenses $1,018____________________(1) $86 million was paid in fourth quarter of 2015.(2) For the purposes of determining this amount, the Effective Date is estimated to be in the third quarter of 2016; however this date is outside of our control and is highly subject to change. (3) $61 million was paid in fourth quarter of 2015.(4) The liability is primarily based on the terms of the settlement agreement for creditors that have agreed to the settlement. A portion of the liability was estimated for creditors who have notyet agreed, based on the assumption their settlement will be substantially equivalent to those who have agreed to the settlement.In addition to the amounts accrued and described above, we also committed to pay $75 million to CEOC if there is insufficient liquidity as of the Effective Date.Additional Potential Commitments . In addition to terms described above relative to the First Lien RSAs, under the terms of the Plan, CEC will pay the following ifcertain classes of CEOC’s unsecured creditors vote in favor of the Plan and if the Plan is approved by the Bankruptcy Court:•Up to $450 million in principal amount of 5% convertible notes to be issued by CEC;•Up to 9.8% of PropCo equity purchased pursuant to the PropCo put rights and/or cash in an amount equal to the shortfall from 9.8% of PropCo equity (atPlan value) if the PropCo put rights are not fully exercised;•The consideration CAC would have received under the Plan on account of CEOC’s unsecured notes held by CAC; and•Give PropCo a call right to purchase Harrah’s New Orleans.Payment to CEOC . In addition, and separate from the transactions and agreements described above, if there is not a comprehensive out of court restructuring ofCEOC's debt securities or a prepackaged or prearranged in-court restructuring with requisite voting support from each of the first and second lien secured creditorclasses by February 15, 2016, CEC will be obligated upon demand to make an additional payment to CEOC of $35 million . During the first quarter of 2015, weaccrued this liability in Accrued Restructuring and Support Expenses on the consolidated balance sheet, and this amount is currently due and payable.Termination by Consenting Creditors (Subsequent Event). On February 15, 2016, certain milestones under the First Lien RSAs were not met by CEOC, giving riseto the ability of two-thirds of each of CEOC’s first lien bondholders and first lien bank lenders to terminate their respective First Lien RSAs, although neither hasdone so. We, CEOC, and CEOC’s creditors continue to negotiate terms of the Restructuring. CEC LiquidityCaesars Entertainment is a highly-leveraged company and had $7.1 billion in consolidated debt outstanding as of December 31, 2015 . As a result, a significantportion of our liquidity needs are for debt service, including significant interest payments. As of December 31, 2015 , our consolidated estimated debt serviceobligation for 2016 is $767 million , and $9.5 billion thereafter to maturity, consisting of $187 million in principal maturities and $580 million in required interestpayments. See Note 13 for details of our debt outstanding and related restrictive covenants. This includes, among other information, a table presenting details ofour individual borrowings outstanding as of December 31, 2015 and 2014, and each subsidiary’s annual maturities of long-term debt as of December 31, 2015 .62CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Summary of Cash and Revolver Capacity December 31, 2015(In millions)CERP CES CGP OtherCash and cash equivalents$150 $158 $902 $128Revolver capacity270 — 160 —Revolver capacity drawn or committed to letters of credit(80) — (45) —Total$340 $158 $1,017 $128Consolidated cash and cash equivalents as of December 31, 2015 , as shown in the table above, includes amounts held by CERP, CGP, and CES, which are notreadily available to CEC. “Other” reflects CEC and certain of its direct subsidiaries, including its insurance captives.CEC is primarily a holding company with no independent operations, employees, or material debt issuances of its own. Its primary assets at December 31, 2015,consist of $128 million in cash and cash equivalents and its ownership interests in CEOC, CERP and CGP. The restrictions included in certain debt arrangementsentered into by CERP and CGP (and/or their respective subsidiaries) generally do not allow for CERP, CGP, or their subsidiaries to provide dividends to CEC. Inaddition, CEC does not receive any financial benefit from CEOC during CEOC’s bankruptcy, as all earnings and cash flows are retained by CEOC for the benefitof its creditors.CEC has no requirement to fund the operations of CERP, CGP, or their subsidiaries. Accordingly, CEC cash outflows are primarily used for corporatedevelopment opportunities and other corporate-level activity. CEC is generally limited to raising additional capital through borrowings or equity transactionsbecause it has no operations of its own and the restrictions on its subsidiaries under lending arrangements generally prevent the distribution of cash from thesubsidiaries to CEC, except for certain restricted payments that CERP and CGPH are authorized to make in accordance with their lending arrangements.We made material commitments under the Restructuring described above that have been accrued as of December 31, 2015 . The completion of the merger ofCaesars and Caesars Acquisition Company (“CAC”) described below is expected to aid CEC in meeting these commitments. However, based on our currentforecasts, we estimate that CEC will require additional sources of funding to meet its ongoing obligations when they come due as well as in order to meet itscommitments under the First Lien RSAs. We are evaluating additional sources of liquidity to enable CEC to meet its ongoing obligations and its commitmentsunder the Restructuring, but have not yet secured additional funding. Furthermore, if the merger with CAC is not completed for any reason, CEC would still beliable for these payments. As a result of the foregoing, we have substantial doubt about CEC’s ability to continue as a going concern.Guarantee of CollectionIn 2014, CEOC amended its senior secured credit facilities (the “Bank Amendment”) resulting in, among other things, a modification of CEC’s guarantee under thesenior secured credit facilities such that CEC’s guarantee was limited to a guarantee of collection (“CEC Collection Guarantee”) with respect to obligations owedto the lenders who consented to the Bank Amendment. The CEC Collection Guarantee requires the creditors to exhaust all rights and remedies at law and in equitythat the creditors or their agents may have against CEOC or any of its subsidiaries and its and their respective property to collect, or obtain payment of, theguaranteed amounts. As part of the Bank Guaranty Settlement disclosed above, the CEOC creditors have agreed to eliminate the CEC Collection Guarantee, andwe recorded a $386 million as an estimate of the liability based on the terms of the Bank Guaranty Settlement agreement.LitigationIn addition to financial commitments described above, we have the following outstanding uncertainties for which we have not accrued any amounts, all of whichare described in Note 4 :•Litigation commenced by Wilmington Savings Fund Society, FSB on August 4, 2014 (the “Delaware Second Lien Lawsuit”);•Litigation commenced by parties on September 3, 2014 and October 2, 2014 (the “Senior Unsecured Lawsuits”);•Litigation commenced by UMB Bank on November 25, 2014 (the “Delaware First Lien Lawsuit”);63CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)•Demands for payment made by Wilmington Savings Fund Society, FSB on February 13, 2015 (the “February 13 Notice”);•Demands for payment made by BOKF, N.A., on February 18, 2015 (the “February 18 Notice”);•Litigation commenced by BOKF, N.A. on March 3, 2015 (the “New York Second Lien Lawsuit”);•Litigation commenced by UMB Bank on June 15, 2015 (the “New York First Lien Lawsuit”);•Litigation commenced by Wilmington Trust, National Association on October 20, 2015 (the “New York Senior Notes Lawsuit”); and•Litigation commenced by Trustees of the National Retirement Fund in January 2015 (“NRF Litigation”).SummaryThe circumstances described in “ CEC Liquidity ” above raise substantial doubt as to CEC’s ability to continue as a going concern without securing additionalsources of funding to meet its ongoing obligations and its commitments under the Restructuring. Additionally, in each of the litigation matters, claims have beenmade or could be made against CEC that, if resolved against us, raise substantial doubt about CEC’s ability to continue as a going concern. Under the terms of thePlan that was filed with the Bankruptcy Court, all of the above litigation should be resolved. However, in the event of a material adverse ruling on one or all of thelitigation matters set forth above, it is likely that a reorganization under Chapter 11 of the Bankruptcy Code would be necessary.Announced Merger with Caesars Acquisition CompanyIn 2014, Caesars and CAC entered into a merger agreement (the “Merger”), pursuant to which, among other things, CAC will merge with and into Caesars, withCaesars as the surviving company. Subject to the terms and conditions of the merger agreement, upon consummation of the merger, each share of class A commonstock of CAC issued and outstanding immediately prior to the effective time of the Merger will be converted into, and become exchangeable for, that number ofshares of CEC common stock, equal to 0.664 to one (the “Exchange Ratio”).The Exchange Ratio may be subject to adjustment by Special Committees of both CAC’s Board of Directors and Caesars’ Board of Directors, each composedsolely of independent directors (these Special Committees are referred to here collectively as the “Special Committees”). The adjustment of the Exchange Ratiomay be made during the 14-day period beginning on the later of the confirmation date of a CEOC restructuring plan and the date that both CAC and Caesarsconfirm that information to render a fairness opinion has been received by their respective independent financial advisors. If the Special Committees do not agreeto an adjustment to the Exchange Ratio during this 14-day period, there will not be an adjustment to the Exchange Ratio.Either CAC or Caesars may terminate the merger agreement within five business days following this period, if:(a)the Special Committees cannot agree on an Exchange Ratio adjustment and a failure to terminate the Merger Agreement would be inconsistent with theirrespective directors’ fiduciary duties; or(b)either of the Special Committees 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 Caesars or CAC and its public stockholders, as applicable.Note 2 — Basis of Presentation and Principles of ConsolidationBasis of Presentation and Use of EstimatesOur consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), which require theuse of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities.Actual amounts could differ from those estimates.Certain immaterial prior year amounts have been reclassified to conform to the current year’s presentation.64CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Consolidation of Subsidiaries and Variable Interest EntitiesOur consolidated financial statements include the accounts of Caesars Entertainment and its subsidiaries after elimination of all intercompany accounts andtransactions.We consolidate all subsidiaries in which we have a controlling financial interest and variable interest entities (“VIEs”) for which we or one of our consolidatedsubsidiaries is the primary beneficiary. Control generally equates to ownership percentage, whereby (1) affiliates that are more than 50% owned are consolidated;(2) investments in affiliates of 50% or less but greater than 20% are generally accounted for using the equity method where we have determined that we havesignificant influence over the entities; and (3) investments in affiliates of 20% or less are generally accounted for using the cost method.We consolidate a VIE when we have both the power to direct the activities that most significantly impact the results of the VIE and the right to receive benefits orthe obligation to absorb losses of the entity that could be potentially significant to the VIE. For VIEs that are under common control with affiliates, in lieu of anassessment of the power to direct the activities that most significantly impact the results of the VIE, we may be required to assess a number of other factors todetermine the consolidating entity, including the following: (i) the closeness of the association that the VIE has with the businesses of the affiliated entities, (ii) theentity from which the VIE obtained its assets; (iii) the nature of ongoing management and other agreements; and (iv) the obligation to absorb losses and the right toreceive residual returns that could potentially be significant to the VIE. Along with the VIEs that are consolidated in accordance with the above guidelines, we alsohold variable interests in other VIEs that are not consolidated because we are not the primary beneficiary. We continually monitor both consolidated andunconsolidated VIEs to determine if any events have occurred that could cause the primary beneficiary to change. A change in determination could have a materialimpact on our financial statements.Despite a majority financial interest, we may only possess non-substantive voting rights that do not confer upon us the ability to control key activities of the entity,such as determining operating budgets, payment of obligations, management of assets, and/or other activities necessary for the ordinary course of business. Wecontinually monitor both consolidated and unconsolidated VIEs to determine if any events have occurred that could cause the primary beneficiary to change.Consolidation of Caesars Growth PartnersBecause the equity holders in CGP receive returns disproportionate to their voting interests and substantially all the activities of CGP are related to Caesars, CGPhas been determined to be a VIE. CAC is the sole voting member of CGP. Common control exists between CAC and Caesars through the majority beneficialownership of both by Hamlet Holdings (as defined in Note 19 ). The assets held by CGP originally came from Caesars and continue to be intrinsically closelyassociated with Caesars through the nature of the business, as well as ongoing service and management agreements. Additionally, Caesars is expected to receivethe majority of the benefits or absorb the majority of the losses from its higher economic participation in CGP. We have determined that Caesars is the primarybeneficiary of CGP as a result of the close association with Caesars and other factors such as the fact that all of the assets and businesses owned by CGP wereacquired from Caesars, and therefore, we are required to consolidate them. Neither CAC nor CGP guarantees any of CEC’s debt, and the creditors or beneficialholders of CGP have no recourse to the general credit of CEC.We account for the noncontrolling interest in CGP using the hypothetical liquidation at book value (“HLBV”) method to attribute the earnings and losses of CGPbetween the controlling and noncontrolling interest. Under this method, the noncontrolling interest in the CGP entity is based upon the noncontrolling interestholders’ contractual claims on CGP’s accounting balance sheet pursuant to the mandatory liquidation provisions of the operating agreement, adjusted for certaincommon control tax distributions and the Notes Distribution described in Note 13 . Caesars’ resulting net income from the controlling interest is the residual netincome from the consolidation of the VIE less the HLBV calculated net income attributable to the noncontrolling interest holder. Due to certain mandatoryliquidation provisions of the operating agreement, this could result in a net loss to Caesars consolidated results in periods in which CGP reports net income.Subject to the terms and conditions described in the certificate of incorporation of CAC and the operating agreement of CGP, after October 21, 2016, CaesarsEntertainment will have the right to acquire all or a portion of the voting units of CGP (or, at the election of CAC, shares of CAC’s Class A common stock) nototherwise owned by Caesars Entertainment at such time. The purchase consideration may be, at Caesars Entertainment’s option, cash or shares of CaesarsEntertainment’s common stock valued at market value, net of customary market discount and expenses, provided that the cash portion will not exceed 50% of thetotal 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 (or65CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)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 distributionswith respect to such units.CGP generated net revenues of $2.3 billion and $1.6 billion for the years ended December 31, 2015 and 2014, respectively. Net loss attributable to Caesars relatedto CGP was $18 million and $405 million for the years ended December 31, 2015 and 2014, respectively. The noncontrolling interest balance attributable to CGPas of December 31, 2015 was $1.2 billion .CGP is obligated to issue non-voting membership units (the “units”) to CEC in 2016 to the extent that the earnings from CIE’s social and mobile games businessexceeds a specified threshold amount in 2015. The number of units to be received by CEC is capped at a value of $225 million divided by the value of the units asof the date of CGP’s formation in 2013. CGP recognized a liability representing the estimated fair value of the units they expected issue to CEC, which was $347million as of December 31, 2014. As of December 31, 2015, CIE’s earnings had exceeded the threshold and the number of units is no longer variable. As a result,CGP reclassified the fair value of the units to additional paid in capital, which was $228 million as of December 31, 2015. The value of the units is eliminated inour consolidation of CGP.CGP consolidates into its financial statements the accounts of any variable interest entity for which it is determined to be the primary beneficiary. CaesarsBaltimore Investment Company, LLC (“CBIC”), a wholly-owned subsidiary of CGP, indirectly holds interests in the owner of the Horseshoe Baltimore Casino(“Horseshoe Baltimore”) in Maryland. CBIC has an ownership interest in CR Baltimore Holdings (“CRBH”), a variable interest entity. CBIC has been determinedto be the primary beneficiary of CRBH, and therefore, consolidates CRBH into its financial statements. As CBIC is wholly-owned by CGP, CGP therefore alsoconsolidates CRBH.In addition to CGP, we also hold immaterial variable interests in other VIEs that are not consolidated because we are not the primary beneficiary. We continuallymonitor both consolidated and non-consolidated VIEs to determine if any events have occurred that could cause the primary beneficiary to change.Consolidation of Caesars Enterprise ServicesA steering committee acts in the role of a board of managers for CES with each Member entitled to appoint one representative to the steering committee. EachMember, through its representative, is entitled to a single vote on the steering committee, accordingly, the voting power of the Members does not equate to theirownership percentages. We have determined that because Caesars consolidates two of the Members (CERP and CGPH), Caesars is deemed to have a controllingfinancial interest in CES through our ownership of that interest.As described in Note 3 , effective January 15, 2015, CEOC is no longer a consolidated subsidiary. Therefore, CEOC’s ownership interest in CES, totaling $23million , is accounted for as noncontrolling interest.Consolidation Considerations for Caesars Entertainment Operating CompanyAs described in Note 3 , CEOC’s filing for reorganization was a reconsideration event for Caesars Entertainment to reevaluate whether consolidation of CEOCcontinued to be appropriate. We have concluded that CEOC is a VIE and that we are not the primary beneficiary of CEOC.Note 3 — Deconsolidation of Caesars Entertainment Operating CompanyChapter 11 Filing for ReorganizationOn January 15, 2015 (the “Petition Date”), CEOC and certain of its United States subsidiaries (the “Debtors”) voluntarily filed for reorganization under Chapter 11of the Bankruptcy Code in order to implement a restructuring plan for balance sheet deleveraging. The Debtors will continue to operate their businesses as“debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of theBankruptcy Court. CEC (exclusive of its subsidiaries), CERP, and CGP are separate entities with independent capital structures and have not filed for bankruptcyrelief. In addition, all Caesars Entertainment properties, and those owned by CEOC, are continuing to operate in the ordinary course.66CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)As described in Note 1 , under “ CEOC Reorganization ,” CEC has agreed to pay significant amounts and to take a series of other actions under CEOC’s plan ofreorganization.Deconsolidation of CEOCCEOC’s filing for reorganization was a reconsideration event for Caesars Entertainment to reevaluate whether consolidation of CEOC continued to be appropriate.We have concluded that CEOC is a VIE, subsequent to its filing for bankruptcy, because the holders of equity at risk (including us) as a group no longer had thepower to make the primary decisions. Our assessment focused on indicators that CEC did not have significant influence over the operating and financial policies ofCEOC, primarily including:•CEOC expanded its board of directors and added two independent directors. The CEOC board then delegated certain key decision-making authorityregarding the bankruptcy and related party matters to two committees, which are comprised of primarily the independent directors. Additionally, as aresult of the bankruptcy proceedings, critical decisions are now subject to the overall jurisdiction of the Bankruptcy Court and the Creditors Committees(described below).•The Bankruptcy Court established the Creditors Committees to represent the rights of CEOC’s creditors during the bankruptcy proceedings. Through theCreditors Committees, creditors have the right to object to recommendations presented by CEOC’s management or Board of Directors.•CEOC’s executive leadership is comprised of individuals who are independent of CEC.Accordingly, we are not the primary beneficiary of CEOC because the equity owners, including CEC, only possess non-substantive voting rights; CEC is notoperating CEOC as debtor-in-possession as the CEC Board has ceded its authority to the Bankruptcy Court; CEC management cannot carry on all activitiesnecessary for the ordinary course of business without Bankruptcy Court approval; and CEOC still manages day-to-day operations, but does not have discretion tomake significant capital or operating budgetary changes or decisions, purchase or sell significant assets, or approve management or employee compensationarrangements, as CEOC’s material decisions are subject to review by the Creditors Committees and the Bankruptcy Court.In addition to the above, we assessed the inherent uncertainties associated with the outcome of the Chapter 11 reorganization process and the anticipated durationthereof, and concluded that it was appropriate to deconsolidate CEOC effective on the Petition Date.We further considered how to account for our continuing investment in CEOC after deconsolidation and concluded that for similar reasons, we do not havesignificant influence over CEOC during the pendency of the bankruptcy; therefore, Caesars Entertainment accounts for its investment in CEOC as a cost methodinvestment subsequent to the deconsolidation.Caesars Entertainment recognized a $7.1 billion gain associated with the deconsolidation of CEOC and recorded a cost method investment in CEOC of zero due tothe negative equity associated with CEOC’s underlying financial position. As of December 31, 2014, CEOC represented total assets of $11.0 billion and totalliabilities of $18.6 billion , including total long-term debt of $15.9 billion . For the 2015 period prior to the deconsolidation, CEOC segment net revenues totaled$158 million , net loss attributable to Caesars totaled $76 million , and negative cash flow from operating activities totaled $220 million .Related Party RelationshipSubsequent to the Petition Date, CEOC has funded and is expected to continue to fund all expenses related to its operations that are being provided by CES and cancontinue to perform on its intercompany obligations to all Caesars entities. However, upon filing for Chapter 11 and the subsequent deconsolidation, transactionswith CEOC are no longer eliminated in consolidation and are treated as related party transactions for Caesars Entertainment. These transactions include but are notlimited to items such as casino management fees paid to CEOC, insurance expenses related to insurance coverage reimbursed by CEOC, and rent payments byCEOC to CERP under the Octavius Tower lease agreement. See Transactions with CEOC in Note 19 for all transactions between us and CEOC.67CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Note 4 — LitigationLitigationNoteholder DisputesOn August 4, 2014, Wilmington Savings Fund Society, FSB, solely in its capacity as successor Indenture Trustee for the 10.00% Second-Priority Senior SecuredNotes due 2018 (the “10.00% Second-Priority Notes”), on behalf of itself and, it alleges, derivatively on behalf of CEOC, filed a lawsuit (the “Delaware SecondLien Lawsuit”) in the Court of Chancery in the State of Delaware against CEC and CEOC, CGP, CAC,CERP, CES, 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, intentionaland constructive fraudulent transfer, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, and corporate waste. The lawsuit seeks (1) an award ofmoney 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 toreturn them to CEOC; (4) a declaration that CEC remains liable under the parent guarantee formerly applicable to the 10.00% Second-Priority Notes; (5) to imposea constructive trust or equitable lien on the transferred assets; and (6) an award to plaintiffs for their attorneys’ fees and costs. CEC believes this lawsuit is withoutmerit and will defend itself vigorously. A motion to dismiss this action was filed by CEC and other defendants in September 2014, and the motion was argued inDecember 2014. During the pendency of its Chapter 11 bankruptcy proceedings, the action has been automatically stayed with respect to CEOC. The motion todismiss 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’sbankruptcy 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, forbreach of contract in respect of the release of the parent guarantee formerly applicable to the CEOC 10.00% Second-Priority Notes, for declaratory relief in respectof the release of this guarantee, and for violations of the Trust Indenture Act in respect of the release of this guarantee. Fact discovery in the case is complete. Notrial date has been set.On September 3, 2014, holders of approximately $21 million of CEOC 6.50% Senior Unsecured Notes due 2016 and 5.75% Senior Unsecured Noted due 2017(collectively, the “Senior Unsecured Notes”) filed suit in federal district court in Manhattan against CEC and CEOC, claiming broadly that an August 12, 2014Note Purchase and Support Agreement between CEC and CEOC (on the one hand) and certain other holders of the Senior Unsecured Notes (on the other hand)impaired their own rights under the Trust Indenture Act of 1939 and the indentures governing the Senior Unsecured Notes. The lawsuit seeks both declaratory andmonetary relief. On October 2, 2014, a holder of CEOC’s 6.50% Senior Unsecured Notes due 2016 purporting to represent a class of all persons who held theseNotes 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. Bothlawsuits (the “Senior Unsecured Lawsuits”) have been assigned to the same judge. The claims against CEOC have been automatically stayed during its Chapter 11bankruptcy proceedings. The court denied a motion to dismiss both lawsuits with respect to CEC. The parties have completed fact discovery with respect to bothplaintiffs' 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 classcertification, and under the schedule imposed by the court for this motion, briefing has been completed. These lawsuits are currently scheduled for trial in May2016 .On November 25, 2014, UMB Bank (“UMB”), as successor indenture trustee for CEOC's 8.50% Senior Secured Notes due 2020 (the “8.50% Senior SecuredNotes”), filed a verified complaint (the “Delaware First Lien Lawsuit”) in Delaware Chancery Court against CEC, CEOC, CERP, CAC, CGP, CES, and againstindividual past and present Board members Loveman, Benjamin, Bonderman, Davis, Press, Rowan, Sambur, Hession, Colvin, Kleisner, Swann, Williams,Housenbold, Cohen, Stauber, and Winograd, alleging generally that defendants improperly stripped CEOC of certain assets, wrongfully effected a release ofCEC’s parent guarantee of the 8.50% Senior Secured Notes and committed other wrongs. Among other things, UMB asked the court to appoint a receiver overCEOC. In addition, the suit pleads claims for fraudulent conveyances/transfers, insider preferences, illegal dividends, declaratory judgment (for breach of contractas regards to the parent guarantee and also as to certain covenants in the bond indenture), tortious interference with contract, breach of fiduciary duty, usurpation ofcorporate opportunities, and unjust enrichment, and seeks monetary, equitable and declaratory relief. The lawsuit has been automatically stayed with respect toCEOC during its Chapter 11 bankruptcy process. Pursuant to the First Lien Bond RSA, the lawsuit also has been stayed in its entirety, with the consent of all of theparties to it. The consensual stay will expire upon the termination of the First Lien Bond RSA.On February 13, 2015, Caesars Entertainment received a Demand For Payment of Guaranteed Obligations (the “February 13 Notice”) from Wilmington SavingsFund Society, FSB, in its capacity as successor Trustee for CEOC’s 10.00% Second-Priority Notes. The February 13 Notice alleges that CEOC’s commencementof its voluntary Chapter 11 bankruptcy case constituted an68CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)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 thereforeimmediately became payable; and that Caesars Entertainment is responsible for paying CEOC’s obligations on the 10.00% Second-Priority Notes, includingCEOC’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 indenturegoverning the notes that the February 13 Notice alleges is still binding. The February 13 Notice accordingly demands that Caesars Entertainment immediately payWilmington Savings Fund Society, FSB, cash in an amount of not less than $3.7 billion, plus accrued and unpaid interest (including without limitation the $184million interest payment due December 15, 2014 that CEOC elected not to pay) and accrued and unpaid attorneys’ fees and other expenses. The February 13Notice also alleges that the interest, fees and expenses continue to accrue.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”). TheFebruary 18 Notice alleges that CEOC’s commencement of its voluntary Chapter 11 bankruptcy case constituted an event of default under the indenture governingthe 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 isresponsible for paying CEOC’s obligations on the 12.75% Second-Priority Notes, including CEOC’s obligation to timely pay all principal, interest and anypremium 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 stillbinding. The February 18 Notice therefore demands that CEC immediately pay BOKF cash in an amount of not less than $750 million, plus accrued and unpaidinterest, accrued and unpaid attorneys’ fees, and other expenses. The February 18 Notice also alleges that the interest, fees and expenses continue to accrue.In accordance with the terms of the applicable indentures, CEC is not subject to the above-described guarantees. As a result, we believe the demands for paymentare meritless.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 successortrustee 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 federaldistrict 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, and9.00% Senior Secured Notes due 2020. Plaintiffs in these actions allege that CEOC’s filing of its voluntary Chapter 11 bankruptcy case constitutes an event ofdefault under the indentures governing these notes, causing all principal and interest to become immediately due and payable, and that CEC is obligated to makethose payments pursuant to parent guarantee provisions in the indentures governing these notes that plaintiffs allege are still binding. Both plaintiffs bring claimsfor 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 anadditional claim for intentional interference with contractual relations. The cases have both been assigned to the same judge presiding over the other ParentGuarantee Lawsuits (as defined below) that are taking place in Manhattan. CEC filed its answer to the BOKF complaint on March 25, 2015, and to the UMBcomplaint on August 10, 2015. On June 25, 2015, and June 26, 2015, BOKF and UMB, respectively, moved for partial summary judgment, specifically on theirclaims alleging a violation of the Trust Indenture Act of 1939, seeking both declaratory relief and damages. On August 27, 2015, those motions were denied. Thecourt, 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 ofAppeals for the Second Circuit, and on December 22, 2015, the appellate court denied our motion for leave to appeal. On November 20, 2015, BOKF and UMBagain moved for partial summary judgment. These motions likewise were denied.On October 20, 2015, Wilmington Trust, National Association (“Wilmington Trust”), filed a lawsuit (the “New York Senior Notes Lawsuit” and, together with theDelaware Second Lien Lawsuit, the Delaware First Lien Lawsuit, the Senior Unsecured Lawsuits, the New York Second Lien Lawsuit, and the New York FirstLien Lawsuit, the “Parent Guarantee Lawsuits”) against CEC in federal district court in Manhattan in its capacity as successor indenture trustee for CEOC’s10.75% 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 Notespursuant to a parent guarantee provision in the indenture governing those notes that plaintiff alleges is still in effect. Plaintiff raises claims for violations of theTrust 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 anddeclaratory relief. CEC filed its answer to the complaint on November 23, 2015, and the parties have begun fact discovery.On March 11, 2015, CEOC filed an adversary proceeding in bankruptcy court requesting that the Parent Guarantee Lawsuits be enjoined against all defendantsthrough plan confirmation; in subsequent submissions, CEOC stated that it sought a temporary stay of those lawsuits until 60 days after the issuance of a finalreport by the Bankruptcy Examiner. CEOC argued that69CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)contemporaneous prosecution of related claims against CEC would impair the bankruptcy court’s jurisdiction over the Debtors’ reorganization by threatening theDebtors’ ability to recover estate property for the benefit of all creditors, diminishing the prospects of a successful reorganization, and depleting property of theestate. 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 theNorthern 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 theParent Guarantee Lawsuits and remanded the case for further proceedings. On February 26, 2016, the bankruptcy court granted CEOC’s motion for a temporarystay 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 remainin 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. None ofthe rulings on CEOC’s request to enjoin the Parent Guarantee Lawsuits addresses the merits of those actions.We believe that the claims and demands described above against CEC are without merit and we intend to defend the Company vigorously. The claims againstCEOC have been stayed due to the Chapter 11 process and, except as described above, the actions against CEC have been allowed to continue. See additionaldisclosure relating to CEOC’s Chapter 11 filing in Note 1. We believe that the Noteholder Disputes and the Parent Guarantee Lawsuits have a reasonably possiblelikelihood of an adverse outcome. Should these matters ultimately be resolved through litigation outside of the financial restructuring of CEOC (the “FinancialRestructuring”), and should a court find in favor of the claimants in some or all of the Noteholder Disputes, such determination would likely lead to a CECreorganization under Chapter 11 of the Bankruptcy Code (see Note 1). We are not able to estimate a range of reasonably possible losses should any of theNoteholder Disputes ultimately be resolved against us, although they could potentially exceed $11 billion.CEC-CAC Merger LitigationOn December 30, 2014, Nicholas Koskie, on behalf of himself and, he alleges, all others similarly situated, filed a lawsuit (the “Merger Lawsuit”) in the ClarkCounty District Court in the State of Nevada against CAC, CEC and members of the CAC board of directors Marc Beilinson, Philip Erlanger, Dhiren Fonseca, DonKornstein, Karl Peterson, Marc Rowan, and David Sambur (the individual defendants collectively, the “CAC Directors”). The Merger Lawsuit alleges claims forbreach of fiduciary duty against the CAC Directors and aiding and abetting breach of fiduciary duty against CAC and CEC. It seeks (1) an order directing the CACDirectors to fulfill alleged fiduciary duties to Merger Law CAC in connection with the proposed merger between CAC and CEC announced on December 22, 2014(the “Proposed Merger”), specifically by announcing their intention to (a) cooperate with bona fide interested parties proposing alternative transactions, (b) ensurethat no conflicts exist between the CAC Directors’ personal interests and their fiduciary duties to maximize shareholder value in the Proposed Merger, or resolveall such conflicts in favor of the latter, and (c) act independently to protect the interests of the shareholders; (2) an order directing the CAC Directors to account forall damages suffered or to be suffered by plaintiff and the putative class as a result of the Proposed Merger; and (3) an award to plaintiff for his costs and attorneys’fees. It is unclear whether the Merger Lawsuit also seeks to enjoin the Proposed Merger. CEC believes that this lawsuit is without merit and will defend itselfvigorously. The deadline to respond to the Merger Lawsuit has been adjourned without a date by agreement of the parties.Employee Benefit ObligationsIn December 1998, Hilton Hotels Corporation (“Hilton”) spun-off its gaming operations as Park Place Entertainment Corporation (“Park Place”). In connectionwith the spin-off, Hilton and Park Place entered into various agreements, including an Employee Benefits and Other Employment Allocation Agreement datedDecember 31, 1998 (the “Allocation Agreement”) whereby Park Place assumed or retained, as applicable, certain liabilities and excess assets, if any, related to theHilton Hotels Retirement Plan (the “Hilton Plan”) based on the benefits of Hilton employees and Park Place employees. CEOC is the ultimate successor to thisAllocation Agreement. In 2013, a lawsuit was settled related to the Hilton Plan, which retroactively and prospectively increased total benefits to be paid under theHilton Plan. In 2009, we received a letter from Hilton, notifying us of a lawsuit related to the Hilton Plan that alleged that CEC had a potential liability for theadditional claims under the terms of the Allocation Agreement. Based on conversations between our representative and a representative of the defendants, werecorded a charge of $25 million during the second quarter 2010, representing CEC’s (including subsidiaries) allocated share of the total damages estimate.In December 2013, we received a letter from Hilton notifying us that all final court rulings have been rendered in relation to this matter. We were subsequentlyinformed that CEC’s obligation under the Allocation Agreement was approximately $54 million , and that approximately $19 million relates to contributions forhistorical periods and approximately $35 million relates to estimated future contributions. We met with Hilton representatives in March 2014 and had discussionssubsequently. We cannot currently predict the ultimate outcome of this matter, but continue to believe that we may have various defenses against such claims,including70CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)defenses as to the amount of liabilities. On November 21, 2014, in response to a letter from Hilton, we agreed to attempt to mediate a resolution of the matter. OnDecember 24, 2014, Hilton sued CEC and CEOC in federal court in Virginia primarily under the Employee Retirement Income Security Act (“ERISA”), and alsounder state contract and unjust enrichment law theories, for monetary and equitable relief in connection with this ongoing dispute. Hilton amended its lawsuit inJanuary 2015 to remove CEOC as a defendant. We moved to dismiss the lawsuit in February 2015, and that motion was argued in March 2015. On April 14, 2015,the Court issued an Opinion dismissing with prejudice the unjust enrichment claim, and transferring the purported contract and ERISA claims to the NorthernDistrict of Illinois, as had been requested by CEC. The Northern District of Illinois subsequently referred the case to the Bankruptcy Court presiding over theCEOC bankruptcy. Hilton moved to have the Bankruptcy Court refer the matter back to the federal district court. Also, in early September 2015, CEC moved todismiss the remaining ERISA and contract claims in their entirety. Hilton opposed that motion as to its ERISA claims on September 30, 2015 and volunteered tostipulate to the dismissal of the contract claims without prejudice. CEC will not consent to the dismissal of contract claims unless the dismissal is withprejudice. CEC filed a reply brief in further support of its motion to dismiss on October 21, 2015. Both motions are pending decisions.Other MattersIn 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 itsparticipating subsidiaries (“CEC Group”) from the plan. NRF claims that CEOC’s bankruptcy presents an “actuarial risk” to the plan because, depending on theoutcome 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 Groupthat 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 theobligation to contribute to NRF exists. It is completely current with respect to pension contributions. We opposed the NRF actions in the appropriate legal forumsincluding seeking a declaratory judgment in federal district court challenging NRF’s authority to expel the CEC Group and also seeking relief in the CEOCbankruptcy proceeding. The parties entered into a Standstill Agreement in March 2015 staying the CEC Group’s obligation to commence quarterly payments andinstead continue making its monthly contributions, and also setting a briefing schedule in the bankruptcy proceeding for both CEOC’s motion that NRF’s actionviolated the automatic stay and our motion to extend the stay to encompass NRF’s collection lawsuit against CEC. The Bankruptcy Court denied CEOC’s motionthat NRF’s action violated the automatic stay but our motion to extend the stay to encompass NRF’s collection lawsuit against CEC is still pending. The StandstillAgreement remains in effect. Also, the federal district court has granted NRF’s motion to dismiss CEC’s declaratory judgment action agreeing with NRF that thegoverning statute requires that the issue must first be arbitrated. CEC has filed its Notice of Appeal challenging the district court’s ruling.We believe our legal arguments against the actions undertaken by NRF are strong and will pursue them vigorously. Because legal proceedings with respect to thismatter are at the preliminary stages, we cannot currently provide assurance as to the ultimate outcome of the matters at issue.In recent years, governmental authorities have been increasingly focused on anti-money laundering (“AML”) policies and procedures, with a particular focus onthe 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 theFinancial Crimes Enforcement Network of the United States Department of the Treasury (“FinCEN”), stating that FinCEN was investigating Caesars Palace foralleged violations of the Bank Secrecy Act to determine whether it is appropriate to assess a civil penalty and/or take additional enforcement action against CaesarsPalace. Caesars Palace responded to FinCEN’s letter in January 2014. Additionally, we were informed in October 2013 that a federal grand jury investigationregarding anti-money laundering practices of the Company 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 towhich 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 inCaesars Palace’s bankruptcy proceedings. In addition, Caesars Palace agreed to conduct periodic external audits and independent testing of its AML complianceprogram, report to FinCEN on mandated improvements, adopt a rigorous training regime, and engage in a “look-back” for suspicious transactions. The terms of theFinCEN settlement were approved by the bankruptcy court on October 19, 2015.71CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)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 isreported to FinCEN and to resubmit its updated AML policies. On September 17, 2015, the settlement agreement was approved by the Nevada GamingCommission . CEOC continues to cooperate with the Department of Justice in its investigation of this matter.Caesars is party to other ordinary and routine litigation incidental to our business. We do not expect the outcome of any such litigation to have a material effect onour consolidated 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 resultof such litigation.Note 5 — Summary of Significant Accounting PoliciesAdditional accounting policy disclosures are provided within the applicable notes to the consolidated financial statements.Cash and Cash EquivalentsCash equivalents are highly liquid investments with original maturities of three months or less from the date of purchase and are stated at the lower of cost ormarket value. Our cash and cash equivalents as of December 31, 2015 and 2014 , includes $1.1 billion and $944 million , respectively, held by our consolidatedVIEs, which is not available for our use to fund operations or satisfy our obligations.Restricted CashAs of December 31, 2015 and 2014 , we had $168 million and $185 million of restricted cash, respectively, comprised of current and non-current portions.Restricted cash includes cash reserved under loan agreements for (a) development projects and (b) certain expenditures incurred in the normal course of business,such as interest services, real estate taxes, casualty insurance, and capital improvements; and certain other cash deposits that are designated by management forspecific purpose.ReceivablesWe issue credit to approved casino customers following investigations of creditworthiness. Business or economic conditions or other significant events could affectthe collectibility of these receivables. Accounts receivable are typically non-interest bearing and are initially recorded at cost.Marker play represents a significant portion of our overall table games volume. We maintain strict controls over the issuance of markers and aggressively pursuecollection from those customers who fail to pay their marker balances timely. These collection efforts include 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 arenot legally enforceable instruments in some foreign countries, but the United States’ assets of foreign customers may be reached to satisfy judgments entered in theUnited States. We consider the likelihood and difficulty of enforceability, among other factors, when we issue credit to customers who are not residents of theUnited States.Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. Wereserve an estimated amount for gaming receivables that may not be collected to reduce the Company’s receivables to their net carrying amount. Methodologies forestimating the allowance for doubtful accounts range from specific reserves to various percentages applied to aged receivables. Historical collection rates areconsidered, as are customer relationships, in determining specific reserves. As with many estimates, management must make judgments about potential actions bythird parties in establishing and evaluating our reserves for allowance for doubtful accounts. Receivables are reported net of the allowance for doubtful accounts.72CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Allowance for Doubtful Accounts(In millions)2015 2014 2013Balance as of January 1$196 $162 $202Charged to income11 50 29Charge-offs less recoveries3 (16) (69)CEOC deconsolidation(162) — —Balance as of December 31$48 $196 $162Revenue RecognitionProperty RevenuesCasino revenues are measured by the aggregate net difference between gaming wins and losses. Funds deposited by customers in advance and chips in thecustomers’ possession are recognized as a liability before gaming play occurs. Food and beverage, rooms, and other operating revenues are recognized whenservices are performed. Advance deposits on rooms and advance ticket sales are recorded as a deposit liability until services are provided to the customer. Salestaxes 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 oroperating expenses.The retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenues and then deducted aspromotional allowances. See Note 15 .Interactive Entertainment Revenues: Social and Mobile GamesCIE derives revenue from the sale of virtual currencies within casino-themed social and mobile games that are played on various global social and mobile third-party platforms. CIE's primary social and mobile games, Slotomania and Bingo Blitz, operate on a free-to-play model, whereby game players may collect virtualcurrency or other virtual consumable goods free of charge and have the ability to send free “gifts” of virtual goods to their friends through interactions with certainsocial platforms. Game players also may purchase additional virtual goods above and beyond the level of free virtual goods available to that player. Purchasedvirtual goods are deposited into the player’s account and are then not separately identifiable from virtual goods previously obtained by the player.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.However, CIE is unable to distinguish between whether purchased or free virtual currency is being consumed; therefore, CIE must estimate the amount ofoutstanding purchased virtual currency at each reporting period based on customer behavior. CIE records within accrued expenses and other current liabilities thedeferred revenue associated with its social and mobile games, and also records within prepayments and other current assets the prepaid platform fees associatedwith this deferred revenue.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 anamount after deducting a platform fee. CIE is the primary obligor with its customers under these arrangements, retains the ability to establish the pricing for itsvirtual currencies, and assumes all credit risk with its customers. Based upon these facts, CIE recognizes revenue from its game-playing customers on a gross basisand related platform fees are recorded as a component of operating expense. Sales taxes collected from customers on behalf of governmental authorities areaccounted for on a net basis and are not included in net revenues or operating expenses.Other RevenueOther revenue primarily includes revenue from third-party real estate leasing arrangements at our casino properties, revenue from company-operated retail stores,revenue from our entertainment venues and The High Roller observation wheel, and management fee revenue earned by CEOC through its management of third-party casino properties, until its deconsolidation in January 2015.AdvertisingThe Company expenses the production costs of advertising the first time the advertising takes place. Advertising expense was $192 million , $270 million , and$208 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively.73CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Other Operating CostsOther operating costs primarily includes write-downs, reserves, and project opening costs, net of recoveries and acquisition and integration costs.Note 6 — Recently Issued Accounting PronouncementsThe Financial Accounting Standards Board (“FASB”) issued the following authoritative guidance amending the FASB Accounting Standards Codification. During2015, we adopted Account Standards Update No. 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes , (see Note 18 ) and No. 2015-03,Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs , (see Note 13 ).Revenue Recognition - May 2014 (amended August 2015) : Created a new Topic 606, Revenue from Contracts with Customers . The new guidance is intended toclarify the principles for recognizing revenue and to develop a common revenue standard for United States GAAP applicable to revenue transactions. Thisguidance provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects theconsideration to which the entity expects to be entitled in exchange for those goods or services. Existing industry guidance will be eliminated, including revenuerecognition guidance specific to the gaming industry. In addition, interim and annual disclosures will be substantially revised. This guidance is effective for annualreporting periods beginning after December 15, 2017, including interim periods within those reporting periods. Earlier application is permitted only as of annualreporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We expect to adopt this standard effectiveJanuary 1, 2017. We are currently assessing the impact the adoption of this standard will have on our financial statements; however, we expect that the accountingfor our customer loyalty programs and casino promotional allowances will be affected.Going Concern - August 2014 : Amended the existing requirements for disclosing information about an entity’s ability to continue as a going concern. Thisguidance explicitly requires management to assess an entity’s ability to continue as a going concern and to provide related footnote disclosure in certaincircumstances. This guidance is effective for annual reporting periods ending after December 15, 2016, and for annual and interim reporting periods thereafter.Early adoption is permitted. We are currently assessing the effect the adoption of this standard will have on our financial statements.Consolidation - February 2015 : Amended Topic 810, Consolidation . The new guidance affects reporting entities that are required to evaluate whether theyshould consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the accountingstandard by placing more emphasis on risk of loss when determining a controlling financial interest. A reporting organization may no longer have to consolidate alegal entity in certain circumstances based solely on its fee arrangement, when certain criteria are met. Further, the new guidance reduces the frequency of theapplication of related-party guidance when determining a controlling financial interest in a VIE and changes consolidation conclusions in several industries thattypically make use of VIEs. The new guidance is effective for periods beginning after December 15, 2015 for public companies. We are adopting this standard asof January 1, 2016, and are in the process of evaluating the effect it will have on our financial statements, if any.Recognition and Measurement of Financial Instruments - January 2016: The amendments in this update address certain aspects of recognition, measurement,presentation, and disclosure of financial instruments. Among other things, they require equity investments (except those accounted for under the equity method ofaccounting or those that result in consolidation) to be measured at fair value with any changes in fair value recognized in net income and simplify the impairmentassessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. The new guidance iseffective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted on certain provisions. Weare currently assessing the effect the adoption of this standard will have on our financial statements.Leases - February 2016: The new guidance requires lease obligations to be recognized on the balance sheet. This guidance is effective for fiscal years, and interimperiods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. We are currently assessing the effect the adoption of thisstandard will have on our financial statements.74CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Note 7 — Acquisitions and Discontinued OperationsAcquisitio nsPacific InteractiveIn February 2014, CIE acquired Pacific Interactive UK Limited (“Pacific Interactive”) and the assets of various affiliates, a social and mobile games developer andowner of House of Fun Slots , which was not considered material. CIE recorded contingent consideration payable of approximately $29 million associated with thisacquisition as of the acquisition date. This contingent consideration was subsequently adjusted to its estimated fair market value totaling $66 million as ofDecember 31, 2014 . The liabilities were paid during the first and second quarter of 2015.Discontinued OperationsDiscontinued operations primarily include properties owned by CEOC, which was deconsolidated effective January 15, 2015 (see Note 3 ). Years Ended December 31,(In millions)2015 2014 2013Net revenues Showboat Atlantic City$— $115 $199Harrah’s Tunica— 46 130Other— 2 14Total net revenues$— $163 $343 Pre-tax loss from operations Showboat Atlantic City$(6) $(59) $(66)Harrah’s Tunica— (120) (140)Other(1) (34) (33)Total pre-tax loss from discontinued operations$(7) $(213) $(239) Loss, net of income taxes Showboat Atlantic City$(6) $(38) $(83)Harrah’s Tunica— (120) (91)Other(1) (34) (33)Total loss from discontinued operations, net of income taxes$(7) $(192) $(207) Tangible and intangible asset impairments Showboat Atlantic City$— $10 $69Harrah’s Tunica— 68 118Other— 17 12Total impairments from discontinued operations$— $95 $199Showboat Atlantic CityCEOC closed its Showboat Atlantic City casino permanently effective August 2014 and subsequently sold it in December 2014 for $18 million . In 2014 weaccrued severance and other exit costs totaling $26 million and recognized a tangible asset impairment of $10 million . As of December 31, 2014, this transactionhad not met the requirements of a completed sale of real estate for75CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)accounting purposes. As a result, the $18 million in assets were classified as held for sale and the sale proceeds were recorded as a liability. In 2015, therequirements for recognition as a completed sale were met.Harrah’s TunicaCEOC closed its Harrah’s Tunica casino permanently effective June 2014 and recorded intangible and tangible asset impairment charges totaling $68 million andaccrued exit costs of $16 million associated with the closure of this casino. Harrah’s Tunica was sold by CEOC in January 2016.Note 8 — Property and EquipmentWe have significant capital invested in our long-lived assets, and judgments are made in determining their estimated useful lives and salvage values and if or whenan asset (or asset group) has been impaired. The accuracy of these estimates affects the amount of depreciation and amortization expense recognized in ourfinancial results and whether we have a gain or loss on the disposal of an asset. We assign lives to our assets based on our standard policy, which is established bymanagement as representative of the useful life of each category of asset.We review the carrying value of our long-lived assets whenever events and circumstances indicate that the carrying value of an asset may not be recoverable fromthe estimated future cash flows expected to result from its use and eventual disposition. As necessary, we typically estimate the fair value of assets starting with a“Replacement Cost New” approach and then deduct appropriate amounts for both functional and economic obsolescence to arrive at the fair value estimates. Otherfactors considered by management in performing this assessment may include current operating results, trends, prospects, and third-party appraisals, as well as theeffect of demand, competition, and other economic, legal, and regulatory factors. In estimating expected future cash flows for determining whether an asset isimpaired, assets are grouped at the lowest level of identifiable cash flows, which, for most of our assets, is the individual property. These analyses are sensitive tomanagement assumptions and the estimates of the obsolescence factors. Changes in these assumptions and estimates could have a material impact on the analysesand the consolidated financial statements.Additions to property and equipment are stated at cost. We capitalize the costs of improvements that extend the life of the asset. We expense maintenance andrepair costs as incurred. Gains or losses on the dispositions of property and equipment are recognized in the period of disposal. Interest expense is capitalized oninternally constructed assets at the applicable weighted-average borrowing rates of interest. Capitalization of interest ceases when the project is substantiallycomplete or construction activity is suspended for more than a brief period of time. Interest capitalized was $12 million , $45 million , and $38 million for the yearsended December 31, 2015 , 2014 , and 2013 , respectively.Useful LivesLand improvements 12yearsBuildings20to40yearsBuilding and leasehold improvements5to20yearsRiverboats and barges 30yearsFurniture, fixtures, and equipment2.5to20years76CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Property and Equipment, Net As of December 31,(In millions)2015 2014Land and land improvements$3,584 $6,218Buildings, riverboats, and improvements4,134 7,506Furniture, fixtures, and equipment1,326 2,685Construction in progress59 302Total property and equipment9,103 16,711Less: accumulated depreciation(1,505) (3,255)Total property and equipment, net$7,598 $13,456Depreciation Expense Years Ended December 31,(In millions)2015 2014 2013Depreciation expense$306 $574 $572Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease and is included in depreciationand amortization, corporate expense, and loss from discontinued operations.Tangible Asset Impairments Years Ended December 31,(In millions)2015 2014 2013Continuing operations$1 $60 $2,381In 2014, due to a decline in recent performance and downward adjustments to expectations of future performance, we performed an impairment assessment forcertain of our properties resulting in an impairment charge primarily related to a property in Reno, Nevada.In 2013, the pricing of certain casino property sales that occurred in the Atlantic City market indicated a substantial decline in market price had occurred forcasinos in Atlantic City and the fair value assessment we performed of the properties resulted in impairment charges. In addition, we determined that deterioratinggaming volumes in certain of our markets made it necessary to complete an impairment assessment on certain of our properties, resulting in impairments related toour land holdings in Biloxi, Mississippi, and a real estate project and certain properties in Atlantic City, New Jersey.Note 9 — Goodwill and Other Intangible AssetsThe purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date ofacquisition. We determine 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 andliabilities assumed, such excess is recorded as goodwill.We perform our annual goodwill impairment assessment as of October 1. We perform this assessment more frequently if impairment indicators exist. Wedetermine the estimated fair value of each reporting unit based on a combination of earnings before interest, taxes, depreciation and amortization (“EBITDA”),valuation multiples, and estimated future cash flows discounted at rates commensurate with the capital structure and cost of capital of comparable marketparticipants, giving appropriate consideration to the prevailing borrowing rates within the casino industry in general. We also evaluate the aggregate fair value ofall of our reporting units and other non-operating assets in comparison to our aggregate debt and equity market capitalization at the test date. EBITDA multiplesand discounted cash flows are common measures used to value businesses in our industry.77CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)We perform our annual impairment assessment of other non-amortizing intangible assets as of October 1. We perform this assessment more frequently ifimpairment indicators exist. We determine the estimated fair value of our 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, anddiscount rates to determine their estimated fair value. Changes in these assumptions can materially affect these estimates. Thus, to the extent gaming volumesdeteriorate in the near future, discount rates increase significantly, or we do not meet our projected performance, we could have impairments to record in the futureand such impairments could be material.Changes in Carrying Value of Goodwill by Segment(In millions)CEOC CERP CGP Casinos CIE CEC TotalGross Goodwill Balance as of January 1, 2014$5,435 $3,894 $25 $87 $9,441Additions— — — 13 13Transfers (1)(1,141) — 1,141 — —Balance as of December 31, 20144,294 3,894 1,166 100 9,454Accumulated Impairment Balance as of January 1, 2014(4,175) (2,203) — — (6,378)Impairment (2)(251) (289) (155) (15) (710)Transfers (1)805 — (805) — —Balance as of December 31, 2014(3,621) (2,492) (960) (15) (7,088)Net Carrying Value, December 31, 2014$673 $1,402 $206 $85 $2,366 Gross Goodwill Balance as of January 1, 2015$4,294 $3,894 $1,166 $100 $9,454Additions— — — 3 3CEOC Deconsolidation(4,294) — — — (4,294)Balance as of December 31, 2015— 3,894 1,166 103 5,163Accumulated Impairment Balance as of January 1, 2015(3,621) (2,492) (960) (15) (7,088)CEOC Deconsolidation3,621 — — — 3,621Balance as of December 31, 2015— (2,492) (960) (15) (3,467)Net Carrying Value, December 31, 2015$— $1,402 $206 $88 $1,696____________________(1) During 2014, CGP purchased four properties from CEOC (see Note 19).(2) CIE impairment during 2014 related to CIE RMG BEL, LLC is included in discontinued operations. (See Note 7 ).78CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Changes in Carrying Value of Intangible Assets Other Than Goodwill Amortizing Non-Amortizing Total(In millions)2015 2014 2015 2014 2015 2014Balance as of January 1$636 $730 $2,514 $2,758 $3,150 $3,488Additions (1)— 50 — — — 50Impairments— (2) — (240) — (242)Amortization expense(89) (133) — — (89) (133)CEOC Deconsolidation(152) — (2,366) — (2,518) —Other— (9) — (4) — (13)Balance as of December 31$395 $636 $148 $2,514 $543 $3,150____________________(1) During 2014, we increased our amortizing intangible assets $50 million , primarily as a result of the Pacific Interactive acquisition (see Note 7 ).During 2014 and 2013, as a result of a decline in recent performance and downward adjustments to expectations of future performance in certain of our markets,we recognized impairment charges related to goodwill, trademarks, and gaming rights for certain of our properties.Intangible Asset Impairment Charges - Continuing Operations Years Ended December 31,(In millions)2015 2014 2013Goodwill$— $695 $104Trademarks— 13 101Gaming Rights and other— 226 245Total impairment charges$— $934 $450Gross Carrying Value and Accumulated Amortization of Intangible Assets Other Than Goodwill December 31, 2015 December 31, 2014(Dollars in millions)Weighted Average Remaining Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying AmountAmortizing intangible assets Customer relationships5.4 $917 $(589) $328 $1,265 $(736) $529Contract rights9.1 3 (1) 2 84 (81) 3Patented technology2.2 86 (49) 37 188 (109) 79Gaming rights and other8.3 52 (24) 28 47 (22) 25 $1,058 $(663) 395 $1,584 $(948) 636Non-amortizing intangible assets Trademarks 126 1,580Gaming rights 22 934 148 2,514Total intangible assets other than goodwill $543 $3,150The aggregate amortization expense for intangible assets that continue to be amortized was $89 million in 2015 , $133 million in 2014 , and $163 million in 2013 .79CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Estimated Five-Year Amortization Years Ended December 31,(In millions)2016 2017 2018 2019 2020Estimated annual amortization expense$82 $79 $63 $56 $54Note 10 — Fair Value MeasurementsOur assessment of goodwill and other intangible assets for impairment includes an assessment using various Level 2 (EBITDA multiples and discount rate) andLevel 3 (forecasted cash flows) inputs. See Note 9 for more information on the application of the use of fair value to measure goodwill and other intangible assets.We have not elected the fair value measurement option available under GAAP for any of our assets or liabilities that meet the criteria for this option. The followingfinancial and non-financial assets and liabilities of the Company are measured at fair value on a recurring basis.Investments Measured at Fair Value on a Recurring Basis(In millions)Balance Level 1 Level 2 Level 3December 31, 2015 Assets: Equity securities$4 $4 $— $—Government bonds67 — 67 —Total assets at fair value$71 $4 $67 $— December 31, 2014 Assets: Equity securities$15 $15 $— $—Government bonds70 — 70 —Total assets at fair value$85 $15 $70 $—Investments primarily consist of equity and debt securities held by our captive insurance entities that are traded in active markets, have readily determined marketvalues and have maturity dates of greater than three months from the date of purchase. The majority of these investments are primarily used as collateral for severalescrow and trust agreements with third-party beneficiaries and are recorded in deferred charges and other in our balance sheets while a portion is included inprepayments and other current assets. As of December 31, 2015 and 2014 , gross unrealized gains and losses on marketable securities were not material.Derivative InstrumentsAs of December 31, 2014, CEOC had eight interest rate swap agreements that were not designated as accounting hedges and had notional amounts totaling $5.8billion and a total fair value liability of $6 million . These interest rate swaps expired and were settled for $17 million during the first quarter of 2015. We did notrenew the swap agreements or enter into any replacement instruments. The derivative settlements under the terms of the interest rate swap agreements wererecognized as interest expense and were paid monthly or quarterly prior to their expiration in January 2015. The net periodic cash settlement amount for thesederivatives totaled $177 million and $172 million for the years ended December 2014 and 2013, respectively. Interest expense related to the derivatives was $7million , $17 million , and $34 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively.For the year ended December 31, 2013, we reclassified $4 million from accumulated other comprehensive loss into net loss on derivatives designated asaccounting hedges.Items Measured at Fair Value on a Non-recurring BasisAs of December 31, 2015, the fair values of our intangible and tangible assets equaled or exceeded their carrying values, and therefore, we had no related assetsmeasured at fair value. As of December 31, 2014, the total of our intangible and tangible assets80CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)that were required to be measured at fair value for our year end goodwill impairment and other intangible assets impairment assessment was $848 million , and werecorded impairment charges related to these assets totaling $642 million for the year then ended. Market and income approaches were used to value the intangibleand tangible assets. Inputs included an expected range of market values, probability estimated by management that each value could be achieved, expected cashflows, recent comparable transactions, discounted cash flows, discount rate, royalty rate, growth rate, and tax rate.We classify the items measured at fair value on a non-recurring basis within level 3 in the fair value hierarchy.Note 11 — Accrued Expenses and Other Current LiabilitiesSelf-Insurance AccrualsPrior to the deconsolidation of CEOC, we were self-insured for employee medical coverage (health, dental and vision). We now prepay CEOC for estimatedemployee medical insurance claims with residual differences between estimated and actual claims being reported in due to/from affiliates. We continue to be self-insured for workers’ compensation and other risk products through our captive insurance subsidiaries and provide insurance coverage to CEOC through thesecaptives. We receive insurance premiums from CEOC on an installment basis, which are intended to cover claims processed on CEOC’s behalf.Our insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of actuarial estimates of incurred but notreported claims. In estimating these reserves, historical loss experience and judgments about the expected levels of costs per claim are considered. These claims areaccounted for based on actuarial estimates of the undiscounted claims, including those claims incurred but not reported. We believe the use of actuarial methods toaccount for these liabilities provides a consistent and effective way to measure these highly judgmental accruals. We regularly monitor the potential for changes inestimates, evaluate our insurance accruals, and adjust our recorded provisions. Self-insurance accruals are included in the table below.Detail of Accrued Expenses and Other Current Liabilities As of December 31, CEOC(In millions)2015 2014 2014 (1)Payroll and other compensation$171 $220 $125Self-insurance accruals168 204 35Advance deposits76 150 83Accrued taxes34 146 106Total Rewards liability1 47 46Other accruals138 432 257Total accrued expenses and other current liabilities$588 $1,199 $652____________________(1) CEOC was deconsolidated effective January 15, 2015, therefore no amounts are reported for CEOC as of December 31, 2015. See Note 3 . CEOC amounts are included in consolidated2014 balances above.Note 12 — LeasesWe lease both real estate and equipment used in our operations. As of December 31, 2015 , the remaining lives of our operating leases ranged from 1 to 82 years ,with various automatic extensions totaling up to 78 years . For the years ended December 31, 2015 , 2014 , and 2013 , rental expense for operating leases was $72million , $137 million , and $131 million , respectively. In addition to minimum rental commitments, certain of our operating leases provide for contingent rentalsbased on a percentage of revenues in excess of specified amounts.81CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Future Minimum Rental Commitments(In millions)CapitalLeases OperatingLeases2016$6 $3820172 392018— 402019— 402020— 402021 and thereafter— 558Total minimum rental commitments8 $755Less amounts representing interest— Present value of net minimum lease payments$8 Note 13 — DebtSummary of Debt by Financing Structure As of December 31, 2015 2014(In millions)Face Value Book Value Book ValueCERP$4,694 $4,627 $4,754CGP2,402 2,337 2,312CEOC (1)— — 15,930CEC— — 13Total debt7,096 6,964 23,009Current portion of long-term debt(187) (187) (15,779)Long-term debt$6,909 $6,777 $7,230Fair value of debt$6,421 ____________________(1) CEOC was deconsolidated effective January 15, 2015, therefore no amounts are reported for CEOC debt as of December 31, 2015. See Note 3 .82CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Annual Estimated Debt Service Requirements Years ended December 31,(In millions)2016 2017 2018 2019 2020 Thereafter TotalPrincipal CERP$117 $27 $25 $25 $3,350 $1,150 $4,694CGP70 21 25 201 300 1,785 2,402Total principal187 48 50 226 3,650 2,935 7,096 Estimated Interest CERP390 390 400 400 400 130 2,110CGP190 190 190 190 170 150 1,080Total interest580 580 590 590 570 280 3,190 Principal and Interest CERP507 417 425 425 3,750 1,280 6,804CGP260 211 215 391 470 1,935 3,482Total principal and interest$767 $628 $640 $816 $4,220 $3,215 $10,286Summary of Debt and Revolving Credit Facility Cash Flows from Financing Activities December 31, 2015 December 31, 2014(In millions)Proceeds Repayments Proceeds RepaymentsCERP Term Loan$— $(25) $— $(25)CERP Senior Secured Revolver230 (330) 295 (115)CGPH Term Loan— (12) 1,141 —CGPH Senior Secured Revolving Credit Facility80 (35) — —CGPH First Closing Term Loan— — 693 (700)CGPH Notes— — 660 —Horseshoe Baltimore Credit Facility— — 76 —Horseshoe Baltimore FF&E Facility— (3) 30 —Cromwell Credit Facility— (10) — —Planet Hollywood Loan Agreement— — — (495)Incremental Term Loans— — 1,528 (1,275)Other debt activity— (25) 13 (189)Capital lease payments— (10) — (34)Total$310 $(450) $4,436 $(2,833)Current Portion of Long-Term DebtThe current portion of long-term debt is $187 million as of December 31, 2015 . For CERP, the current portion of long-term debt is $117 million , which includesthe $80 million outstanding under CERP’s revolving credit facility as well as principal payments on its senior secured loan, other unsecured borrowings, andcapitalized lease obligations that are expected to be paid within twelve months. For CGP, the current portion of long-term debt is $70 million , which includes the$45 million outstanding under the CGPH revolving credit facility as well as principal payments on term loans, special improvement district bonds, and variouscapitalized lease obligations that are expected to be paid within 12 months.83CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Borrowings under the revolving credit facilities are each subject to separate note agreements executed based on the provisions of the applicable credit facilityagreements, and each note has a contractual maturity of less than one year. The applicable credit facility agreements each have a contractual maturity of greaterthan one year, and we have the ability to rollover the outstanding principal balances on a long-term basis; however, we currently intend to repay the principalbalances within the following 12 months. Amounts borrowed under the revolving credit facilities are intended to satisfy short term liquidity needs and areclassified as current.CEOC reclassified all of the debt impacted by its bankruptcy to current as of December 31, 2014. CEOC’s current portion of long-term debt at December 31, 2014,net of unamortized discount and deferred finance charges of $2.2 billion , was $15.7 billion .Debt Discounts and Deferred Finance ChargesDebt discounts and deferred finance charges incurred in connection with the issuance of debt are amortized to interest expense based on the related debtagreements primarily using the effective interest method. Unamortized discounts are written off and included in our gain or loss calculations to the extent weextinguish debt prior to its original maturity date. Effective for our quarter ended June 30, 2015, we adopted authoritative guidance amending the existingrequirements for the presentation of deferred finance charges. The amendments to the guidance require that deferred finance charges related to a recognized debtliability be presented in the balance sheet as a direct deduction from that debt liability, consistent with the presentation of a debt discount. As ofDecember 31, 2014, we have reclassified $204 million of unamortized deferred finance charges from deferred charges and other assets to long-term debt.As of December 31, 2015 and 2014 , book values of debt are presented net of unamortized discounts and deferred finance charges of $132 million and $2.6 billion ,respectively.Fair ValueWe calculate the fair value of debt based on borrowing rates available as of December 31, 2015 , for debt with similar terms and maturities, and based on marketquotes of our publicly traded debt. We classify the fair value of debt within level 1 and level 2 in the fair value hierarchy.CERP Debt As December 31, 2015 2014Detail of Debt (Dollars in millions)Final Maturity Rate(s) (1) Face Value Book Value Book ValueCERP Credit Facilities CERP Term Loan (2)2020 7.00% $2,450 $2,403 $2,420CERP Senior Secured Revolving Credit Facility (3)2018 variable 80 80 180CERP Notes (4) CERP First Lien Notes2020 8.00% 1,000 992 990CERP Second Lien Notes2021 11.00% 1,150 1,138 1,137Capital lease obligations and otherto 2017 various 14 14 27Total CERP debt 4,694 4,627 4,754Current portion of CERP long-term debt (117) (117) (39)CERP long-term debt $4,577 $4,510 $4,715________________________________(1) Interest rate is fixed, except where noted.(2) Variable interest rate calculated as a fixed rate plus the greater of LIBOR or a 1% floor. The rate is set at the 1% floor as of December 31, 2015 .(3) Variable interest rate for amounts currently borrowed is calculated by adding LIBOR to a base rate of 6.00%.(4) Registered pursuant to a registration statement on Form S-4, which was declared effective on February 10, 2015.84CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)CERP FinancingIn October 2013, we completed the financing for the CERP Credit Facilities and the CERP Notes (“CERP Financing”) to retire a previous financing.CERP Credit FacilitiesThe CERP senior secured revolving credit facility allows for borrowings in an aggregate principal amount of up to $270 million . The CERP Term Loans requirescheduled quarterly payments of $6 million , with the balance due at maturity. As of December 31, 2015 , no amounts were committed to outstanding letters ofcredit.Borrowings under the senior secured revolving credit facility bear interest at the same rate elections as the CERP Term Loans. On a quarterly basis, we are requiredto pay each lender (i) a commitment fee in respect of any unborrowed amounts under the senior secured revolving credit facility and (ii) a letter of credit fee inrespect of the aggregate face amount of outstanding letters of credit under the senior secured revolving credit facility. As of December 31, 2015, the senior securedrevolving credit facility bore a commitment fee for unborrowed amounts of 50 basis points.CERP NotesThe Notes issued under the CERP Financing contained registration rights, which culminated in an exchange offer on March 18, 2015 resulting in the CERP Notes(with terms substantially identical to those of the originally-issued CERP Notes, except that the registered CERP Notes no longer have transfer restrictions orregistration rights). CERP is a holding company that owns no operating assets and has no significant operations independent of its subsidiaries.CGP Debt As December 31, 2015 2014Detail of Debt (Dollars in millions)Final Maturity Rate(s) (1) Face Value Book Value Book ValueCGPH Credit Facilities CGPH Senior Secured Term Loan (2)2021 6.25% $1,157 $1,126 $1,133CGPH Senior Secured Revolving Credit Facility (3)2019 variable 45 45 —CGPH Notes (4)2022 9.38% 675 660 659Horseshoe Baltimore Credit and FF&E Facilities Horseshoe Baltimore Credit Facility (5)2020 8.25% 300 288 286Horseshoe Baltimore Revolving Facility Loan (6)2018 variable — — —Horseshoe Baltimore FF&E Facility (5)2019 8.75% 27 27 30Cromwell Credit Facility (5)2019 11.00% 175 169 178Other secured debt2018 8.00% 5 4 4Special Improvement District Bonds2037 5.30% 14 14 14Capital lease obligations and other2016 to 2017 various 4 4 8Total CGP debt 2,402 2,337 2,312Current portion of CGP long-term debt (70) (70) (20)CGP long-term debt $2,332 $2,267 $2,292________________________________(1) Interest rate is fixed, except where noted.(2) Variable interest rate calculated as a fixed rate plus the greater of LIBOR or a 1% floor. The rate is set at the 1% floor as of December 31, 2015.(3) Variable interest rate calculated as LIBOR plus 5.25%.(4) Registered pursuant to a registration statement on Form S-4, which was declared effective on June 26, 2015.(5) Variable interest rate calculated as a fixed rate plus the greater of LIBOR or a 1.25% floor. The rate is set at the 1.25% floor as of December 31, 2015.(6) Variable interest rate calculated as LIBOR plus 7.00%.85CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Property Transaction between CEOC and CGPIn 2014, CEOC sold to CGP, among other things, four properties, related intellectual property, and 50% of certain ongoing management fees and any terminationfees. To fund the purchase price, CGP entered into the CGPH Credit Facilities and CGPH Notes. As part of this transaction, CGP assumed the debt associated withthe Cromwell Credit Facility and used $477 million of the net proceeds from the CGPH Credit Facilities to repay all amounts then outstanding under the PlanetHollywood Loan Agreement. See Note 2 for more details of the property transaction.CGPH Credit FacilitiesThe CGPH senior secured revolving credit facility provides for an aggregate principal amount of up to $150 million . As of December 31, 2015 , no materialamounts were committed to outstanding letters of credit. In addition, CGPH is a holding company that owns no operating assets and has no significant operationsindependent of its subsidiaries.Horseshoe Baltimore Credit and FF&E FacilitiesAs of December 31, 2015 , the Horseshoe Baltimore Credit Facility included a senior secured revolving facility loan for an aggregate principal amount of up to $10million .The Horseshoe Baltimore FF&E Facility was used to finance or reimburse the purchase price and certain related costs of furniture, furnishings and equipment(referred to as “FF&E”) or refinance the purchase price of FF&E purchased with other funds as part of the development of the Horseshoe Baltimore casino.CEOC DebtAs described in Note 3 , we deconsolidated CEOC effective January 15, 2015. Therefore, we have no CEOC debt as of December 31, 2015 . As of December 31, 2014(In millions)Book ValueSecured Debt$9,884Credit Facilities (1)5,106Subsidiary-Guaranteed Debt477Unsecured Senior Debt463Other Unsecured Borrowings77Total CEOC Debt16,007Additional Debt Discount(77)Total CEOC Debt, as consolidated$15,930________________________________(1) CEC guarantees collection of amounts under the CEOC Credit Facilities (see Note 1 )Secured DebtCash Tender OfferUsing proceeds from the Incremental Term Loans described below, in July 2014, CEOC completed a cash tender offer for the $190 million aggregate principalamount outstanding of its 10.00% Second-Priority Senior Secured Notes due 2015 (the “10.00% Notes”):•Received tenders from the holders of $103 million in aggregate principal amount;•Purchased an additional $83 million in aggregate principal amount for $191 million ; and•Resulted in the retirement and redemption of approximately 98% of outstanding principal amount.86CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Payment on Second-Priority Senior Secured NotesPursuant to the indenture dated December 24, 2008 (“2008 Indenture”), on December 15, 2014, CEOC was required to redeem approximately $18 million ofaggregate principal of its 10.00% second-priority senior secured notes due 2015 and 10.00% second-priority senior secured notes due 2018 (“Second-LienNotes”). On December 12, 2014, CEOC deposited $18 million with Delaware Trust Company, as paying agent under the 2008 Indenture, to fund the requiredredemption. The Second Lien Notes are included in Secured Debt in the table above.CEOC was subsequently advised by Delaware Trust Company that it had provided contrary instructions to The Depository Trust Company to distribute thefunds received with directions it had received from the beneficial holders purporting to own a majority of the Second-Lien Notes. These contrary instructionsprovided for the allocation of the deposited funds ratably between principal and interest due under the 2008 Indenture. CEOC believes that the contraryinstructions were inconsistent with both its direction and the terms of the 2008 Indenture. As a result, CEOC has accounted for these payments as an $18million reduction in the principal amount of the Second-Lien Notes, consistent with the instructions that were communicated to Delaware Trust Company.Credit FacilitiesIn 2014, CEOC completed the offering of $1.8 billion of incremental term loans (“Incremental Term Loans”) due no later than March 1, 2017, and used the netcash proceeds to repay $794 million on existing term loans outstanding under the Credit Facilities and to complete the cash tender offers for the 10.00% Notes(above) and 5.625% Notes (below).As of December 31, 2014, CEOC Credit Facilities also included a senior secured revolving credit facility in an aggregate principal amount of up to $106 million ,including both a letter of credit sub-facility and a swingline loan sub-facility. There were no amounts outstanding under the revolving credit facility as ofDecember 31, 2014.Unsecured Senior DebtCash Tender OfferUsing proceeds from the Incremental Term Loans described above, in July 2014, CEOC completed a cash tender offer for the $792 million aggregate principalamount outstanding of its 5.625% Senior Notes due 2015 (the “5.625% Notes”):•Received tenders from the holders of $44 million in aggregate principal amount;•Purchased and redeemed an additional $747 million in aggregate principal amount for $830 million ; and•Resulted in the retirement and redemption of 100% of the outstanding principal amount.Note Purchase and Support AgreementIn August 2014, CEOC and CEC announced an agreement (the “Note Purchase and Support Agreement”) with certain holders (the “Holders”) of CEOC’soutstanding 6.50% Senior Notes due 2016 (the “6.50% Notes”) and 5.75% Senior Notes due 2017 (the “5.75% Notes” and, together with the 6.50% Notes, the“Senior Unsecured Notes”) in connection with a private refinancing transaction, pursuant to which, among other things(i)Holders representing $238 million aggregate principal amount of the Senior Unsecured Notes and greater than 51% of each class of the SeniorUnsecured Notes that were held by non-affiliates of CEC and CEOC agreed to sell to CEC and CEOC an aggregate principal amount ofapproximately $89 million of the 6.50% Notes and an aggregate principal amount of approximately $66 million of the 5.75% Notes;(ii)CEC agreed to pay the Holders a ratable amount of $78 million of cash in the aggregate,(iii)CEOC agreed to pay the Holders a ratable amount of $78 million of cash in the aggregate,(iv)CEOC agreed to pay the Holders accrued and unpaid interest in cash; and(v)CEC agreed to contribute $427 million in aggregate principal ( $368 million net of discount and accrued interest contributed) of Senior UnsecuredNotes to CEOC for cancellation.87CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Distribution of CEOC NotesIn 2014, CGP distributed 100% of its remaining investment in certain CEOC notes as a dividend to its members, CEC and Caesars Acquisition Company (“CAC”),(the “Notes Distribution”). CEC received $187 million in aggregate principal amount of the 6.50% Senior Notes and $206 million in aggregate principal amount ofthe 5.75% Senior Notes, and CAC received $138 million in aggregate principal amount of the 6.50% Senior Notes and $151 million in aggregate principal amountof the 5.75% Senior Notes.The CEOC notes held by CGP prior to the Notes Distribution were eliminated in consolidation. The CEOC notes received by CEC were subsequently contributedto CEOC for cancellation which resulted in no impact on the consolidated financial statements of CEC. The CEOC notes received by CAC resulted in an increasein the face value and book value reported for CEOC debt because CAC is not a consolidated entity. In addition, the Notes Distribution resulted in a $160 milliondecrease in noncontrolling interest (which represents the fair value of the CEOC notes) and an $89 million increase to the discount on long-term debt. The decreasein noncontrolling interest represents CGP's reported fair value of the CEOC notes at the time of the Notes Distribution, while the increase to the discount representsthe difference between CGP's fair value for the CEOC notes and the book value reported by CEOC. The Notes Distribution to CAC was accounted for as a newissuance of debt. As a result of this transaction, the $289 million in face value of notes distributed by CGP to CAC was reflected as being outstanding debt prior tothe deconsolidation of CEOC, with a total discount of $129 million , resulting in an increase to net book value of debt outstanding equal to the fair value of therelated notes, which was $160 million .Summary of Loss on Extinguishment of Debt(In millions)Years Ended December 31,Related Transaction2014 2013CEOC Secured Debt$14 $29CEOC Credit Facilities22 —CEOC Unsecured Senior Debt31 —Planet Hollywood Loan Agreement28 —Other1 1Total loss on extinguishment of debt$96 $30Terms of Outstanding DebtRestrictive CovenantsThe CERP Notes, CERP Credit Facilities, CGPH Senior Secured Term Loan, CGPH Notes, Horseshoe Baltimore Credit and FF&E Facilities, and Cromwell CreditFacility all include negative covenants, subject to certain exceptions, and contain affirmative covenants and events of default, subject to exceptions, baskets andthresholds (including equity cure provisions in the case of the CERP Credit Facilities, Horseshoe Baltimore Credit and FF&E Facilities, and the Cromwell CreditFacility), all of the preceding being customary in nature.The restrictive covenants also require that we maintain Senior Secured Leverage Ratios (“SSLR”) as shown in the table below. SSLR is defined as the ratio of firstlien senior secured net debt to earnings before interest, taxes, depreciation and amortization, adjusted as defined (“Adjusted EBITDA”). The Cromwell CreditFacility also required The Cromwell to maintain a minimum amount of consolidated EBITDA through Q1 2015.88CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Credit Facility Covenant Type Effective Period RequirementCERP Credit Facilities CERP Maximum SSLR From inception 8.00to 1.00CGPH Senior Secured Term Loan CGPH Maximum SSLR From inception 6.00to 1.00Horseshoe Baltimore Credit and FF&E Facilities (1) CBAC Maximum SSLR Q1 - Q4 2016 7.50to 1.00 CBAC Maximum SSLR Q1 - Q4 2017 6.00to 1.00 CBAC Maximum SSLR Q1 2018 and thereafter 4.75to 1.00Cromwell Credit Facility Cromwell Minimum EBITDA Q4 2014 - Q1 2015 $7.5 Million Cromwell Maximum SSLR Q2 2015 - Q1 2016 5.25to 1.00 Cromwell Maximum SSLR Q2 2016 - Q1 2017 5.00to 1.00 Cromwell Maximum SSLR Q2 2017 and thereafter 4.75to 1.00________________________________(1) CBAC Borrower, LLC (“CBAC”) is a joint venture in which Caesars Baltimore Investment Company, LLC (“CBIC”) holds an interest. CBIC is a wholly owned subsidiary of CGP.GuaranteesCERP has pledged a significant portion of its assets as collateral under the notes and facilities. The CERP Notes are co-issued, as well as fully and unconditionallyguaranteed, jointly and severally, by Caesars Entertainment Resort Properties, LLC (parent entity) and each of its wholly-owned subsidiaries on a senior securedbasis.The CGPH Senior Secured Term Loan is guaranteed by the direct parent of CGPH and certain subsidiaries of CGPH, and is secured by the direct parent’s equityinterest in CGPH and substantially all of the existing and future assets of CGPH and the subsidiary guarantors.The CGPH Notes are secured by substantially all of the existing and future property and assets of CGPH and the subsidiary guarantors (subject to exceptions), andare guaranteed by CGPH and certain subsidiaries (subject to exceptions).The Horseshoe Baltimore Credit Facility is secured by substantially all material assets of CBAC Borrower, LLC and its wholly-owned domestic subsidiaries.The Horseshoe Baltimore FF&E Facility is secured by the FF&E that was purchased with the proceeds.The Cromwell Credit Facility is secured by the assets of the Cromwell.Restricted Net AssetsBecause of the restrictions in our borrowings and other arrangements, the amount of net assets at consolidated subsidiaries not available to be remitted to CEC viadividend, loan or transfer was $2.1 billion and $2.4 billion , as of December 31, 2015 and 2014 , respectively.89CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Note 14 — Earnings Per ShareBasic earnings per share is computed by dividing the applicable income amounts by the weighted-average number of common shares outstanding. Diluted earningsper share is computed by dividing the applicable income amounts by the sum of weighted-average number of shares of common shares outstanding and dilutivepotential common shares.For periods in which Caesars generated net losses, the weighted-average basic shares outstanding was used in calculating diluted loss per share because includingdiluted shares would be anti-dilutive to loss per share.Basic and Dilutive Net Earnings Per Share Reconciliation Years Ended December 31,(In millions, except per share data)2015 2014 2013Income/(loss) from continuing operations attributable to Caesars, net of income taxes$5,927 $(2,591) $(2,741)Loss from discontinued operations attributable to Caesars, net of income taxes(7) (192) (207)Net income/(loss) attributable to Caesars$5,920 $(2,783) $(2,948) Weighted average common share outstanding145 142 129Dilutive potential common shares: Stock options2 — —Weighted average common shares and dilutive potential common shares147 142 129 Basic income/(loss) per share from continuing operations$40.92 $(18.18) $(21.32)Basic loss per share from discontinued operations(0.04) (1.35) (1.61)Basic income/(loss) per share$40.88 $(19.53) $(22.93) Diluted income/(loss) per share from continuing operations$40.30 $(18.18) $(21.32)Diluted loss per share from discontinued operations(0.04) (1.35) (1.61)Diluted income/(loss) per share$40.26 $(19.53) $(22.93)Weighted-Average Number of Anti-Dilutive Shares Excluded from Calculation of EPS Years Ended December 31,(In millions)2015 2014 2013Stock options4 6 4Restricted stock units and awards1 2 2Total anti-dilutive common shares5 8 690CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Note 15 — Casino Promotional AllowancesThe retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenues and then deducted ascasino promotional allowances. The estimated cost of providing such casino promotional allowances is included in casino expenses.Estimated Retail Value of Casino Promotional Allowances Years Ended December 31,(In millions)2015 2014 2013Food and Beverage$281 $622 $589Rooms234 422 427Other48 94 91 $563 $1,138 $1,107Estimated Cost of Providing Casino Promotional Allowances Years Ended December 31,(In millions)2015 2014 2013Food and Beverage$169 $463 $428Rooms83 168 165Other17 60 46 $269 $691 $639Note 16 — Stock-Based CompensationCaesars Entertainment Stock-Based Compensation PlansWe maintain long-term incentive plans for management, other personnel, and key service providers. The plans allow for granting stock-based compensationawards, based on CEC common stock (NASDAQ symbol “CZR”), including time-based and performance-based stock options, restricted stock units, restrictedstock awards, stock grants, or a combination of awards.Management Equity Incentive PlanThe Harrah’s Entertainment, Inc. Management Equity Incentive Plan, as amended, (the “2008 Incentive Plan”) allowed for the granting of performance-basedoptions. The options vest and become exercisable if the return on investment in the Company of TPG, Apollo, and their affiliates (the “Majority Stockholders”)achieves a 2.0X return. The options vest on a pro-rata basis from zero to 100% if the Majority Stockholders achieve a return of less than 2.0 X but greater than orequal to 1.75 X. Upon the adoption of the 2012 Performance Incentive Plan, as amended, (the “2012 Incentive Plan”) options may no longer be granted under the2008 Incentive Plan. As of December 31, 2015 , 23,755 options were outstanding under the 2008 Incentive Plan and will expire between years 2018 - 2021.Performance Incentive PlanWe adopted the 2012 Incentive Plan for directors, employees, officers and consultants or advisers who render services to Caesars Entertainment or its subsidiaries.As of December 31, 2015 , a total of 23,449,468 shares of our common stock had been authorized to be issued under the long-term incentive plans. The number ofunissued common shares reserved for future grants under the long-term incentive plans was 5,218,592 as of that date.The 2012 Incentive Plan provided for a one-time stock option exchange program (the “Option Exchange”) to permit Caesars Entertainment to cancel certain stockoptions held by certain of its employees, service providers and directors in exchange for new, replacement options to purchase an equal number of shares of ourcommon stock (the “Replacement Options”).91CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Options eligible for the Option Exchange (the “Eligible Options”) were granted on or prior to February 9, 2012, and had an exercise price equal to or greater than$20.09 per share. Replacement Options have an exercise price of $8.22 per share, a 10 -year term and a new vesting schedule determined on a grant-by-grant basis,as follows:Time-Based Options : 20% of the time-based Replacement Options were immediately vested, with the remainder vesting annually in equal amounts overfour years.Performance-Based Options :•For options replacing the Eligible Options subject to vesting if funds affiliated with the Sponsors achieve at least a 1.5X return, the ReplacementOptions will vest on the date that the Caesars Entertainment’s 30-day trailing average closing common stock price equals or exceeds $35.00 pershare.•For options replacing the Eligible Options subject to vesting if funds affiliated with the Sponsors achieve at least a 2.0X return, the ReplacementOptions vest on the earlier of the following: (i) 50% on March 15, 2014 and 50% on March 15, 2015 or (ii) Caesars Entertainment’s 30-day trailingaverage closing common stock price equals or exceeds $57.41 per share.Loveman Performance-Based Options : We granted 290,334 options in November 2011 to Gary Loveman, the Company’s Chairman of the Board, andformer Chief Executive Officer and President. The options were eligible to vest if funds affiliated with the Sponsors achieve at least a 1.0X return (the“Loveman Performance-Based Options”). The Replacement Options granted in exchange for the Loveman Performance-Based Options will vest on thedate that Caesars Entertainment’s 30‑day trailing average closing common stock price equals or exceeds $57.41 per share.As a result of the Option Exchange, incremental stock compensation totaling $15 million is being amortized to compensation expense over an approximate vestingperiod of 4 to 5.5 years.Composition of Caesars Entertainment Stock-Based Compensation Expense Years Ended December 31,(In millions)2015 2014 2013Corporate expense$57 $36 $25Property, general, administrative, and other5 9 7Total stock-based compensation expense$62 $45 $32Caesars Entertainment Stock Option Activity Shares WeightedAverage ExercisePrice WeightedAverageRemainingContractualTerm (years) Aggregate IntrinsicValue(in millions)Outstanding as of December 31, 20149,379,885 $13.65 7.8 Granted1,844,332 10.04 Exercised(58,700) 8.22 Forfeited(327,934) 12.76 Expired(199,364) 23.29 Outstanding as of December 31, 201510,638,219 $12.90 6.8 Vested and expected to vest as of December 31, 201510,250,794 $11.59 7.3 $1Exercisable as of December 31, 20155,744,384 $9.51 6.8 92CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Caesars Entertainment Stock Option Grants and Exercises Years Ended December 31,(Dollars in millions, except per share data)2015 2014 2013Options Granted: Number of options granted1,844,332 1,500,770 550,812Weighted Average Grant-Date Fair Value per share (1)$3.38 $10.27 $5.95Weighted Average Exercise Price per Share (1)$10.04 $21.18 $13.65 Option Exercises: Number of options exercised58,700 317,703 143,109Cash received for options exercised (2)$— $3 $1Aggregate intrinsic value of options exercised (2)$— $2 $2____________________(1) Represents the weighted-average grant date fair value per option, using the Monte Carlo simulation option-pricing model for performance-based options, and the Black-Scholes option-pricing model for time-based options.(2) 2015 amounts are immaterial.Caesars Entertainment Assumptions Used to Estimate Option Values Years Ended December 31, 2015 2014 2013Expected volatility42.0% 52.1% 57.4%Expected dividend yield—% —% —%Expected term (in years)5.7 5.5 3.8Risk-free interest rate1.6% 1.7% 1.0%Caesars Entertainment Restricted Stock Unit ActivityDuring the year ended December 31, 2015 , we granted restricted stock units (the “RSUs”) to employees of Caesars Entertainment with an aggregate fair value of$54 million . Each RSU represents the right to receive payment in respect of one share of the Caesars Entertainment’s common stock. The majority of the RSUswill vest 25% annually. The following table summarizes the activity of RSUs during the year ended December 31, 2015 . Units Wtd Avg Fair ValueOutstanding as of December 31, 20142,156,727 $17.45Granted5,169,322 10.50Vested(609,753) 16.85Forfeited(386,861) 13.69Outstanding as of December 31, 20156,329,435 12.06We utilized historical optionee behavioral data to estimate the option exercise and termination rates used in the option-pricing models. The expected term of theoptions represents the period of time the options were expected to be outstanding based on historical trends and/or derived from a numerical pricing model, such asthe Monte Carlo simulation model. Expected volatility was based on the historical volatility of the common stock of Caesars Entertainment and its competitor peergroup for a period approximating the expected life. We do not expect to pay dividends on common stock. The risk-free interest rate within the expected term wasbased on the U.S. Treasury yield curve in effect at the time of grant.As of December 31, 2015 , there was $66 million of total unrecognized compensation cost related to Caesars Entertainment stock-based compensation plans, whichis expected to be recognized over a remaining weighted-average period of 2.6 years.93CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)CIE Stock-Based Compensation PlanCIE grants stock-based compensation awards in CIE common stock to its employees, directors, service providers and consultants in accordance with the CaesarsInteractive Entertainment, Inc. Amended and Restated Management Equity Incentive Plan which is intended to promote the interests of CIE and its shareholders byproviding key employees, directors, service providers and consultants with an incentive to encourage their continued employment or service and improve thegrowth and profitability of CIE. CIE has granted stock options and warrants, restricted shares, and restricted stock units to its employees and service providers.These programs are classified as liability-based instruments and are re-measured at their fair value at each reporting date.Composition of CIE Stock-Based Compensation Expense Years Ended December 31,(In millions)2015 2014 2013Total stock-based compensation expense$60 $87 $25Stock-based compensation expense attributable to CIE is recorded in property, general, administrative, and other in our Statements of Operations. As ofDecember 31, 2015 , the liability related to outstanding options and warrants was $107 million . The current portion is recorded in accrued expenses and othercurrent liabilities on our balance sheets, while the long-term portion is recorded in deferred credits and other liabilities.CIE Stock Option Activity Shares WeightedAverage ExercisePrice WeightedAverageRemainingContractualTerm (years) AggregateIntrinsic Value(in millions)Outstanding as of December 31, 201413,279 $3,953.85 6.8 Granted10,350 15,352.49 Exercised(1,984) 2,424.20 Forfeited(588) 8,106.90 Outstanding as of December 31, 201521,057 $9,584.64 7.8 Vested and expected to vest as of December 31, 201520,179 $9,620.68 7.8 $124Exercisable as of December 31, 20156,292 $2,790.08 4.7 CIE Stock Option Grants and Exercises Years Ended December 31,(Dollars in millions, except per share data)2015 2014 2013Options Granted: Number of options granted10,350 1,135 6,300Weighted Average Grant-Date Fair Value per share (1)$4,670.27 $4,717.02 $2,620.48Weighted Average Exercise Price per Share$15,352.49 $9,976.43 $5,539.98 Option Exercises: Number of options exercised1,984 3,822 365Cash received for options exercised$5 $6 $1Aggregate intrinsic value of options exercised$21 $27 $1____________________(1) Represents the weighted-average grant date fair value per option, using the Monte Carlo simulation option-pricing model for performance-based options, and the Black-Scholes option-pricing model for time-based options. 94CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Assumptions Used to Estimate CIE Option Value Years Ended December 31, 2015 2014 2013Expected range of volatility42.9% - 49.4% 46.5% - 56.8% 49.7% - 58.6%Expected dividend yield—% —% —%Expected range of term (in years)1.5 - 4.7 2.4 - 7.1 2.3 - 7.3Risk-free interest rate range0.7% - 1.7% 0.7% - 2.3% 0.6% - 2.5%CIE Restricted Stock Unit Activity Units Wtd Avg Fair ValueOutstanding as of December 31, 20145,096 $6,494.71Granted924 13,161.70Vested(1,025) 6,004.02Forfeited(456) 7,649.01Outstanding as of December 31, 20154,539 7,827.24CIE utilized historical optionee behavioral data to estimate the option exercise and termination rates used in the option-pricing models. The expected term of theoptions represents the period of time the options were expected to be outstanding based on historical trends and/or derived from a numerical pricing model, such asthe Monte Carlo simulation model. Expected volatility was based on the historical volatility of the common stock of CIE and its competitor peer group for a periodapproximating the expected life. CIE does not expect to pay dividends on 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.As of December 31, 2015 , there was $144 million of total unrecognized compensation cost related to CIE stock-based compensation plans, which is expected to berecognized over a remaining weighted-average period of 3.2 years.CAC Stock-Based Compensation PlanIn April 2014, the CAC Board of Directors approved the CAC Equity-Based Compensation Plan for officers, employees, directors, individual consultants andadvisers of the Company and its subsidiaries (the “CAC Equity Plan”). Under the CAC Equity Plan, CEC is authorized to grant stock-based instruments in theform of or with a value related to CAC Class A Common Stock, par value $0.001 per share (the “CAC Common Stock”) to officers, employees, directors,individual consultants and advisers of CEC and its subsidiaries. The CAC Equity Plan will terminate ten years after approval by the Board. Subject to adjustmentsin connection with certain changes in capitalization, the maximum value of the shares of CAC Common Stock that may be delivered pursuant to awards under theCAC Equity Plan is $25 million . Upon issuance of shares pursuant to this plan, such shares will be contributed by CAC to CGP as additional investment into thatentity, at which time CGP will settle its management fee obligation with CEC and its subsidiaries through a distribution of such shares.In May 2014, CEC granted awards to officers, employees, directors, individual consultants, and advisers of CEC and its subsidiaries in accordance with the CACEquity Plan to reward and provide incentive for services provided in their capacity, promote the success of CGP, and more closely align the interests of suchindividuals with those of the stockholders of the CAC. Awards under this plan vested one-third in October 2014 with the remaining two-thirds vesting in equalportions in October 2015 and October 2016. During the years ended December 31, 2015 and 2014, expense associated with the vesting of such awards is recordedas stock-based compensation expense by CEC totaling $12 million and $10 million , respectively.95CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Note 17 — Deferred Compensation and Employee Benefit PlansDeferred CompensationDeferred Compensation PlansAs of December 31, 2015 , certain current and former employees of Caesars, and our subsidiaries and affiliates, have balances under the Harrah’s Entertainment,Inc. Executive Supplemental Savings Plan (“ESSP”), the Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan II (“ESSP II”), the Park PlaceEntertainment Corporation Executive Deferred Compensation Plan, the Harrah’s Entertainment, Inc. Deferred Compensation Plan, and the Harrah’s Entertainment,Inc. Executive Deferred Compensation Plan (“EDCP”). These plans are deferred compensation plans that allow certain employees an opportunity to save forretirement and other purposes.Each of the plans is now frozen and is no longer accepting contributions. However, participants may still earn returns on existing plan balances based upon theirselected investment alternatives, which are reflected in their deferral accounts.Plan obligations in respect of all of these plans were included in Caesars’ financial statements as liabilities prior to the deconsolidation of CEOC. As ofDecember 31, 2015 , Caesars has recorded in the accompanying financial statements $44 million in liabilities, representing the estimate of its obligations under theESSP and ESSP II and for certain former Directors and employees who had employment agreements with Harrah's Entertainment, Inc., (the predecessor to CEC)and participated in the EDCP. The additional liability in respect of the other plans described above that Caesars has not recorded is approximately $29 million , asit was determined that this portion of the liability was attributable to CEOC.Trust AssetsCEC is a party to a trust agreement and an escrow agreement, each structured as so-called “rabbi trust” arrangements, which hold assets that may be used to satisfyobligations under the deferred compensation plans above. Amounts held pursuant to the trust agreement and the escrow agreement were approximately $64 millionand $49 million , respectively as of December 31, 2015 .The assets held pursuant to the trust agreement have been reflected as long-term restricted assets on CEC’s balance sheet. The assets held pursuant to the escrowagreement have not been reflected on CEC’s balance sheet as we continue to assess the escrow agreement and the propriety of the funds that were contributed inaccordance with the agreement.The amounts recorded as assets and liabilities are based upon Caesars’ current conclusions regarding ownership of assets and obligation to pay liabilities in respectof the plans and trust assets described above. These amounts may change as a result of many factors, including but not limited to the following: further analyses byCaesars, events occurring in connection with discussions with CEOC creditors, and CEOC’s Chapter 11 cases. Such changes, if they occur, could eliminate orreduce the assets or liabilities recorded on Caesars’ balance sheet, increase the asset for all or some portion of the assets held pursuant to the escrow agreement, orincrease the liabilities not recorded. Caesars believes that it may have claims to all or some portion of the assets held pursuant to the escrow agreement.Savings and Retirement PlansWe maintain a defined contribution savings and retirement plan that allows employees to make pre-tax and after-tax contributions. Under the plan, participatingemployees may elect to contribute up to 50% of their eligible earnings (subject to IRS rules and regulations) and are eligible to receive a company match of up to$600 . Participating employees become vested in matching contributions on a pro-rata basis over five years of credited service. Our contribution expense for thisplan was $6 million , $13 million , and $13 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively.We maintain several supplemental executive retirement plans (“SERP”) to provide additional retirement benefits to a select group of former executives. The totalliability reported in deferred credits and other by CEOC for the SERP plans was $33 million as of December 31, 2014.Pension CommitmentsCEOC has a defined benefit plan for employees of our London Clubs International subsidiary that provides benefits based on final pensionable salary. The assetsof the plan are held in a separate trustee-administered fund and death-in-service benefits, professional fees, and other expenses are paid by the pension plan. Whileconsolidated in our results, this plan was accounted for under the96CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)immediate recognition method, under which actuarial gains and losses were recognized in operating results in the year in which the gains and losses occurredrather than deferring them into Other Comprehensive Loss and amortizing them over future periods. Any such amounts were recorded in the fourth quarter of eachyear, and during the fourth quarter of 2014 and 2013, we recognized $21 million and $97 million , respectively.As of December 31, 2014, total plan assets were $208 million with total projected benefit obligation totaling $293 million , resulting in a net pension liability of$85 million . CEOC net pension liability has been deconsolidated effective January 15, 2015 (see Note 3 ).Multiemployer Pension PlanThe Company contributes to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees. The risks of participating in these multiemployer plans are different from a single-employer plan in the following aspects:a.Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.b.If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.c.If the Company chooses to stop participating in some of its multiemployer plans, the Company may be required to pay those plans an amount based on theunderfunded status of the plan, referred to as a “withdrawal liability.”Multi-employer Pension Plan Participation Pension Protection ActZone Status (1) Contributions(In millions) Pension Fund EIN/Pension PlanNumber 2015 2014 FIP/RPStatus (2) 2015 2014 2013 SurchargeImposed Expiration Date ofCollective-BargainingAgreementSouthern Nevada Culinary andBartenders Pension Plan (5) 88-6016617/001 Green Green No $16 $18 $20 No May 31, 2018Pension Plan of the UNITE HERENational Retirement Fund (3)(5) 13-6130178/001 Red Red Yes 6 14 14 No March 14, 2015 (6)Local 68 Engineers Union PensionPlan (4)(5) 51-0176618/001 Green Green No — 1 2 No April 30, 2017NJ Carpenters Pension Fund 22-6174423/001 Yellow Yellow Yes — — 1 No April 30, 2017Painters IUPAT 52-6073909/001 Yellow Yellow Yes 1 1 1 No Various up to April2017Other Funds 9 12 12 Total Contributions $32 $46 $50 ____________________(1) Represents the Pension Protection Act zone status for applicable plan year beginning January 1, 2015 , except where noted otherwise. The zone status is based on information that theCompany received from the plan administrator and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellowzone are between 65% and less than 80% funded, and plans in the green zone are at least 80% funded. All plans detailed in the table above utilized extended amortization provisions tocalculate zone status.(2) Indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented.(3) As described in Note 4 , in January 2015, the Pension Plan of the UNITE HERE National Retirement Fund voted to expel Caesars Entertainment and its participating subsidiaries from theplan.(4) Plan years begin July 1.(5) Plan was listed in the pension plans’ Forms 5500 as providing more than 5% of the total contributions for the plan years ended 2014 and 2013 (also the Nevada Resort Association IATSELocal 720 Retirement Plan, which is included in “Other Funds”). At the date the financial statements were issued, Forms 5500 were not available for the plan year ending in 2015 .(6) The terms of the current agreement continue indefinitely until either party provides appropriate notice of intent to terminate the contract.97CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Note 18 — Income TaxesThe 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 theenactment date. We have provided a valuation allowance on certain federal, foreign, and state net operating losses (“NOLs”), and other federal, state, and foreigndeferred tax assets. NOLs and other federal, state, and foreign deferred tax assets were not deemed realizable based upon near term estimates of future taxableincome.We classify reserves for tax uncertainties within accrued expenses and deferred credits and other in our balance sheets, separate from any related income taxpayable, which is also reported within accrued expenses, or deferred income taxes. Reserve amounts relate to any potential income tax liabilities resulting fromuncertain tax positions, as well as potential interest or penalties associated with those liabilities.We file income tax returns, including returns for our subsidiaries, with federal, state, and foreign jurisdictions, except for CGP, which is filed as part of a separatetax filing group. We are under regular and recurring audit by the Internal Revenue Service (“IRS”) and various state taxing authorities on open tax positions, and itis possible that the amount of the liability for unrecognized tax benefits could change during the next 12 months.Components of Income/(Loss) Before Income Taxes from Continuing OperationsYears Ended December 31,(In millions)2015 2014 2013United States$5,779 $(3,351) $(4,446)Outside of the U.S.225 134 196 $6,004 $(3,217) $(4,250)Income Tax Benefit/(Provision) Years Ended December 31,(In millions)2015 2014 2013United States Current Federal$— $— $7State— 110 83Deferred Federal135 593 1,388State(10) (109) 51Outside of the U.S. Current(78) (56) (29)Deferred8 5 17 $55 $543 $1,517Allocation of Income Tax Benefit/(Provision) Years Ended December 31,(In millions)2015 2014 2013Income tax benefit/(provision) applicable to: Loss from continuing operations$55 $543 $1,517Loss from discontinued operations— 21 32Accumulated other comprehensive income/(loss)— — (16)Deconsolidation and restructuring of CEOC and other1,176 — —Additional paid-in capital— — (15)98CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Effective Income Tax Rate Reconciliation Years Ended December 31, 2015 2014 2013Statutory tax rate35.0 % 35.0 % 35.0 %Increases/(decreases) in tax resulting from: State taxes, net of federal tax benefit— 1.7 6.6Valuation allowance3.4 (5.9) (8.9)Foreign income taxes(0.3) (0.1) 0.1Goodwill— (9.3) (0.4)Deconsolidation of CEOC(38.6) — —Stock-based compensation0.3 (0.8) (0.2)Acquisition and integration costs— (0.4) 0.1Reserves for uncertain tax positions— 0.3 —Sale of stock of subsidiary— (0.5) —Capital loss tax benefit— — 4.2Disallowed losses on sale to related party— (3.9) (0.3)Deferred tax adjustment upon contribution of CIE to CGP— — (0.5)Noncontrolling interests(0.6) 1.0 —Other(0.1) (0.2) —Effective tax rate(0.9)% 16.9 % 35.7 %99CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Temporary Differences Resulting in Deferred Tax Assets and Liabilities As of December 31,(In millions)2015 2014Deferred tax assets: State net operating losses$5 $294Foreign net operating losses2 23Federal net operating loss44 1,466Compensation programs56 145Allowance for doubtful accounts10 89Self-insurance reserves7 16Accrued restructuring and support expenses317 —Accrued expenses6 52Federal tax credits35 52Federal indirect tax benefits of uncertain state tax positions— 1Investment in CGP LLC115 —Investments in non-consolidated affiliates— 28Capital loss carryover15 134Deferred revenue1 93Subtotal613 2,393Less: valuation allowance207 970Total deferred tax assets406 1,423Deferred tax liabilities: Depreciation and other property-related items922 1,143Deferred cancellation of debt income and other debt-related items152 1,508Investment in CGP— 21Investment in non-consolidated affiliates170 —Intangibles111 998Prepaid expenses10 28Other4 2Total deferred tax liabilities1,369 3,700Net deferred tax liability$963 $2,277In November 2015, the FASB issued ASU No. 2015-17 , Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes , requiring deferred tax assetsand liabilities, along with any related valuation allowance, to be classified as noncurrent in a classified statement of financial position. As a result, each jurisdictionwill now only have one net noncurrent deferred tax asset or liability. The amendments in this guidance are effective for annual periods beginning after December15, 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 beapplied either prospectively, for all deferred tax liabilities and assets, or retrospectively to all periods presented. We have early adopted ASU No. 2015-17 duringthe quarter ended December 31, 2015 and retrospectively applied the amendments. We reclassified $212 million of net deferred tax liabilities from currentassets/liabilities to noncurrent assets/liabilities in our balance sheet as of December 31, 2014.100CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)As of December 31, 2015 and 2014 , we had federal NOL carryforwards of $134 million and $4.2 billion , respectively. These net operating losses are differentfrom the net operating losses that are reflected in our federal and certain state tax returns as they do not include net operating losses that are attributable to ourdeconsolidated subsidiary, CEOC. The decrease in the federal NOL carryforwards from 2014 to 2015 is primarily the result of the deconsolidation of CEOC. TheseNOLs will begin to expire in 2031. In addition, we had federal general business tax credits and research tax credit carryforwards of $14 million , which will beginto expire in 2029. We believe that it is more likely than not that the benefit from the federal NOL and tax credit carryforwards for the CEC tax consolidated groupwill not be realized. As a result, a valuation allowance has been established for our federal NOL carryforwards and tax credits carryforwards deferred tax assets asof December 31, 2015 . As of December 31, 2015 and 2014 , we had foreign tax credit carryforwards of $19 million and $14 million , respectively. These foreigntax credit carryforwards will begin to expire in 2034. No federal valuation allowance has been established for CGP’s foreign tax credits carryforwards or researchtax credits carryforwards.As of December 31, 2015 , we had a federal capital loss carryforward of $42 million , which will expire in 2019. We do not project having sufficient capital gainsin future years in order to utilize these capital loss carryovers. As such, a full valuation allowance has been provided for the capital loss carryover as ofDecember 31, 2015 .NOL carryforwards for our domestic subsidiaries for state income taxes were $85 million and $8.2 billion as of December 31, 2015 and 2014 , respectively. Thedecrease in the state NOL carryforwards from 2014 to 2015 is primarily the result of the deconsolidation of CEOC. We believe that it is more likely than not thatthe benefit from certain state NOL carryforwards will not be realized. Accordingly, we have provided a full valuation allowance on the deferred tax assets relatingto these NOL carryforwards which will not more likely than not be realized. These state NOLs will begin to expire in 2034.NOL carryforwards of our foreign subsidiaries were $6 million and $110 million as of December 31, 2015 and 2014 , respectively. The decrease in the foreignNOL carryforwards from 2014 to 2015 is primarily the result of the deconsolidation of CEOC. The majority of these foreign NOLs have an indefinite carryforwardperiod, but are subject to a full valuation allowance as we do not believe these assets meet the “more likely than not” criteria for recognition.We do not provide for deferred taxes on the excess of the financial reporting over the tax basis in our investments in foreign subsidiaries that are essentiallypermanent in duration. That excess is estimated to total $46 million as of December 31, 2015 . The additional deferred taxes, including foreign withholding taxes,that have not been provided is estimated at $11 million as of December 31, 2015 .Reconciliation of Unrecognized Tax Benefits Years Ended December 31,(In millions)2015 2014 2013Balance at beginning of year$80 $142 $333Additions based on tax positions related to the current year3 20 1Additions for tax positions of prior years2 — 7Reductions for tax positions for prior years— (2) (50)Deconsolidation of CEOC(78) — —Settlements— — (82)Expiration of statutes— (80) (67)Balance at end of year$7 $80 $142We classify reserves for tax uncertainties within accrued expenses and deferred credits and other in our balance sheets, separate from any related income taxpayable or deferred income taxes. Reserve amounts relate to any potential income tax liabilities resulting from uncertain tax positions as well as potential interestor penalties associated with those liabilities.We accrue interest and penalties related to unrecognized tax benefits in income tax expense. There was no adjustment to our accrual during 2015 . We reduced ouraccrual by $62 million and $10 million during 2014 and 2013 , respectively. There was no accrual for interest and penalties as of December 31, 2015 . We accrued$1 million and $63 million for the payment of interest and penalties as of December 31, 2014 and 2013 , respectively. Included in the balances of unrecognized taxbenefits as of December 31, 2015 ,101CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)2014 and 2013 , are approximately $1 million , $48 million , and $91 million , respectively, of unrecognized tax benefits that, if recognized, would impact theeffective tax rate.We file income tax returns, including returns for our subsidiaries, with federal, state, and foreign jurisdictions. We are subject to exam by various state and foreigntax authorities. As of December 31, 2015 , the tax years prior to 2011, with the exception of 2007, are not subject to examination for U.S. tax purposes. As ofDecember 31, 2015 , the tax years prior to 2011 are no longer subject to examination for most of the foreign and state income tax jurisdictions as the statutes oflimitations have lapsed.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 forbeneficial tax status for periods after expiration. The Israel tax savings from this beneficial tax status had no material impact on 2013, 2014, or 2015 earnings pershare.We believe that it is reasonably possible that the unrecognized tax benefits liability will not materially change within the next 12 months. Audit outcomes and thetiming of audit settlements are subject to significant uncertainty. Although we believe that adequate provision has been made for such issues, there is the possibilitythat the ultimate resolution of such issues could have an adverse effect on our earnings. Conversely, if these issues are resolved favorably in the future, the relatedprovision would be reduced, thus having a favorable impact on earnings.Note 19 — Related Party Transactions Year ended December 31,(In millions)201520142013Transactions with Sponsors and their affiliates Reimbursements and expenses$20$2$23Expenses paid to Sponsors’ portfolio companies399Expenses paid on behalf of CAC36327Transactions with CEOC Shared services allocated expenses to CEOC355——Shared services allocated expenses from CEOC117——Management fees incurred40——Octavius Tower lease revenue34——Other expenses incurred12——Transactions with Sponsors and their AffiliatesThe members of Hamlet Holdings LLC (“Hamlet Holdings”) are comprised of individuals affiliated with Apollo Global Management, LLC (“Apollo”) andaffiliates of TPG Capital LP (“TPG”) (collectively, the “Sponsors”). As of December 31, 2015 , Hamlet Holdings beneficially owned a majority of our commonstock pursuant to an irrevocable proxy providing Hamlet Holdings with sole voting and sole dispositive power over those shares, and, as a result, the Sponsors havethe power to elect all of our directors.Reimbursements and ExpensesCEC has a services agreement with the Sponsors relating to the provision of financial and strategic advisory services and consulting services. The Sponsors havegranted an ongoing waiver of the monitoring fees for management services; however, we reimburse the Sponsors for expenses they incur related to thesemanagement services. The reimbursed expenses are included in corporate expense and are included in the table above.Sponsors’ Portfolio CompaniesWe have entered into agreements with a number of companies that are portfolio companies of our Sponsors. The following are the Sponsor portfolio companieswith which we have business relationships:102CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)•XOJet, Inc. - provides access to aircraft at contractually agreed upon hourly rates.•SunGard Availability Service LP - provides enterprise cloud services and solutions for managed information technology.•Sabre, Inc. - provides technology to assist our customers with booking hotel rooms.•Avaya Inc. - supplies technology products and services and related software licenses and support.•Norwegian Cruise Line Holdings Ltd. - a cruise ship operations company with which we have a marketing agreement pursuant to which, among otherthings, NCL pays Caesars Entertainment a percentage of its gaming revenue.•Classic Party Rentals - provides party rental supplies.•Creative Artists Agency LLC , - we have entered into multiple entertainment agreements in connection with artists’ performances at Caesars’ properties.Amounts paid to the Sponsors’ portfolio companies are included in the table above and we believe such transactions are conducted at fair value.In addition, certain entities affiliated with or under the control of our Sponsors may from time to time transact in and hold our debt securities, and participate in anymodifications of such instruments on terms available to any other holder of our debt.Caesars Acquisition CompanyAs described in Note 2 , CAC is the sole voting member of CGP, our consolidated VIE, and common control exists between CAC and Caesars through themajority beneficial ownership of both by Hamlet Holdings. Pursuant to the operating agreement of CGP, CGP pays certain expenses on behalf of CAC. Theseexpenses, which are included in the table above, commenced in 2013 and are reflected as distributions to a noncontrolling interest holder in the consolidatedstatements of equity.Transactions with CEOCAs described in Note 3 , upon its filing for Chapter 11 and its subsequent deconsolidation, transactions with CEOC are no longer eliminated in consolidation andare considered related party transactions for Caesars. A summary of these transactions is provided in the table above.Services Joint VentureCES provides certain corporate and administrative services to its Members, and the costs of these services are allocated among the Members, which include CEOC.CEOC reimburses CES for the allocated costs. The CES allocated costs include amounts for insurance coverage. See Note 1 .Insurance CoveragePrior to the deconsolidation of CEOC, we were self-insured for employee medical (health, dental and vision) and risk products, including workers compensationand surety bonds, and our insurance claims and reserves included accruals of estimated settlements for known claims, as well as accruals of actuarial estimates ofincurred but not reported claims.We continue to be self-insured for workers compensation and other risk insurance as of December 31, 2015 . Caesars Entertainment provides insurance coverage toCEOC and receives insurance premiums on an installment basis, which are intended to cover claims processed on CEOC’s behalf. We prepay CEOC for estimatedemployee medical insurance claims.CEOC Shared Services AgreementPursuant to a shared services agreement, CEOC provides Caesars with certain corporate and administrative services, and the costs of these services are allocated toCaesars. Certain services are now provided by CES (see Note 1 ).103CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Property Transaction between CEOC and CGPIn 2014, CEOC sold to CGP, among other things, four properties (The Cromwell, The LINQ Hotel, Bally’s Las Vegas, and Harrah’s New Orleans), relatedintellectual property, and 50% of certain ongoing management fees and any termination fees payable under property management agreements associated with thoseproperties entered into with CEOC for an aggregate purchase price of $2.0 billion , minus assumed debt and other customary closing adjustments. The debtassumed consisted of the $185 million Cromwell Credit Facility described in Note 13 .Under the terms of the agreements governing this transaction, each property remained under management by CEOC, until CEOC assigned the managementagreements to CES. CEOC continues to receive ongoing management fees during the term of the related property management agreement consisting of a (i) basemanagement fee of 2% of monthly net operating revenues and (ii) an incentive management fee in an amount equal to 5% of EBITDA for each operating year.Each property also licenses enterprise-wide intellectual property from CLC. The agreements governing this transaction also provide that CEC and CEOC willindemnify CGP LLC for the failure of CEC and CEOC to perform or fulfill any of their covenants or breach any of their representations and warranties under theagreements among other agreed upon matters.CGP entered into a First Lien Credit Agreement providing for a $1.2 billion term loan and a $150 million revolving facility (see CGPH Credit Facilities in Note 13), and completed the offering of $675 million aggregate principal amount of its subsidiaries’ 9.375% second-priority senior secured notes due 2022 (see CGPHNotes in Note 13 ).Management FeesCGP pays a management fee to CEOC for the CGP properties that are managed by CEOC or CES.Octavius Tower Lease AgreementUnder the Octavius Tower lease agreement, CEOC leases the Octavius Tower at Caesars Palace from CERP and pays rent totaling $35 million annually throughexpiration in April 2026.LINQ Access and Parking Easement Lease AgreementUnder the LINQ Access and Parking Easement lease agreement, CEOC leases the parking lot behind The LINQ promenade and The LINQ Hotel to CERP andCGP. Together, CERP and CGP pay approximately $2 million annually, subject to a 3% annual increase through expiration in April 2028. Amounts are includedwithin other expenses incurred in the table above.Service Provider FeeCEOC, CERP and CGP have a shared services agreement under which CERP and CGP pay for certain indirect corporate support costs. CEOC is authorized tocharge CERP and CGP for an amount equal to 21.8% and 12.8% , respectively, of unallocated corporate support costs. Amounts are included within otherexpenses incurred in the table above.Cross Marketing and Trademark License AgreementCIE and CEOC have a Cross Marketing and Trademark License Agreement in effect until December 31, 2026, unless terminated earlier pursuant to the terms ofthe agreement. The agreement grants CIE the exclusive right to use various brands of Caesars Entertainment in connection with social and mobile games andonline real money gaming in exchange for a 3% royalty. This agreement also provides for cross-marketing and promotional activities between CIE and CEOC,including participation by CIE in Caesars’ Total Rewards loyalty program. CEOC also receives a revenue share from CIE for customer referrals. Amounts areincluded within other expenses incurred in the table above.Equity Incentive AwardsCaesars maintains an equity incentive awards plan under which CEC may issue time-based and performance-based stock options, restricted stock units andrestricted stock awards to CEOC employees. Although awards under the plan result in the issuance of shares of CEC, because CEOC is no longer a consolidatedsubsidiary of CEC, we have accounted for these awards as nonemployee awards subsequent to the date of deconsolidation.104CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Employee Benefit PlansCEC maintains a defined contribution savings and retirement plan in which employees of CEOC may participate. The plan provides for, among other things, pre-tax and after-tax contributions by employees. Under the plan, participating employees may elect to contribute up to 50% of their eligible earnings (subject tocertain IRS and plan limits). In addition, employees subject to collective bargaining agreements receive benefits through the multi-employer pension planssponsored by the organization in which they are a member. The expenses related to contributions made to the plans on their behalf are allocated to the properties atwhich they are employed.Total Rewards Loyalty ProgramCEOC’s customer loyalty program, Total Rewards, offers incentives to customers from their spending related to on-property entertainment expenses, includinggaming, hotel, dining, and retail shopping at our and CEOC’s resort properties located in the U.S. and Canada. Under the program, customers are able toaccumulate, 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 forfeitedif 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, CEOC estimatesthe cost of fulfilling the redemption of reward credits, after consideration of estimated forfeitures (referred to as “breakage”) based upon the cost of historicalredemptions. The estimated value of reward credits is expensed as the reward credits are earned by customers and is included in direct casino expense. The totalestimated cost is accrued by CEOC, with the incremental charges related to our casino properties included in due to affiliates, net in the accompanying balancesheets.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 gamingmachine. We accrue the cost of redeemable points, after consideration of estimated breakage, as they are earned. The cost is recorded as contra-revenue and isincluded in casino promotional allowances.Due from/to AffiliatesAmounts due to or from affiliates for each counterparty represent the net receivable or payable as of the end of the reporting period primarily resulting from thetransactions described above and are settled on a net basis by each counterparty in accordance with the legal and contractual restrictions governing transactions byand among Caesars’ consolidated entities and CEOC. The amount due from CEOC represents the maximum exposure to loss as a result of Caesars’ involvementwith CEOC.As of December 31, 2015 , due from affiliates was $32 million and represented a receivable due to CES from CEOC for shared services performed on behalf ofCEOC.As of December 31, 2015 , due to affiliates was $16 million and represented a payable due to CEOC primarily from CGP for shared services performed on theirbehalf.Note 20 — Segment ReportingWe view each casino property and CIE as operating segments and currently aggregate all such casino properties and CIE into three reportable segments based onmanagement’s view of these properties, which aligns with their ownership and underlying credit structures: CERP, Caesars Growth Partners Casino Properties andDevelopments (“CGP Casinos”), and CIE. CGP Casinos is comprised of all subsidiaries of CGP excluding CIE. CIE is comprised of the subsidiaries that operateCGP’s social and mobile games operations and WSOP. CEOC remained a reportable segment until its deconsolidation effective January 15, 2015 (see Note 3).The results of each reportable segment presented below are consistent with the way Caesars management assesses these results and allocates resources, which is aconsolidated view that adjusts for the impact of certain transactions between reportable segments within Caesars, as described below. Accordingly, the results ofcertain reportable segments presented in this filing differ from the financial statement information presented in their standalone filings.“Other” includes parent, consolidating, and other adjustments to reconcile to consolidated Caesars results.105CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Condensed Statements of Operations - By Segment Year Ended December 31, 2015(In millions)CEOC CERP CGP Casinos CIE (1) Other Elimination CECOther revenues$12 $297 $163 $— $26 $(30) $468Net revenues164 2,154 1,579 766 26 (35) 4,654Depreciation and amortization11 210 150 30 — — 401Impairment of goodwill— — — — — — —Impairment of tangible and other intangible assets— — 1 — — — 1Income/(loss) from operations9 411 291 189 (328) 1 573Interest expense(87) (399) (194) (5) (4) 5 (684)Deconsolidation and restructuring of CEOC and other— — 2 5 6,113 (5) 6,115Income tax benefit/(provision) from continuingoperations— (5) — (62) 122 — 55____________________(1) Includes foreign net revenues of $616 million Year Ended December 31, 2014(In millions)CEOC (1) CERP CGP Casinos CIE (2) Other Elimination CECOther revenues$324 $300 $154 $— $112 $(187) $703Net revenues4,812 2,065 1,281 587 101 (330) 8,516Depreciation and amortization291 200 115 28 3 (1) 636Impairment of goodwill251 289 155 — — — 695Impairment of tangible and other intangible assets308 (12) — 3 — — 299Income/(loss) from operations(323) (32) (139) 21 14 7 (452)Interest expense(2,184) (389) (164) (6) (17) 90 (2,670)Deconsolidation and restructuring of CEOC and other(100) — 132 — (30) (97) (95)Income tax benefit/(provision) from continuing operations264 28 214 (36) 73 — 543____________________(1) Includes foreign net revenues of $337 million(2) Includes foreign net revenues of $434 million106CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Year Ended December 31, 2013(In millions)CEOC (1) CERP CGP Casinos CIE (2) Other Elimination CECOther revenues$354 $231 $96 $— $22 $(102) $601Net revenues4,985 1,979 1,040 317 20 (121) 8,220Depreciation and amortization384 216 83 18 — — 701Impairment of goodwill104 — — — — — 104Impairment of tangible and other intangible assets1,668 1,059 — — — — 2,727Income/(loss) from operations(1,344) (804) (3) (9) 134 — (2,026)Interest expense(2,069) (246) (60) (3) (9) 135 (2,252)Deconsolidation and restructuring of CEOC and other34 15 28 (1) 87 (135) 28Income tax benefit/(provision) from continuingoperations651 384 (113) (2) 597 — 1,517____________________(1) Includes foreign net revenues of $356 million(2) Includes foreign net revenues of $224 millionProperty EBITDA - by SegmentProperty EBITDA is defined as revenues less property operating expenses and is comprised of net income/(loss) before (i) interest expense, net of interestcapitalized and interest income, (ii) (benefit)/provision for income taxes, (iii) depreciation and amortization, (iv) corporate expenses, and (v) certain items that wedo not consider indicative of its ongoing operating performance at an operating property level. In evaluating Property EBITDA you should be aware that, in thefuture, we may incur expenses that are the same or similar to some of the adjustments in this presentation. The presentation of Property EBITDA should not beconstrued as an inference that future results will be unaffected by unusual or unexpected items.Property EBITDA is a non-GAAP financial measure commonly used in our industry and should not be construed as an alternative to net income/(loss) as anindicator of operating performance or as an alternative to cash flow provided by operating activities as a measure of liquidity (as determined in accordance withGAAP). Property EBITDA may not be comparable to similarly titled measures reported by other companies within the industry. Property EBITDA is includedbecause management uses Property EBITDA to measure performance and allocate resources, and believes that Property EBITDA provides investors withadditional information consistent with that used by management.107CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Year Ended December 31, 2015(In millions)CEOC CERP CGP Casinos CIE Other Elimination CECNet income/(loss) attributable to company$(85) $7 $113 $107 $5,777 $1 $5,920Net income/(loss) attributable to noncontrolling interests— — (14) 20 126 — 132Loss from discontinued operations, net of income taxes7 — — — — — 7Income tax (benefit)/provision— 5 — 62 (122) — (55)Deconsolidation and restructuring of CEOC and other— — (2) (5) (6,113) 5 (6,115)Interest expense87 399 194 5 4 (5) 684Depreciation and amortization11 210 150 30 — — 401Impairment of goodwill— — — — — — —Impairment of tangible and other intangible assets— — 1 — — — 1Corporate expense7 47 39 — 95 (12) 176Other operating costs4 4 (105) — 249 — 152EBITDA attributable to discontinued operations— — — — — — —Property EBITDA$31 $672 $376 $219 $16 $(11) $1,303 Year Ended December 31, 2014(In millions)CEOC CERP CGP Casinos CIE Other Elimination CECNet income/(loss) attributable to company$(2,524) $(393) $71 $(32) $95 $— $(2,783)Net income/(loss) attributable to noncontrolling interests8 — (28) (5) (58) — (83)Loss from discontinued operations, net of income taxes173 — — 16 3 — 192Income tax (benefit)/provision(264) (28) (214) 36 (73) — (543)Deconsolidation and restructuring of CEOC and other100 — (132) — 30 97 95Interest expense2,184 389 164 6 17 (90) 2,670Depreciation and amortization291 200 115 28 3 (1) 636Impairment of goodwill251 289 155 — — — 695Impairment of tangible and other intangible assets308 (12) — 3 — — 299Corporate expense189 60 23 — 13 (3) 282Other operating costs106 15 111 33 (24) (5) 236EBITDA attributable to discontinued operations(6) — — (1) — — (7)Property EBITDA$816 $520 $265 $84 $6 $(2) $1,689108CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Year Ended December 31, 2013(In millions)CEOC CERP CGP Casinos CIE Other Elimination CECNet income/(loss) attributable to company$(2,939) $(651) $(146) $(13) $801 $— $(2,948)Net income/(loss) attributable to noncontrolling interests4 — (2) (2) 8 — 8Loss from discontinued operations, net of income taxes207 — — — — — 207Income tax (benefit)/provision(651) (384) 113 2 (597) — (1,517)Deconsolidation and restructuring of CEOC and other(34) (15) (28) 1 (87) 135 (28)Interest expense2,069 246 60 3 9 (135) 2,252Depreciation and amortization384 216 83 18 — — 701Impairment of goodwill104 — — — — — 104Impairment of tangible and other intangible assets1,668 1,059 — — — — 2,727Corporate expense138 47 — — 16 (40) 161Other operating costs106 12 168 53 (136) — 203EBITDA attributable to discontinued operations7 — — — — — 7Property EBITDA$1,063 $530 $248 $62 $14 $(40) $1,877Condensed Balance Sheets - By Segment As of December 31, 2015(In millions)CERP CGP Casinos CIE (1) Other Elimination CECTotal assets$7,028 $4,174 $485 $1,409 $(901) $12,195Total liabilities6,073 2,583 269 1,155 (118) 9,962____________________(1) Includes foreign assets of $281 million and foreign liabilities of $57 million As of December 31, 2014(In millions)CEOC (1) CERP CGP Casinos CIE (2) Other Elimination CECTotal assets$11,185 $7,152 $4,171 $546 $2,749 $(2,475) $23,328Total liabilities19,603 6,314 2,965 367 (586) (593) 28,070____________________(1) Includes foreign assets of $312 million and foreign liabilities of $183 million(2) Includes foreign assets of $305 million and foreign liabilities of $172 million109CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Note 21 — Quarterly Results of Operations (Unaudited)(In millions, except per share amounts)First Quarter Second Quarter Third Quarter Fourth Quarter Total2015 Net revenues$1,253 $1,141 $1,141 $1,119 $4,654Income from operations144 186 139 104 573Net income/(loss)6,797 50 (756) (39) 6,052Net income/(loss) attributable to Caesars6,772 15 (791) (76) 5,920Basic earnings/(loss) per share46.81 0.10 (5.44) (0.54) 40.88Diluted earnings/(loss) per share46.12 0.10 (5.44) (0.54) 40.26 2014 Net revenues$2,033 $2,140 $2,212 $2,131 $8,516Income/(loss) from operations151 127 (328) (402) (452)Net loss(383) (433) (980) (1,070) (2,866)Net loss attributable to Caesars(386) (466) (908) (1,023) (2,783)Basic loss per share(2.82) (3.24) (6.29) (7.08) (19.53)Diluted loss per share(2.82) (3.24) (6.29) (7.08) (19.53)110ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNone.ITEM 9A.Controls and Proceduresa.Disclosure Controls and ProceduresWe maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under theExchange 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 CFOconcluded 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 reasonableassurance level.b.Management’s Report on Internal Control Over Financial ReportingOur 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 consolidatedfinancial statements for external purposes in accordance with U.S. GAAP. Because of the inherent limitations of internal control over financial reporting, includingthe 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 discussedin the “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. The objective of thisassessment was to determine whether our internal control over financial reporting was effective at December 31, 2015. Based on management's assessment, wehave concluded that our internal control over financial reporting was effective at December 31, 2015.The effectiveness of our internal control over financial reporting has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, asstated in its report which is included herein.c.Plan for Remediation of the Material WeaknessAs 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 aresult 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). Management identified the following measuresto strengthen our internal control over financial reporting and to address the material weakness. We began implementing certain of these measures in the secondquarter 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. Thisincludes performing training to enhance knowledge and skills of the finance team and hiring of additional skilled resources, as appropriate.•Enhancing the Company’s internal controls over financial reporting including an enhanced documented risk assessment process to identify the appropriatein 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 adequatelydesigned, clearly documented and appropriately communicated to enhance control ownership throughout the finance organization.111•Evaluating and designing of controls to address the completeness and accuracy of data used to support key estimations, accounting transactions anddisclosures, 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.•Reviewing and updating accounting policies to ensure they address the Company’s current environment.d.Changes in Internal Control over Financial ReportingExcept for the remediation of the previously identified material weakness, discussed above, there were no other changes in internal control over financial reportingduring the three month period ending December 31, 2015 that have a materially affect or are reasonably likely to materially affect the Company’s internal controlover financial reporting.112REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Stockholders ofCaesars Entertainment Corporation:We have audited Caesars Entertainment Corporation and subsidiaries’ (the “Company's”) internal control over financial reporting as of December 31, 2015, basedon criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. TheCompany's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internalcontrol over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is toexpress an opinion on the Company's internal control over financial reporting based on our audit.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that weplan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in thecircumstances. We believe that our audit provides a reasonable basis for our opinion.A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principalfinancial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receiptsand expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on thefinancial statements.Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls,material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of theinternal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or thatthe degree of compliance with the policies or procedures may deteriorate.In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the criteriaestablished in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statementsand financial statement schedules as of and for the year ended December 31, 2015, of the Company and our report dated February 26, 2016 , expressed anunqualified opinion on those financial statements and financial statement schedules and included an emphasis of a matter paragraph regarding the Company’smajority owned subsidiary, Caesars Entertainment Operating Company, Inc. (CEOC) and certain of its U.S. subsidiaries filing for reorganization under Chapter 11of the Bankruptcy Code, which resulted in the Company deconsolidating CEOC effective January 15, 2015; and an explanatory paragraph regarding uncertaintiesthat raise substantial doubt about the ability of the Company to continue as a going concern./s/ DELOITTE & TOUCHE LLPLas Vegas, NevadaFebruary 26, 2016113ITEM 9B.Other InformationNone.114PART IIIITEM 10.Directors, Executive Officers, and Corporate Governance.We incorporate by reference the information regarding executive officers included in Item 1 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 ProxyStatement for our 2016 Annual Meeting of Stockholders, which we expect to file with the Securities and Exchange Commission on or about April 15, 2016 (the“Proxy Statement”).ITEM 11.Executive Compensation.We incorporate by reference the information appearing under the captions “Executive Compensation” and “Corporate Governance - Human Resources CommitteeInterlocks and Insider Participation” 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 ProxyStatement. The information under Part II, Item 5. “Market for the Company’s Common Stock, Related Stockholder Matters and Issuer Purchases of EquitySecurities - Equity Compensation Plan Information” 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 4 - Ratification of Appointment of Independent Registered Public AccountingFirm” in the Proxy Statement.115PART IVITEM 15.Exhibits, Financial Statement Schedules.(a) 1.Financial statements of the Company (including related notes to consolidated financial statements) filed as part of this report are listed below (seeItem 8):Report of Independent Registered Public Accounting Firm.Consolidated Balance Sheets as of December 31, 2015 and 2014 .Consolidated Statements of Operations and Comprehensive Income/(Loss) for the Years Ended December 31, 2015 , 2014 , and 2013 .Consolidated Statements of Stockholders’ Equity/(Deficit) for the Years Ended December 31, 2015 , 2014 , and 2013 .Consolidated Statements of Cash Flows for the Years Ended December 31, 2015 , 2014 , and 2013 .2.Financial statement schedules of the Company as follows:Schedule I—Condensed Financial Information of Registrant Parent Company Only as of December 31, 2015 and 2014 and for the Years EndedDecember 31, 2015 , 2014 , and 2013 .We have omitted schedules other than the ones listed above because they are not required or are not applicable, or the required information is shownin the financial statements or notes to the financial statements.3.Exhibits Incorporated by ReferenceExhibit Number Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date 2.1 Transaction Agreement, dated March 1, 2014, by andamong the Caesars Entertainment Corporation, CaesarsEntertainment Operating Company, Inc., Caesars LicenseCompany, LLC, Harrah’s New Orleans ManagementCompany, Corner Investment Company, LLC, 3535 LVCorp., Parball Corporation, JCC Holding Company II,LLC, Caesars Acquisition Company and Caesars GrowthPartners, LLC. — 8-K — 2.1 3/3/2014 2.2 First Amendment to the Transaction Agreement, datedMay 5, 2014, by and among Caesars EntertainmentCorporation, Caesars Entertainment Operating Company,Inc., Caesars License Company, LLC, Harrah’s NewOrleans Management Company, Corner InvestmentCompany, LLC, 3535 LV Corp., Parball Corporation,JCC Holding Company II, LLC, Caesars AcquisitionCompany, Caesars Growth Partners, LLC — 8-K — 2.1 5/6/2014 116 Incorporated by ReferenceExhibit Number Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date 2.3 Omnibus License and Enterprise Services Agreement,dated as of May 20, 2014, by and among CaesarsEnterprise Services, LLC, Caesars EntertainmentOperating Company, Inc., Caesars Entertainment ResortProperties LLC and Caesars Growth Properties Holdings,LLC. — 8-K — 2.1 5/21/2014 2.4 Agreement and Plan of Merger, dated as of December 21,2014, between Caesars Acquisition Company and CaesarsEntertainment Corporation.* — 8-K — 2.1 12/22/2014 3.1 Second Amended and Restated Certificate ofIncorporation of Caesars Entertainment Corporation,dated February 8, 2012. — 10-K 12/31/2011 3.7 3/15/2012 3.2 Amended Bylaws of Caesars Entertainment Corporation,as amended, dated February 8, 2012. — 10-K 12/31/2011 3.8 3/15/2012 3.3 Amended and Restated Certificate of Incorporation ofCaesars Entertainment Operating Company, Inc. — **8-K — 3.1 5/6/2014 3.4 Bylaws of Caesars Entertainment Operating Company,Inc. (fka Harrah's Operating Company, Inc.), as amended. — S-4 — 3.4 10/29/2008 4.1 Certificate of Designation of Non-Voting PerpetualPreferred Stock of Harrah’s Entertainment, Inc., datedJanuary 28, 2008. — S-8 — 4.4 1/31/2008 4.2 Certificate of Amendment to the Certificate ofDesignation of Non-Voting Perpetual Preferred Stock ofHarrah’s Entertainment, Inc., dated March 29, 2010. — 8-K — 3.1 3/30/2010 4.3 Certificate of Elimination of Non-Voting PerpetualPreferred Stock of Harrah’s Entertainment, Inc., datedMarch 29, 2010. — 8-K — 3.2 3/30/2010 4.4 Indenture, dated as of October 11, 2013, among the CERPEntities, the Subsidiary Guarantors and U.S. BankNational Association, as trustee, relating to the 8% First-Priority Senior Secured Notes due 2020. — 8-K — 4.1 10/15/2013 4.5 Second Supplemental Indenture, dated as of October 15,2014, among the CERP Entities and U.S. Bank NationalAssociation, as trustee, relating to the 8% First-PrioritySenior Secured Notes due 2020. — ***S-4 — 4.2 10/16/2014 117 Incorporated by ReferenceExhibit Number Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date 4.6 Indenture, dated as of October 11, 2013, among the CERPEntities, the Subsidiary Guarantors and U.S. BankNational Association, as trustee, relating to the 11%Second-Priority Senior Secured Notes due 2021. — 8-K — 4.2 10/15/2013 4.7 Registration Rights Agreement, dated as of October 11,2013, by and among the CERP Entities, the SubsidiaryGuarantors and Citigroup Global Markets Inc., asrepresentative of the initial purchasers. — 8-K — 4.3 10/15/2013 4.8 Second Supplemental Indenture, dated as of October 15,2014, among the CERP Entities and U.S. Bank NationalAssociation, as trustee, relating to the 11% Second-Priority Senior Secured Notes due 2021. — ***S-4 — 4.4 10/16/2014 10.1 Amendment Agreement, dated as of July 25, 2014, amongCaesars Entertainment Corporation, CaesarsEntertainment Operating Company, Inc., the Lendersparty thereto, Bank of America, N.A., as FormerAdministrative Agent, and Credit Suisse AG, CaymanIslands Branch, as New Administrative Agent. — 8-K — 10.1 7/28/2014 10.2 Reaffirmation Agreement, dated as of July 25, 2014,among Caesars Entertainment Corporation, CaesarsEntertainment Operating Company, Inc. each SubsidiaryLoan Party party thereto, the lenders party thereto andCredit Suisse AG, Cayman Islands Branch, asadministrative agent under the Third Amended andRestated Credit Agreement dated as of July 25, 2014,among Caesars Entertainment Corporation, CaesarsEntertainment Operating Company, Inc., the lenders partythereto from time to time and the other parties partythereto. — **10-Q 6/30/2014 10.41 8/14/2014 10.3 Amended and Restated Collateral Agreement dated andeffective as of January 28, 2008 (as amended and restatedon June 10, 2009), among Harrah’s Operating Company,Inc., each Subsidiary Party that is party thereto and Bankof America, N.A., as Collateral Agent. — 8-K — 10.3 6/15/2009 10.4 Other First Lien Secured Party Consent to the CollateralAgreement, dated as of October 5, 2012, by U.S. BankNational Association, as agent or trustee for persons whoshall become “Secured Parties” under the CollateralAgreement dated as of January 28, 2008, as amended andrestated as of June 10, 2009. — 8-K — 10.3 10/10/2012 118 Incorporated by ReferenceExhibit Number Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date 10.5 Amended and Restated Guaranty and Pledge Agreementdated and effective as of January 28, 2008 (as amendedand restated on June 10, 2009), made by Harrah’sEntertainment, Inc. (as successor to Hamlet Merger Inc.)in favor of Bank of America, N.A., as AdministrativeAgent and Collateral Agent. — 8-K — 10.4 6/15/2009 10.6 Other First Lien Secured Party Consent to the Guarantyand Pledge Agreement, dated as of October 5, 2012, byU.S. Bank National Association, as agent or trustee forpersons who shall become “Secured Parties” under theGuaranty and Pledge Agreement dated as of January 28,2008, as amended and restated as of June 10, 2009. — 8-K — 10.4 10/10/2012 10.7 Other First Lien Secured Party Consent to the CollateralAgreement, dated as of February 20, 2013, by U.S. BankNational Association, as agent or trustee for persons whoshall become “Secured Parties” under the CollateralAgreement dated as of January 28, 2008, as amended andrestated as of June 10, 2009. — 8-K — 10.2 2/20/2013 10.8 Other First Lien Secured Party Consent to the CollateralAgreement, dated as of March 27, 2013, by U.S. BankNational Association, as agent or trustee for persons whoshall become “Secured Parties” under the CollateralAgreement dated as of January 28, 2008, as amended andrestated as of June 10, 2009. — 8-K — 10.4 3/28/2013 10.9 Other First Lien Secured Party Consent to the Guarantyand Pledge Agreement, dated as of February 20, 2013, byU.S. Bank National Association, as agent or trustee forpersons who shall become “Secured Parties” under theGuaranty and Pledge Agreement dated as of January 28,2008, as amended and restated as of June 10, 2009. — 8-K — 10.3 2/20/2013 10.10 Other First Lien Secured Party Consent to the Guarantyand Pledge Agreement, dated as of March 27, 2013, byU.S. Bank National Association, as agent or trustee forpersons who shall become “Secured Parties” under theGuaranty and Pledge Agreement dated as of January 28,2008, as amended and restated as of June 10, 2009. — 8-K — 10.5 3/28/2013 119 Incorporated by ReferenceExhibit Number Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date 10.11 Guaranty and Pledge Agreement, dated as of July 25,2014, made by Caesars Entertainment Corporation infavor of Credit Suisse AG, Cayman Islands Branch, asadministrative agent and collateral agent — 8-K — 10.2 7/28/2014 10.12 Amendment to Guaranty and Pledge Agreement, dated asof August 21, 2015, among Caesars EntertainmentCorporation, Credit Suisse AG, Cayman Islands Branchand the Requisite Lenders party thereto. — 8-K — 10.2 8/24/2015 10.13 Intercreditor Agreement, dated as of January 28, 2008 byand among Bank of America, N.A. as administrativeagent and collateral agent under the Credit Agreement,Citibank, N.A. as administrative agent under the Bridge-Loan Agreement and U.S. Bank National Association asTrustee under the Indenture. — 10-K 12/31/2008 10.3 3/17/2009 10.14 Intercreditor Agreement, dated as of December 24, 2008among Bank of America, N.A. as Credit AgreementAgent, each Other First Priority Lien Obligations Agentfrom time to time, U.S. Bank National Association asTrustee and each collateral agent for any Future SecondLien Indebtedness from time to time. — 10-K 12/31/2008 10.4 3/17/2009 10.15 Joinder and Supplement to the Intercreditor Agreement,dated as of April 15, 2009 (to the Agreement datedDecember 24, 2008) by and among U.S. Bank NationalAssociation, as new trustee, U.S. Bank NationalAssociation, as Trustee under the IntercreditorAgreement, Bank of America, N.A., as Credit AgreementAgent under the Intercreditor Agreement, and any otherFirst Lien Agent and Second Priority Agent from time totime party to the Intercreditor Agreement. — 8-K — 10.1 4/20/2009 10.16 First Lien Intercreditor Agreement, dated as of June 10,2009 (to the Agreement dated December 24, 2008), byand among Bank of America, N.A., as collateral agent forthe First Lien Secured Parties and as AuthorizedRepresentative for the Credit Agreement Secured Parties,U.S. Bank National Association, as AuthorizedRepresentative for the Initial Other First Lien SecuredParties, and each additional Authorized Representativefrom time to time party to the First Lien IntercreditorAgreement. — 8-K/A — 10.1 6/11/2009 120 Incorporated by ReferenceExhibit Number Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date 10.17 Joinder and Supplement to Intercreditor Agreement, datedJune 10, 2009 (to the Agreement dated December 24,2008) by and among U.S. Bank National Association, asnew trustee, U.S. Bank National Association, as Trusteeunder the Intercreditor Agreement, Bank of America,N.A., as Credit Agreement Agent under the IntercreditorAgreement, U.S. Bank National Association as a SecondPriority Agent under the Intercreditor Agreement and anyother First Lien Agent and Second Priority Agent fromtime to time party to the Intercreditor Agreement.(Exhibit A thereto incorporated by reference to exhibit10.4 to the Registrant's Annual Report on Form 10-Kfiled March 17, 2009). — 8-K — 10.2 6/15/2009 10.18 Joinder and Supplement to the Intercreditor Agreement,dated as of September 11, 2009 by and among U.S. BankNational Association, as new trustee, U.S. Bank NationalAssociation, as Trustee under the IntercreditorAgreement, Bank of America, N.A., as Credit AgreementAgent under the Intercreditor Agreement, and any otherFirst Lien Agent and Second Priority Agent from time totime party to the Intercreditor Agreement related to the11.25% Senior Secured Notes due 2017. — 8-K — 10.1 9/17/2009 10.19 Joinder and Supplement to the Intercreditor Agreement,dated as of March 1, 2012, by and among U.S. BankNational Association, as new trustee, U.S. Bank NationalAssociation, as second priority agent, Bank of America,N.A., as credit agreement agent and U.S. Bank NationalAssociation, as other first priority lien obligations agent,relating to the 8.5% Senior Secured Notes due 2020. — 8-K — 10.3 3/2/2012 10.20 Joinder and Supplement to the Intercreditor Agreement,dated as of October 5, 2012, by and among U.S. BankNational Association, as new trustee, U.S. Bank NationalAssociation, as second priority agent, Bank of America,N.A., as credit agreement agent and U.S. Bank NationalAssociation, as other first priority lien obligations agent. — 8-K — 10.2 10/10/2012 121 Incorporated by ReferenceExhibit Number Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date 10.21 Joinder and Supplement to the Intercreditor Agreement,dated as of February 20, 2013 (the IntercreditorAgreement dated December 24, 2008) , by and amongU.S. Bank National Association, as new trustee, U.S.Bank National Association, as second priority agent,Bank of America, N.A., as credit agreement agent andU.S. Bank National Association, as other first priority.lien obligations agent. — 8-K — 10.1 2/20/2013 10.22 Other First Lien Secured Party Consent to the CollateralAgreement, dated as of March 1, 2012, by U.S. BankNational Association, as agent or trustee for persons whoshall become “Secured Parties” under the CollateralAgreement dated as of January 28, 2008, as amended andrestated as of June 10, 2009. — 8-K — 10.4 3/2/2012 10.23 Other First Lien Secured Party Consent to the Guarantyand Pledge Agreement, dated as of March 1, 2012, byU.S. Bank National Association, as agent or trustee forpersons who shall become “Secured Parties” under theGuaranty and Pledge Agreement dated as of January 28,2008, as amended and restated as of June 10, 2009. — 8-K — 10.5 3/2/2012 10.24 Other First Lien Secured Party Consent, dated as ofSeptember 11, 2009, by U.S. Bank National Association,as agent or trustee for persons who shall become “SecuredParties” under the Amended and Restated CollateralAgreement dated and effective as of January 28, 2008 (asamended and restated on June 10, 2009). — 8-K — 10.2 9/17/2009 10.25 Other First Lien Secured Party Consent, dated as ofSeptember 11, 2009, by U.S. Bank National Association,as agent or trustee for persons who shall become “SecuredParties” under the Amended and Restated Guaranty andPledge Agreement dated and effective as of January 28,2008 (as amended and restated on June 10, 2009). — 8-K — 10.3 9/17/2009 10.26† Trust Agreement dated June 20, 2001 by and betweenHarrah’s Entertainment, Inc. and Wells Fargo BankMinnesota, N.A. — 10-Q 9/30/2001 10.4 11/9/2001 10.27† Escrow Agreement, dated February 6, 1990, by andbetween The Promus Companies Incorporated, certainsubsidiaries thereof, and Sovran Bank, as escrow agent. — 10-K 12/29/1989 Unknown 3/28/1990 122 Incorporated by ReferenceExhibit Number Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date 10.28† Amendment to Escrow Agreement dated as of October29, 1993 (to the Agreement dated February 6, 1990)among The Promus Companies Incorporated, certainsubsidiaries thereof, and NationsBank, formerly SovranBank. — 10-K 12/31/1993 10.66 3/28/1994 10.29† Amendment, dated as of June 7, 1995 (the Agreementdated February 6, 1990 and amended on October 29,1993), to Escrow Agreement among The PromusCompanies Incorporated, certain subsidiaries thereof andNationsBank. — 8-K — 10.12 6/15/1995 10.30† Amendment, dated as of July 18, 1996, to EscrowAgreement between Harrah’s Entertainment, Inc. andNationsBank. — 10-Q 9/30/1996 10.1 11/12/1996 10.31† Amendment, dated as of October 30, 1997, to EscrowAgreement between Harrah’s Entertainment, Inc.,Harrah’s Operating Company, Inc. and NationsBank. — 10-K 12/31/1997 10.82 3/10/1998 10.32† Amendment to Escrow Agreement, dated April 26, 2000,between Harrah’s Entertainment, Inc. and Wells FargoBank Minnesota, N.A., Successor to Bank of America,N.A. — 10-Q 9/30/2000 10.8 11/13/2000 10.33† Letter Agreement with Wells Fargo Bank Minnesota,N.A., dated August 31, 2000, concerning appointment asEscrow Agent under Escrow Agreement for deferredcompensation plans. — 10-Q 9/30/2000 10.7 11/13/2000 10.34† Amendment and Restatement of Harrah’s Entertainment,Inc. Executive Deferred Compensation Plan, effectiveAugust 3, 2007. — 10-Q 6/30/2007 10.69 8/9/2007 10.35† Amendment and Restatement of Harrah’s Entertainment,Inc. Deferred Compensation Plan, effective as of August3, 2007. — 10-Q 6/30/2007 10.70 8/9/2007 10.36† Amendment and Restatement of Park Place EntertainmentCorporation Executive Deferred Compensation Plan,effective as of August 3, 2007. — 10-Q 6/30/2007 10.71 8/9/2007 10.37† Amendment and Restatement of Harrah’s Entertainment,Inc. Executive Supplemental Savings Plan, effective as ofAugust 3, 2007. — 10-Q 6/30/2007 10.72 8/9/2007 10.38† Amendment and Restatement of Harrah’s Entertainment,Inc. Executive Supplemental Savings Plan II, effective asof August 3, 2007. — 10-Q 6/30/2007 10.73 8/9/2007 123 Incorporated by ReferenceExhibit Number Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date 10.39† First Amendment to the Amendment and Restatement ofHarrah’s Entertainment, Inc. Executive SupplementalSavings Plan II, effective as of February 9, 2009. — 8-K — 10.2 2/13/2009 10.40† Second Amendment to the Amendment and Restatementof the Caesars Entertainment Corporation ExecutiveSupplemental Savings Plan II (fka Harrah’sEntertainment, Inc. Executive Supplemental Savings PlanII), effective as of November 5, 2014. — 10-K 12/31/2014 10.48 3/16/2015 10.41† Harrah’s Entertainment, Inc. Amended and RestatedExecutive Deferred Compensation Trust Agreement datedJanuary 11, 2006 by and between Harrah’s Entertainment,Inc. and Wells Fargo Bank, N.A. — 10-K 12/31/2007 10.41 2/29/2008 10.42† Amendment to the Harrah’s Entertainment, Inc. Amendedand Restated Executive Deferred Compensation TrustAgreement effective January 28, 2008 by and betweenHarrah’s Entertainment, Inc. and Wells Fargo Bank, N.A. — 10-K 12/31/2007 10.42 2/29/2008 10.43 Equity Interest Purchase Agreement with Exhibits A-Fwith Penn National Gaming, Inc., Caesars EntertainmentOperating Company, Inc., Harrah’s Maryland HeightsOperating Company, Players Maryland Heights Nevada,LLC and Harrah’s Maryland Heights, LLC, dated May 7,2012. — 10-Q 6/30/2012 10.102 8/8/2012 10.44 Share Purchase Agreement between CaesarsEntertainment Operating Company, Inc., and PearlDynasty Investments Limited dated August 6, 2013. — 10-Q 6/30/2013 10.73 8/9/2013 10.45 Services Agreement, dated as of January 28, 2008, by andamong Harrah’s Entertainment, Inc., Apollo ManagementVI, L.P., Apollo Alternative Assets, L.P. and TPGCapital, L.P. — 8-K/A — 10.15 2/7/2008 10.46 Stockholders’ Agreement, dated as of January 28, 2008,by and among Apollo Hamlet Holdings, LLC, ApolloHamlet Holdings B, LLC, TPG Hamlet Holdings, LLC,TPG Hamlet Holdings B, LLC, Co-Invest HamletHoldings, Series LLC, Co-Invest Hamlet Holdings B,LLC, Hamlet Holdings LLC and Harrah’s Entertainment,Inc., and, solely with respect to Sections 3.01 and 6.07,Apollo Investment Fund VI, L.P. and TPG V HamletAIV, L.P. — 8-K/A — 10.14 2/7/2008 124 Incorporated by ReferenceExhibit Number Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date 10.47 Form of First Amendment to the Stockholders’Agreement by and among Apollo Hamlet Holdings, LLC,Apollo Hamlet Holdings B, LLC, TPG Hamlet Holdings,LLC, TPG Hamlet Holdings B, LLC, Co-Invest HamletHoldings, Series LLC, Co-Invest Hamlet Holdings B,LLC, Hamlet Holdings LLC and Caesars EntertainmentCorporation. — S-1/A — 10.91 2/2/2012 10.48 Form of Release and Contribution Agreement, dated as ofJanuary 25, 2012, by and among Caesars EntertainmentCorporation, Co-Invest Hamlet Holdings, Series LLC,Co-Invest Hamlet Holdings B, LLC and the ParticipatingCo-Investors listed on Schedule I. — S-1/A — 10.90 2/2/2012 10.49 Form of Acknowledgment to the Services Agreementamong Caesars Entertainment Corporation, ApolloManagement VI, L.P., Apollo Alternative Assets, L.P.and TPG Capital, L.P. — S-1/A — 10.92 2/2/2012 10.50 Irrevocable Proxy of Hamlet Holdings LLC, datedNovember 22, 2010. — 8-K — 10.1 11/24/2010 10.51† Amended and Restated Management Investors RightsAgreement, dated November 22, 2010. — 8-K — 10.2 11/24/2010 10.52† Consent and Acknowledgment, dated May 6, 2013, to theAmended Management Investors Rights Agreement. — 10-Q 3/31/2013 10.74 5/9/2013 10.53 Amended and Restated Credit Agreement, Dated as ofNovember 14, 2012, among Caesars EntertainmentOperating Company, Inc., as Borrower, and CaesarsEntertainment Corporation, as Lender. — 10-K/A 12/31/2012 10.72 3/15/2013 10.54 First Lien Credit Agreement, dated as of October 11,2013, by and among the CERP Entities, Citicorp NorthAmerica Inc., as administrative agent and the lendersparty thereto. — 8-K — 10.1 10/15/2013 10.55 First Lien Intercreditor Agreement, dated as of October11, 2013, by and among the First Lien Collateral Agent,Citicorp North America, Inc., as authorized representativeunder the credit agreement and U.S. Bank NationalAssociation, as the initial other authorized representative. — 8-K — 10.2 10/15/2013 125 Incorporated by ReferenceExhibit Number Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date 10.56 Second Lien Intercreditor Agreement, dated as of October11, 2013, by and among Citicorp North America, Inc., ascredit agreement agent, U.S. Bank National Association,as other first priority lien obligations agent and U.S. BankNational Association, as second priority agent. — 8-K — 10.3 10/15/2013 10.57 Collateral Agreement (First Lien), dated as of October 11,2013, by and among the CERP Entities, the SubsidiaryGuarantors, and Citicorp North America, Inc., ascollateral agent. — 8-K — 10.4 10/15/2013 10.58 Collateral Agreement (Second Lien), dated as of October11, 2013, by and among the CERP Entities, theSubsidiary Guarantors, and U.S. Bank NationalAssociation, as collateral agent. — 8-K — 10.5 10/15/2013 10.59 Transaction Agreement, dated as of October 21, 2013,among Caesars Acquisition Company, Caesars GrowthPartners, LLC, Caesars Entertainment Corporation, HIEHoldings, Inc., Harrah’s BC, Inc., PHW Las Vegas, LLC,PHW Manager, LLC, Caesars Baltimore AcquisitionCompany, LLC and Caesars Baltimore ManagementCompany, LLC. — 8-K — 10.1 10/22/2013 10.60 Amended and Restated Limited Liability CompanyAgreement of Caesars Growth Partners, LLC, dated as ofOctober 21, 2013. — 8-K — 10.2 10/22/2013 10.61 Management Services Agreement, dated as of October 21,2013, among Caesars Acquisition Company, CaesarsGrowth Partners, LLC and Caesars EntertainmentOperating Company, Inc. — 8-K — 10.3 10/22/2013 10.62 Registration Rights Agreement, dated as of October 21,2013, among Caesars Acquisition Company, CaesarsGrowth Partners, LLC and certain subsidiaries of CaesarsEntertainment Corporation. — 8-K — 10.4 10/22/2013 10.63 Registration Rights Agreement, dated as of October 21,2013, between Caesars Entertainment Corporation andCaesars Acquisition Company. — 8-K — 10.5 10/22/2013 10.64 Omnibus Voting Agreement, dated as of October 21,2013, among Apollo Hamlet Holdings, LLC, ApolloHamlet Holdings B, LLC, TPG Hamlet Holdings, LLC,TPG Hamlet Holdings B, LLC, Co-Invest HamletHoldings, Series LLC, Co-Invest Hamlet Holdings B,LLC, Hamlet Holdings LLC, Caesars EntertainmentCorporation and Caesars Acquisition Company. — 8-K — 10.6 10/22/2013126 Incorporated by ReferenceExhibit Number Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date 10.65 Amendment Agreement, dated as of July 25, 2014, amongCaesars Entertainment Corporation, CaesarsEntertainment Operating Company, Inc., the Lendersparty thereto, Bank of America, N.A., as FormerAdministrative Agent, and Credit Suisse AG, CaymanIslands Branch, as New Administrative Agent. — 8-K — 10.1 7/28/2014 10.66 Guaranty and Pledge Agreement, dated as of July 25,2014, made by Caesars Entertainment Corporation infavor of Credit Suisse AG, Cayman Islands Branch, asadministrative agent and collateral agent. — 8-K — 10.2 7/28/2014 10.67 Note Purchase and Support Agreement, dated as ofAugust 12, 2014, among Caesars EntertainmentOperating Company, Inc., Caesars EntertainmentCorporation, and certain holders of CEOC’s 6.50% SeniorNotes due 2016 and/or 5.75% Senior Notes due 2017 — 10-Q** 6/30/2014 10.42 8/14/2014 10.68 Waiver Agreement dated as of August 12, 2014 byCaesars Entertainment Operating Company, Inc. andCaesars Entertainment Corporation for the exclusivebenefit of UMB Bank, National Association, as successortrustee and any successor trustee under each of theIndentures referenced therein, and the registered andbeneficial holders from time to time of the senior securednotes referenced therein. — 8-K** — 10.1 8/14/2014 10.69 Amended and Restated Limited Liability CompanyAgreement of Caesars Enterprise Services, LLC, datedMay 20, 2014. — 8-K — 99.1 5/21/2014 10.70 Amended and Restated Waiver Agreement dated as ofAugust 12, 2014 by Caesars Entertainment OperatingCompany, Inc. and Caesars Entertainment Corporationfor the exclusive benefit of UMB Bank, NationalAssociation, as successor trustee and any successortrustee under each of the Indentures referenced therein,and the registered and beneficial holders from time totime of the senior secured notes referenced therein. — 8-K** — 10.1 9/19/2014 127 Incorporated by ReferenceExhibit Number Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date 10.71 Summary Term Sheet for Proposed Restructuring, datedJanuary 6, 2015, to Amended and Restated RestructuringSupport and Forbearance Agreement, dated as ofDecember 31, 2014, among Caesars EntertainmentOperating Company, Inc., on behalf of itself and thesubsidiary loan parties party thereto, CaesarsEntertainment Corporation, LeverageSource III (HHoldings), L.P., LeverageSource V, L.P. and each of theholders of First Lien Bond Claims party thereto — 8-K — 10.1 1/6/2015 10.72 Second Amended and Restated Restructuring Support andForbearanceAgreement, dated as of January 9, 2015,among Caesars Entertainment OperatingCompany, Inc., on behalf of itself and thesubsidiary loan parties party thereto,Caesars Entertainment Corporation,LeverageSource III (H Holdings), L.P.,LeverageSource V, L.P. and each of theholders of First Lien Bond Claims partythereto. — 8-K — 10.1 1/12/2015 10.73 Amendment, dated as of June 3, 2014, to the Amendedand Restated Credit Agreement, dated as of November14, 2012, among Caesars Entertainment OperatingCompany, Inc., as Borrower, and Caesars EntertainmentCorporation, as Lender. — 10-Q 9/30/2014 — 11/14/2014 10.74 Third Amended and Restated Restructuring Support andForbearance Agreement, dated as of January 14, 2015,among Caesars Entertainment Operating Company, Inc.,on behalf of itself and the subsidiary loan parties partythereto, Caesars Entertainment Corporation,LeverageSource III (H Holdings), L.P., LeverageSourceV, L.P. and each of the holders of First Lien Bond Claimsparty thereto. — 8-K — 10.1 1/14/2015 10.75 Fourth Amended and Restated Restructuring Support andForbearance Agreement, dated as of July 31, 2015, amongCaesars Entertainment Operating Company, Inc., onbehalf of itself and the subsidiary loan parties partythereto, Caesars Entertainment Corporation,LeverageSource III (H Holdings), L.P., LeverageSourceV, L.P. and each of the holders of First Lien Bond Claimsparty thereto. — 8-K — 10.1 8/3/2015 128 Incorporated by ReferenceExhibit Number Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date 10.76 Fifth Amended and Restated Restructuring Support andForbearance Agreement, dated as of October 7, 2015,among Caesars Entertainment Operating Company, Inc.,on behalf of itself and the subsidiary loan parties partythereto, Caesars Entertainment Corporation,LeverageSource III (H Holdings), L.P., LeverageSourceV, L.P. and each of the holders of First Lien Bond Claimsparty thereto. — 8-K — 10.1 10/8/2015 10.77 Restructuring Support and Forbearance Agreement, datedas of July 20, 2015, among Caesars EntertainmentOperating Company, Inc., on behalf of itself and each ofthe debtors in the Chapter 11 Cases, CaesarsEntertainment Corporation, and each of the holders ofSecond Lien Bond Claims party thereto. — 8-K — 10.1 7/21/2015 10.78 Restructuring Support and Forbearance Agreement, datedas of August 21, 2015, among Caesars EntertainmentOperating Company, Inc., on behalf of itself and thesubsidiary loan parties party thereto, CaesarsEntertainment Corporation and each of the holders ofFirst Lien Bank Claims party thereto. — 8-K — 10.1 8/24/2015 10.79† Caesars Entertainment Corporation Management EquityIncentive Plan, as amended and restated on November 29,2011. — S-1/A — 10.78 12/28/2011 10.80† Caesars Entertainment Corporation 2012 PerformanceIncentive Plan. — S-1/A — 10.89 2/2/2012 10.81† Amendment No.1 to the Caesars EntertainmentCorporation 2012 Performance Incentive Plan. — 8-K — 10.1 7/25/2012 10.82† Amendment No. 2 to the Caesars EntertainmentCorporation 2012 Performance Incentive Plan — 8-K — 10.1 5/20/2015 10.83† Form of Caesars Entertainment Corporation 2012Performance Incentive Plan Nonqualified Option AwardAgreement. — SC-TO-I — (d)(3) 7/25/2012 10.84† Form of Caesars Entertainment Corporation 2012Performance Incentive Plan Nonqualified Option AwardAgreement (Replacement Options). — SC-TO-I — (d)(4) 7/25/2012 10.85† Form of Caesars Entertainment Corporation 2012Performance Incentive Plan Nonqualified Option AwardAgreement (Replacement Options Granted to Gary W.Loveman). — SC-TO-I — (d)(5) 7/25/2012 129 Incorporated by ReferenceExhibit Number Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date 10.86† Form of Caesars Entertainment Corporation 2012Performance Incentive Plan Nonqualified Option AwardAgreement. — SC-TO-I — (d)(3) 7/25/2012 10.87† Form of Caesars Entertainment 2012 PerformanceIncentive Plan Restricted Share Award Agreement. — 10-K/A 12/31/2012 10.84 3/15/2013 10.88† Form of Caesars Entertainment Corporation 2012Performance Incentive Plan Restricted Stock Unit AwardAgreement. — 8-K — 10.1 7/2/2013 10.89† Form of Restricted Stock Unit Award Agreement(January 2015 Retention Grants). — 8-K — 10.1 1/9/2015 10.90† Form of Indemnification Agreement entered into byCaesars Entertainment Corporation and each of itsdirectors and executive officers. — S-1 — 10.75 11/16/2010 10.91† Form of Stock Option Grant Agreement dated April 16,2012 between Caesars Entertainment Corporation andGary W. Loveman. — 10-Q 3/31/2012 10.96 5/9/2012 10.92† Form of Caesars Entertainment Corporation ManagementEquity Incentive Plan Stock Option Grant Agreement. — SC-TO-I — (d)(7) 7/25/2012 10.93† Form of Amendment to Caesars EntertainmentCorporation Management Equity Incentive Plan StockOption Grant Agreement. — SC-TO-I — (d)(8) 7/25/2012 10.94† Financial Counseling Plan of Harrah'sEntertainment, Inc., as amended January 1996. — 10-K 12/31/1995 10.22 3/6/1996 10.95† Waiver of Financial Counseling Plan, effective as of April29, 2013, by and between Gary W. Loveman and CaesarsEntertainment Corporation. — 10-Q 3/31/2013 10.31 5/9/2013 10.96† 2009 Senior Executive Incentive Plan, amended andrestated December 7, 2012. — 10-K/A 12/31/2012 10.90 3/15/2013 10.97† Caesars Entertainment Corporation Omnibus IncentivePlan, dated November 14, 2012. — 10-K/A 12/31/2012 10.91 3/15/2013 10.98† Employment Agreement made as of December 21, 2014,between Caesars Entertainment Corporation, a Delawarecorporation, Caesars Enterprise Services, LLC, and, forcertain purposes specified herein, only, CaesarsAcquisition Company, and Gary W. Loveman. — 10-K 12/31/2014 10.99 3/16/2015 130 Incorporated by ReferenceExhibit Number Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date 10.99† Amendment and Restatement, dated December 29, 2014,of that certain award agreement made by and betweenCaesars Entertainment Corporation, and Gary Loveman,dated September 20, 2012, relating to an award ofOptions under the Caesars Entertainment Corporation2012 Performance Incentive Plan. — 10-K 12/31/2014 10.100 3/16/2015 10.100† Amendment and Restatement, dated as of December 29,2014, of that certain award agreement made by andbetween Caesars Entertainment Corporation, and GaryLoveman, dated April 16, 2012, relating to an award ofOptions under the Caesars Entertainment Corporation2012 Performance Incentive Plan. — 10-K 12/31/2014 10.101 3/16/2015 10.101† Amendment and Restatement, dated as of December 29,2014, of that certain award agreement, made by andbetween Caesars Entertainment Corporation, and GaryLoveman, dated June 28, 2013, relating to an award ofOptions under the Caesars Entertainment Corporation2012 Performance Incentive Plan. — 10-K 12/31/2014 10.102 3/16/2015 10.102† Amendment and Restatement, dated December 29, 2014,of that certain award agreement made by and betweenCaesars Entertainment Corporation and Gary Loveman,dated June 28, 2013, relating to an award of RestrictedStock Units under the Caesars Entertainment Corporation2012 Performance Incentive Plan. — 10-K 12/31/2014 10.103 3/16/2015 10.103† Amendment and Restatement, dated December 29, 2014,of that certain award agreement made by and betweenCaesars Entertainment Corporation and Gary Loveman,dated May 7, 2014, relating to an award of Options underthe Caesars Entertainment Corporation 2012 PerformanceIncentive Plan. — 10-K 12/31/2014 10.104 3/16/2015 10.104† Amendment and Restatement, dated December 29, 2014,of that certain award agreement made by and betweenCaesars Entertainment Corporation, and Gary Loveman,dated May 7, 2014, relating to an award of RestrictedStock Units under the Caesars Entertainment Corporation2012 Performance Incentive Plan. — 10-K 12/31/2014 10.105 3/16/2015 10.105† Letter Agreement, dated February 4, 2015, amongCaesars Entertainment Corporation, Caesars EnterpriseServices, LLC, Caesars Acquisition Company and GaryLoveman. — 10-Q 6/30/2015 10.4 8/6/2015 131 Incorporated by ReferenceExhibit Number Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date 10.106† Employment Agreement dated February 5, 2015, betweenCaesars Entertainment Corporation, Caesars EnterpriseServices, LLC, and Mark Frissora. — 10-K 12/31/2014 10.106 3/16/2015 10.107† Amendment No. 1 to Employment Agreement, made asof August 4, 2015, between Caesars EntertainmentCorporation, Caesars Enterprise Services, LLC and MarkFrissora. — 10-Q 6/30/2015 10.5 8/6/2015 10.108† Employment Agreement dated April 2, 2012, betweenCaesars Entertainment Operating Company, Inc. andTariq M. Shaukat (assigned by Caesars EntertainmentOperating Company, Inc. to Caesars Enterprise Services,LLC on October 1, 2014). — 10-K 12/31/2014 10.107 3/16/2015 10.109† Form of Employment Agreement between CaesarsEntertainment Operating Company, Inc., and Thomas M.Jenkin (assigned by Caesars Entertainment OperatingCompany, Inc. to Caesars Enterprise Services, LLC onOctober 1, 2014). — 8-K — 10.1 1/9/2012 10.110† Employment Agreement made as of April 2, 2009 by andbetween Caesars Entertainment Operating Company, Inc.and Timothy R. Donovan (assigned by CaesarsEntertainment Operating Company, Inc. to CaesarsEnterprise Services, LLC on October 1, 2014). — 10-K/A 12/31/2012 10.87 3/15/2013 10.111† Letter Agreement dated August 19, 2015, by and betweenTimothy Donovan and Caesars Enterprise Services, LLC — 8-K — 10.1 8/19/2015 10.112† Consulting Agreement dated November 10, 2014 betweenDonald Colvin and Caesars Enterprise Services, LLC. — 8-K — 10.1 11/12/2014 10.113† Employment Agreement, made as of November 10, 2014,by and between Caesars Enterprise Services, LLC andEric Hession. — 8-K — 10.2 11/12/2014 10.114† Caesars Acquisition Company Equity-BasedCompensation Plan — 8-K — 10.1 4/16/2014 10.115† Form Equity Compensation Grant Agreement under theCaesars Acquisition Company Equity-BasedCompensation Plan. — 8-K — 10.2 4/16/2014 14 Amended and Restated Code of Business Conduct andEthics, amended February 21, 2013 — 10-K/A 12/31/2013 14 3/15/2013 132 Incorporated by ReferenceExhibit Number Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date 18.1 Preferability letter regarding changes in accountingprinciples — 10-K/A 12/31/2013 18.1 3/15/2013 21 List of Subsidiaries X 23 Consent of Deloitte & Touche, LLP, independentregistered public accounting firm. X 31.1 Certification of Principal Executive Officer Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Principal Financial Officer Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002. X 32.1 Certification of Principal Executive Officer Pursuant toSection 906 of the Sarbanes-Oxley Act of 2002. X 32.2 Certification of Principal Financial Officer Pursuant toSection 906 of the Sarbanes-Oxley Act of 2002. X 99.1 Gaming and Regulatory Overview X 101 The following financial statements from the Company’sForm 10-K for the year ended December 31, 2015,formatted in XBRL: (i) Consolidated Balance Sheets, (ii)Consolidated Statements of Operations, (iii) ConsolidatedStatements of Comprehensive Loss, (iv) ConsolidatedStatement of Stockholders’ Equity, (v) ConsolidatedStatements of Cash Flows, (vi) Notes to ConsolidatedFinancial Statements. X † Denotes a management contract or compensatory plan or arrangement.* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to theSEC a copy of any omitted schedule or exhibit upon request.** Filed by Caesars Entertainment Operating Company, Inc.*** Filed by Caesars Entertainment Resort Properties, LLC133Schedule ICONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLYCAESARS ENTERTAINMENT CORPORATIONCONDENSED BALANCE SHEETS As of December 31,(In millions)2015 2014Assets Current assets Cash and cash equivalents$48 $378Restricted cash— 11Prepayments and other current assets7 25Intercompany receivables18 10Total current assets73 424Restricted cash100 76Deferred income taxes— 4Deferred charges and other94 —Intercompany receivables— 40Investment in subsidiary1,871 —Total assets$2,138 $544 Liabilities and Stockholders’ Equity/(Deficit) Current liabilities Accounts payable$4 $—Accrued expenses940 —Interest payables— 1Intercompany payables— 6Current portion of long-term debt— 13Total current liabilities944 20Accumulated losses of subsidiaries in excess of investment— 5,214Deferred credits and other53 2Deferred income taxes154 —Intercompany payables— 55Total liabilities1,151 5,291Total stockholders’ equity/(deficit)987 (4,747)Total liabilities and stockholders’ equity/(deficit)$2,138 $544See accompanying Notes to Condensed Financial Information. 134Schedule ICONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLYCAESARS ENTERTAINMENT CORPORATIONCONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS Years Ended December 31,(In millions)2015 2014 2013Net revenues$12 $— $—Operating expenses Income on interests in non-consolidated affiliates— (1) (1)(Gain)/loss on interests in subsidiaries(144) 2,765 2,923Corporate expense95 14 16Other operating costs111 10 —Total operating expenses62 2,788 2,938Loss from operations(50) (2,788) (2,938)Interest income (expense)(4) (3) 2Gain on investment in subsidiaries and other6,110 15 23Income/(loss) from operations before income taxes6,056 (2,776) (2,913)Income tax benefit/(provision)(136) (7) —Net income/(loss)5,920 (2,783) (2,913)Other comprehensive income, net of income taxes— — —Comprehensive income/(loss)$5,920 $(2,783) $(2,913)See accompanying Notes to Condensed Financial Information.135Schedule ICONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLYCAESARS ENTERTAINMENT CORPORATIONCONDENSED STATEMENT OF CASH FLOWS Years Ended December 31,(In millions)2015 2014 2013Cash flows provided by/(used in) operating activities$(276) $152 $408Cash flows from investing activities Increase in restricted cash(44) (56) (140)Decrease in restricted cash20 20 89Purchase of additional interest in subsidiary— — (581)Purchase of LINQ/Octavius— — (81)Proceeds paid for sale of assets— — (29)Proceeds from long term receivable40 — —Cash flows provided by/(used in) investing activities16 (36) (742)Cash flows from financing activities Issuance of common stock, net of fees— 136 217Proceeds from the issuance of long-term debt— 13 —Repayments of long-term debt(68) — —Transfer to affiliates— — 223Other financing(2) — —Cash flows provided by/(used in) financing activities(70) 149 440Net increase in cash and cash equivalents(330) 265 106Cash and cash equivalents, beginning of period378 113 7Cash and cash equivalents, end of period$48 $378 $113See accompanying Notes to Condensed Financial Information.136Schedule ICONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLYCAESARS ENTERTAINMENT CORPORATIONNOTES TO CONDENSED FINANCIAL INFORMATION1.Background and basis of presentationThese condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X, as the restricted netassets of Caesars Entertainment Corporation and its subsidiaries exceed 25% of the consolidated net assets of Caesars Entertainment Corporation and itssubsidiaries (the “Company”). This information should be read in conjunction with the company’s consolidated financial statements included elsewhere in thisfiling.2.Restricted net assets of subsidiariesCertain of the Company’s subsidiaries have restrictions on their ability to pay dividends or make intercompany loans and advances pursuant to financingarrangements and regulatory restrictions. The amount of restricted net assets the Company’s consolidated subsidiaries held at December 31, 2015 and 2014 wasapproximately $2.1 billion and $2.4 billion , respectively. Such restrictions are on net assets of Caesars Entertainment Corporation and its subsidiaries. The amountof restricted net assets in the Company’s unconsolidated subsidiaries was not material to the financial statements.3.Commitments, contingencies, and long-term obligationsFor a discussion of the Company’s commitments, contingencies, and long-term obligations under its senior secured credit facilities, see Note 13 of the Company’sconsolidated financial statements.4.Impact of deconsolidation of Caesars Entertainment Operating Company, Inc. (“CEOC”)The accompanying financial statements are based upon the Company's current conclusions regarding ownership of assets and obligation to pay liabilities. OnJanuary 15, 2015, CEOC (the Company's largest subsidiary) and certain of its U.S. subsidiaries voluntarily filed for reorganization under Chapter 11 of the UnitedStates Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Illinois in Chicago (the “Bankruptcy Court”). Because CEOC is underthe control of the Bankruptcy Court, CEC deconsolidated this subsidiary effective January 15, 2015.5.Going concernAs described more fully in Note 1 of the Company’s consolidated financial statements, the Company made material commitments under CEOC’s plan ofreorganization (the “Restructuring”) and is a defendant in litigation, including the Noteholder Disputes, and other noteholder disputes relating to certain CEOCtransactions dating back to 2010. The circumstances described in Note 1 under “ CEC Liquidity ” raise substantial doubt as to the Company’s ability to continue asa going concern without securing additional funding to meet its ongoing obligations and its commitments under the Restructuring. Additionally, in each of thelitigation matters disclosed in Note 1 under “ Litigation ,” claims have been made or could be made against the Company that, if resolved against it, raisesubstantial doubt about the Company’s ability to continue as a going concern. Under the terms of the Restructuring, all such litigation should be resolved.However, in the event of a material adverse ruling on one or all of the litigation matters disclosed in Note 1 , it is likely that a reorganization under Chapter 11 ofthe Bankruptcy Code would be necessary.137SIGNATURESPursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized. CAESARS ENTERTAINMENT CORPORATION February 26, 2016By: / S / MARK P. FRISSORA Mark P. Frissora Chief Executive Officer and PresidentPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of theregistrant in the capacities and on the dates indicated.Signature Title Date /s/ JEFFREY BENJAMIN Director February 26, 2016Jeffrey Benjamin /s/ DAVID BONDERMAN Director February 26, 2016David Bonderman /s/ KELVIN DAVIS Director February 26, 2016Kelvin Davis /s/ FRED J. KLEISNER Director February 26, 2016Fred J. Kleisner /s/ GARY W. LOVEMAN Director and Chairman of the Board February 26, 2016Gary W. Loveman /s/ ERIC PRESS Director February 26, 2016Eric Press /s/ MARC ROWAN Director February 26, 2016Marc Rowan /s/ DAVID SAMBUR Director February 26, 2016David Sambur /s/ LYNN C. SWANN Director February 26, 2016Lynn C. Swann /s/ CHRISTOPHER J. WILLIAMS Director February 26, 2016Christopher J. Williams /s/ MARK P. FRISSORA Director, President, and February 26, 2016Mark P. Frissora Chief Executive Officer /s/ ERIC HESSION Executive Vice President and February 26, 2016Eric Hession Chief Financial Officer /s/ KEITH A. CAUSEY Senior Vice President and February 26, 2016Keith A. Causey Chief Accounting Officer 138Exhibit 21CAESARS ENTERTAINMENT CORPORATIONLIST OF SUBSIDIARIESAs of February 23, 2016Name Jurisdiction ofIncorporation190 Flamingo, LLC Nevada3535 LV Corp. Nevada3535 LV Parent, LLC DelawareAC Conference Holdco., LLC DelawareAC Conference Newco., LLC DelawareAJP Holdings, LLC DelawareAJP Parent, LLC DelawareAster Insurance Ltd. BermudaB I Gaming Corporation NevadaBally's Las Vegas Manager, LLC DelawareBally's Midwest Casino, Inc. DelawareBally's Park Place, Inc. New JerseyBaluma Cambio, S.A. UruguayBaluma Holdings S.A. 1 BahamasBaluma Ltda. BrazilBaluma S.A. 2 UruguayBenco, Inc. NevadaBiloxi Hammond, LLC DelawareBiloxi Village Walk Development, LLC DelawareBL Development Corp. MinnesotaBoardwalk Regency Corporation New JerseyBPP Providence Acquisition Company, LLC DelawareBrussels Casino S.A. BelgiumBurlington Street Services Limited England/WalesCA Hospitality Holding Company, Ltd. British Virgin IslandsCaesars Air, LLC DelawareCaesars Asia Limited Hong KongCaesars Bahamas Investment Corporation BahamasCaesars Bahamas Management Corporation BahamasCaesars Baltimore Acquisition Company, LLC DelawareCaesars Baltimore Development Company, LLC DelawareCaesars Baltimore Management Company, LLC DelawareCaesars Canada Marketing Services Corporation CanadaCaesars Casino Castilla La Mancha S.A. 3 SpainCaesars Enterprise Services, LLC 4 DelawareCaesars Entertainment Canada Holding, Inc. NevadaCaesars Entertainment Finance Corp. NevadaCaesars Entertainment Golf, Inc. NevadaCaesars Entertainment Operating Company, Inc. 5 DelawareCaesars Entertainment Resort Properties Finance, Inc. DelawareCaesars Entertainment Resort Properties Holdco, LLC DelawareCaesars Entertainment Resort Properties, LLC DelawareCaesars Entertainment Retail, Inc. NevadaCaesars Entertainment Services (UK) Ltd. United KingdomCaesars Entertainment UK Ltd. United KingdomCaesars Entertainment Windsor Limited CanadaCaesars Escrow Corporation DelawareCaesars Europe Development, LLC DelawareCaesars Florida Acquisition Company, LLC DelawareCaesars Hotel Castilla La Mancha, S.L. SpainCaesars India Sponsor Company, LLC NevadaName Jurisdiction ofIncorporationCaesars Growth Partners, LLC 6 DelawareCaesars Korea Holding Company, LLC DelawareCaesars Korea Services, LLC DelawareCaesars License Company, LLC NevadaCaesars Linq, LLC DelawareCaesars Marketing Services Corporation NevadaCaesars Massachusetts Acquisition Company, LLC DelawareCaesars Massachusetts Development Company, LLC DelawareCaesars Massachusetts Investment Company, LLC DelawareCaesars Massachusetts Management Company, LLC DelawareCaesars New Jersey, Inc. New JerseyCaesars Octavius, LLC DelawareCaesars Ohio Acquisition, LLC DelawareCaesars Ohio Investment, LLC DelawareCaesars Ontario Holding, Inc. CanadaCaesars Operating Escrow LLC DelawareCaesars Palace Corporation DelawareCaesars Palace Realty Corporation NevadaCaesars Palace Sports Promotions, Inc. NevadaCaesars Riverboat Casino, LLC IndianaCaesars Spain Holdings Limited England/WalesCaesars Tournament, LLC DelawareCaesars Trex, Inc. DelawareCaesars United Kingdom, Inc. NevadaCaesars World International Corporation PTE, Ltd. SingaporeCaesars World International Far East Limited Hong KongCaesars World Marketing Corporation New JerseyCaesars World Merchandising, Inc. NevadaCaesars World, Inc. FloridaCalifornia Clearing Corporation CaliforniaCasanova Club Limited England/WalesCasino Computer Programming, Inc. IndianaCG Services, LLC DelawareCH Management Company, Ltd. Hong KongChester Downs and Marina LLC 7 PennsylvaniaChester Downs Finance Corp. DelawareChester Facility Holding Company, LLC DelawareChristian County Land Acquisition Company, LLC DelawareCinderlane, Inc. NevadaConsolidated Supplies, Services and Systems NevadaCorby Leisure Retail Development Limited England/WalesCorner Investment Company Newco, LLC NevadaCreator Capital Limited 8 BermudaCromwell Manager, LLC DelawareCulembourg Metropole Casino (Pty) Limited South AfricaCZL Development Company, LLC DelawareCZL Investment Company, LLC DelawareCZL Management Company, LLC DelawareDagger Holdings Limited England/WalesDCH Exchange, LLC NevadaDCH Lender, LLC NevadaDes Plaines Development Limited Partnership 9 DelawareDesert Palace, Inc. NevadaDurante Holdings, LLC NevadaEast Beach Development Corporation MississippiEmerald Safari Resort (Pty) Limited 10 South AfricaName Jurisdiction ofIncorporationFHR Corporation NevadaFHR Parent, LLC DelawareFlamingo CERP Manager, LLC NevadaFlamingo Las Vegas Operating Company, LLC NevadaFlamingo-Laughlin, LLC NevadaFlamingo-Laughlin Parent, LLC DelawareGB Investor, LLC DelawareGCA Acquisition Subsidiary, Inc. MinnesotaGNOC, Corp. New JerseyGolden Nugget Club Limited England/WalesGrand Casinos of Biloxi, LLC MinnesotaGrand Casinos of Mississippi, LLC - Gulfport MississippiGrand Casinos, Inc. MinnesotaGrand Media Buying, Inc. MinnesotaHAC CERP Manager, LLC New JerseyHarrah South Shore Corporation CaliforniaHarrah's (Barbados) SRL BarbadosHarrah's Activity Limited England/WalesHarrah's Arizona Corporation NevadaHarrah's Atlantic City Mezz 1, LLC DelawareHarrah's Atlantic City Mezz 2, LLC DelawareHarrah's Atlantic City Mezz 3, LLC DelawareHarrah's Atlantic City Mezz 4, LLC DelawareHarrah's Atlantic City Mezz 5, LLC DelawareHarrah's Atlantic City Mezz 6, LLC DelawareHarrah's Atlantic City Mezz 7, LLC DelawareHarrah's Atlantic City Mezz 8, LLC DelawareHarrah's Atlantic City Mezz 9, LLC DelawareHarrah's Atlantic City Operating Company, LLC New JerseyHarrah's Atlantic City Propco, LLC DelawareHarrah's BC, Inc. DelawareHarrah's Bossier City Investment Company, LLC LouisianaHarrah's Bossier City Management Company, LLC NevadaHarrah's Chester Downs Investment Company, LLC DelawareHarrah's Chester Downs Management Company, LLC NevadaHarrah's Entertainment Limited England/WalesHarrah's Illinois Corporation NevadaHarrah's Interactive Investment Company NevadaHarrah's International C.V . The NetherlandsHarrah's International Holding Company, Inc. DelawareHarrah's Investments, Inc. NevadaHarrah's Iowa Arena Management, LLC DelawareHarrah's Las Vegas, LLC NevadaHarrah's Laughlin, LLC NevadaHarrah's Management Company NevadaHarrah's Maryland Heights Operating Company NevadaHarrah's MH Project, LLC DelawareHarrah's NC Casino Company, LLC North CarolinaHarrah's New Orleans Management Company NevadaHarrah's North Kansas City LLC MissouriHarrah's Nova Scotia ULC Nova ScotiaHarrah's Operating Company Memphis, LLC DelawareHarrah's Pittsburgh Management Company NevadaHarrah's Reno Holding Company, Inc. NevadaHarrah's Shreveport Investment Company, LLC NevadaHarrah's Shreveport Management Company, LLC NevadaName Jurisdiction ofIncorporationHarrah's Shreveport/Bossier City Holding Company, LLC DelawareHarrah's Shreveport/Bossier City Investment Company, LLC DelawareHarrah's Southwest Michigan Casino Corporation NevadaHarrah's Travel, Inc. NevadaHarrah's West Warwick Gaming Company, LLC DelawareHarveys BR Management Company, Inc. NevadaHarveys C.C. Management Company, Inc. NevadaHarveys Iowa Management Company, Inc. NevadaHarveys Tahoe Management Company, Inc. NevadaH-BAY, LLC NevadaHBR Realty Company, Inc. NevadaHCAL, LLC NevadaHCR Services Company, Inc. NevadaHEI Holding C.V. The NetherlandsHEI Holding Company One, Inc. NevadaHEI Holding Company Two, Inc. NevadaHET International 1 B.V. The NetherlandsHET International 2 B.V. The NetherlandsHHLV Management Company, LLC NevadaHIE Holdings Topco, Inc. DelawareHIE Holdings, Inc. DelawareHLV CERP Manager, LLC NevadaHole in the Wall, LLC NevadaHorseshoe Cincinnati Management, LLC DelawareHorseshoe Cleveland Management, LLC DelawareHorseshoe Entertainment LouisianaHorseshoe Gaming Holding, LLC DelawareHorseshoe GP, LLC NevadaHorseshoe Hammond, LLC IndianaHorseshoe Ohio Development, LLC DelawareHorseshoe Shreveport, L.L.C. LouisianaHTM Holding, Inc. NevadaInter Casino Management (Egypt) Limited Isle of ManJCC Holding Company II Newco, LLC DelawareJGB Vegas Retail Lessee, LLC 11 NevadaKoval Holdings Company, LLC DelawareKoval Investment Company, LLC NevadaLAD Hotel Partners, LLC 12 LouisianaLas Vegas Golf Management, LLC NevadaLas Vegas Resort Development, Inc. NevadaLaughlin CERP Manager, LLC NevadaLaundry Parent, LLC DelawareLCI (Overseas) Investments Pty Ltd. South AfricaLCI plc England/WalesLifeboat, Inc. LouisianaLondon Clubs (Overseas) Limited England/WalesLondon Clubs Brighton Limited England/WalesLondon Clubs Glasgow Limited ScotlandLondon Clubs Holdings Limited England/WalesLondon Clubs International Limited England/WalesLondon Clubs Leeds Limited England/WalesLondon Clubs Limited England/WalesLondon Clubs LSQ Limited England/WalesLondon Clubs Management Limited England/WalesLondon Clubs Manchester Limited England/WalesLondon Clubs Nottingham Limited England/WalesName Jurisdiction ofIncorporationLondon Clubs Poker Room Limited England/WalesLondon Clubs South Africa Limited England/WalesLondon Clubs Southend Limited England/WalesLondon Clubs Trustee Limited England/WalesLVH Corporation NevadaLVH Parent, LLC DelawareMartial Development Corporation New JerseyNevada Marketing, LLC NevadaNew Gaming Capital Partnership NevadaOcean Showboat, Inc. New JerseyOctavius Linq Holding Co., LLC DelawareOctavius/Linq Intermediate Holding, LLC DelawareOCZ Holdings Pte. Ltd. 13 SingaporeParball Corporation NevadaParball Parent, LLC DelawareParis CERP Manager, LLC NevadaParis Las Vegas Operating Company, LLC NevadaPark Place Finance, ULC Nova ScotiaPH Employees Parent, LLC DelawarePHW Investments, LLC DelawarePHW Las Vegas, LLC NevadaPHW Manager, LLC NevadaPlayboy Club (London) Limited England/WalesPlayers Bluegrass Downs, Inc. KentuckyPlayers Development, Inc. NevadaPlayers Holding, LLC NevadaPlayers International, LLC NevadaPlayers LC, LLC NevadaPlayers Maryland Heights Nevada, LLC NevadaPlayers Resources, Inc. NevadaPlayers Riverboat II, LLC LouisianaPlayers Riverboat Management, LLC NevadaPlayers Riverboat, LLC NevadaPlayers Services, Inc. New JerseyR Casino Limited England/WalesR Club (London) Limited England/WalesReno Crossroads, LLC DelawareReno Projects, Inc. NevadaRio CERP Manager, LLC NevadaRio Development Company, Inc. NevadaRio Properties, LLC NevadaRio Property Holding, LLC NevadaRobinson Property Group Corp. MississippiRoman Entertainment Corporation of Indiana IndianaRoman Holding Corporation of Indiana IndianaRomulus Risk and Insurance Company, Inc. NevadaShowboat Atlantic City Mezz 1, LLC DelawareShowboat Atlantic City Mezz 2, LLC DelawareShowboat Atlantic City Mezz 3, LLC DelawareShowboat Atlantic City Mezz 4, LLC DelawareShowboat Atlantic City Mezz 5, LLC DelawareShowboat Atlantic City Mezz 6, LLC DelawareShowboat Atlantic City Mezz 7, LLC DelawareShowboat Atlantic City Mezz 8, LLC DelawareShowboat Atlantic City Mezz 9, LLC DelawareShowboat Atlantic City Operating Company, LLC New JerseyName Jurisdiction ofIncorporationShowboat Atlantic City Propco, LLC DelawareShowboat Holding, Inc. NevadaShowboat Nova Scotia ULC Nova ScotiaSouthern Illinois Riverboat/Casino Cruises, Inc. IllinoisSterling Suffolk Racecourse, LLC 14 MassachusettsTahoe Garage Propco, LLC DelawareThe Caesars Foundation NevadaThe Quad Manager, LLC DelawareThe Sportsman Club Limited England/WalesThistledown Management, LLC DelawareTRB Flamingo, LLC NevadaTrigger Real Estate Corporation NevadaTunica Roadhouse Corporation DelawareTwain Avenue, Inc. NevadaVillage Walk Construction, LLC DelawareWindsor Casino Limited CanadaWinnick Holdings, LLC DelawareWinnick Parent, LLC DelawareWoodbury Manager, LLC Delaware 1 11.46% B I Gaming Corporation; 83.77% Harrah's International Holding Company, Inc.; 4.77% third party shareholders2 55% Baluma Holdings S.A.; 45% non-affiliate3 60% Harrah's Entertainment Limited.; 40% non-affiliate4 69% Caesars Entertainment Operating Company, Inc.: 20.2% CERP; 10.8% CGPH5 89% Caesars Entertainment Corporation; 6% Management shareholders; 5% non-affiliates6 42.64% Caesars Acquisition Company; 57.36 % affiliates of Caesars Entertainment Corporation7 99.5% Harrah's Chester Downs Investment Company, LLC; 0.5% third party shareholders8 7.5% Harrah's Interactive Investment Company; 92.5% non-affiliate9 80% Harrah's Illinois Corporation; 20% non-affiliate10 70% LCI (Overseas) Investments Pty Ltd.; 30% non-affiliate11 16.25% GB Investor, LLC; 83.75% non- affiliate12 49% Harrah's Bossier City Investment Company, LLC; 51% non-affiliate13 50% Caesars Korea Holding Company, LLC; 50% non-affiliate14 4.2% Caesars Massachusetts Investment Company, LLC; 95.8% non-affiliate Exhibit 23CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe consent to the incorporation by reference in Registration Statement Nos. 333-182385 and 333-204343 on Form S-8 and Registration Statement No. 333-180116 on Form S-3 of Caesars Entertainment Corporation of our report dated February 26, 2016 , relating to the consolidated balance sheets of CaesarsEntertainment Corporation and subsidiaries (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of operations andcomprehensive income/(loss), stockholders' equity/(deficit) and cash flows for each of the three years in the period ended December 31, 2015, and the consolidatedfinancial statement schedules included in Item 15, which expresses an unqualified opinion on those consolidated financial statements and financial statementschedules and included an emphasis of a matter paragraph regarding the Company’s majority owned subsidiary, Caesars Entertainment Operating Company, Inc.(CEOC) and certain of its U.S. subsidiaries filing for reorganization under Chapter 11 of the Bankruptcy Code, which resulted in the Company deconsolidatingCEOC effective January 15, 2015 and an explanatory paragraph regarding uncertainties that raise substantial doubt about the ability of the Company to continue asa going concern; and of our report dated February 26, 2016, on the Company's internal control over financial reporting as of December 31, 2015, which expressedan unqualified opinion on the Company's internal control over financial reporting, both appearing in the Annual Report on Form 10-K of Caesars EntertainmentCorporation for the year ended December 31, 2015./s/ DELOITTE & TOUCHE LLPLas Vegas, NevadaFebruary 26, 2016Exhibit 31.1I, Mark P. Frissora, certify that:1.I have reviewed this annual report on Form 10-K of Caesars Entertainment Corporation;2.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 thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct 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 theregistrant and have:a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recentfiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant'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 reasonablylikely to adversely affect the registrant's ability to record, process, summarize and report financial information; andb)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controlover financial reporting. Date:February 26, 2016 By:/S/ MARK P. FRISSORA Mark P. Frissora President and Chief Executive Officer Exhibit 31.2I, Eric Hession, certify that:1.I have reviewed this annual report on Form 10-K of Caesars Entertainment Corporation;2.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 thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct 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 theregistrant and have:a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recentfiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant'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 reasonablylikely to adversely affect the registrant's ability to record, process, summarize and report financial information; andb)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controlover financial reporting. Date:February 26, 2016 By:/ S / ERIC HESSION Eric Hession Executive Vice President and Chief Financial OfficerExhibit 32.1 Certification of Principal Executive OfficerPursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Caesars Entertainment Corporation (the“Company”), hereby certifies, to such officer's knowledge, that:(i)the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2015 (the “Report”) fully complies with the requirementsof 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.Date:February 26, 2016 By:/S/ MARK P. FRISSORA Mark P. Frissora 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 theSecurities 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 datehereof, regardless of any general incorporation language in such filing.Exhibit 32.2Certification of Principal Financial OfficerPursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Caesars Entertainment Corporation (the“Company”), hereby certifies, to such officer's knowledge, that:(i)the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2015 (the “Report”) fully complies with the requirementsof 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.Date:February 26, 2016 By:/ S / ERIC HESSION Eric Hession Executive Vice President and Chief Financial OfficerThe 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 theSecurities 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 datehereof, regardless of any general incorporation language in such filing.Exhibit 99.1GAMING REGULATORY OVERVIEWGeneralThe ownership and operation of casino entertainment facilities are subject to pervasive regulation under the laws, rules and regulations of each of thejurisdictions in which we operate. Gaming laws are based upon declarations of public policy designed to ensure that gaming is conducted honestly, competitivelyand free of criminal and corruptive elements. Since the continued growth and success of gaming is dependent upon public confidence, gaming laws protect gamingconsumers and the viability and integrity of the gaming industry, including prevention of cheating and fraudulent practices. Gaming laws may also be designed toprotect and maximize state and local revenues derived through taxation and licensing fees imposed on gaming industry participants and enhance economicdevelopment and tourism. To accomplish these public policy goals, gaming laws establish procedures to ensure that participants in the gaming industry meetcertain 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 safeguardingof 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 controlspertaining to gaming.Typically, regulatory environments in the jurisdictions in which we operate are established by statute and are administered by a regulatory agency oragencies with interpretive authority with respect to gaming laws and regulations and broad discretion to regulate the affairs of owners, managers, andpersons/entities with financial interests in gaming operations. Among other things, gaming authorities in the various jurisdictions in which we operate:•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 debttransactions engaged in by such participants; and•Establish and collect fees and/or taxes. Licensing and Suitability DeterminationsGaming laws require us, each of our subsidiaries engaged in gaming operations, certain of our directors, officers and employees, and in some cases, ourstockholders and holders of our debt securities, to obtain licenses or findings of suitability from gaming authorities. Licenses or findings of suitability typicallyrequire a determination that the applicant qualifies or is suitable. Gaming authorities have very broad discretion in determining whether an applicant qualifies forlicensing or should be deemed suitable. Subject to certain administrative proceeding requirements, the gaming regulators have the authority to deny any applicationor limit, condition, restrict, revoke or suspend any license, registration, finding of suitability or approval, or fine any person licensed, registered or found suitable orapproved, for any cause deemed reasonable by the gaming authorities. Criteria used in determining whether to grant a license or finding of suitability, whilevarying 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 andexhibits the ability to maintain adequate insurance levels;•The quality of the applicant's casino facilities;•The amount of revenue to be derived by the applicable jurisdiction through operation of the applicant's gaming facility;•The applicant's practices with respect to minority hiring and training; 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 characterof those with whom the individual associates.Many jurisdictions limit the number of licenses granted to operate gaming facilities within the jurisdiction, and some jurisdictions limit the number oflicenses granted to any one gaming operator. For example, in Indiana, state law allows us to only hold two gaming licenses. Licenses under gaming laws aregenerally not transferable unless the transfer is approved by the requisite regulatory agency. Licenses in many of the jurisdictions in which we conduct gamingoperations are granted for limited durations and require renewal from time to time. In Iowa, our ability to continue our casino operations is subject to a referendumevery eight years or at any time upon petition of the voters in the county in which we operate; the most recent referendum occurred in 2010. Our New Orleanscasino operates under a contract with the Louisiana gaming authorities which extends until 2018, with a ten-year renewal period. There can be no assurance thatany of our licenses or any of the above mentioned contracts will be renewed, or with respect to our gaming operations in Iowa, that continued gaming activity willbe approved in any referendum.Most jurisdictions have statutory or regulatory provisions that govern the required action that must be taken in the event that a license is revoked or notrenewed. For example, under Indiana law, a trustee approved by gaming authorities will assume complete operational control of our riverboat in the event ourlicense is revoked or not renewed, and will be authorized to take any action necessary to sell the property if we are unable to find a suitable buyer within 180 days.In addition to us and our direct and indirect subsidiaries engaged in gaming operations, gaming authorities may investigate any individual or entity having amaterial relationship to, or material involvement with, any of these entities to determine whether such individual is suitable or should be licensed as a businessassociate of a gaming licensee. Certain jurisdictions require that any change in our directors or officers, including the directors or officers of our subsidiaries, mustbe approved by the requisite regulatory agency. Our officers, directors and certain key employees must also file applications with the gaming authorities and maybe required to be licensed, qualified or be found suitable in many jurisdictions. Gaming authorities may deny an application for licensing for any cause which theydeem reasonable. Qualification and suitability determinations require submission of detailed personal and financial information followed by a thoroughinvestigation. The burden of demonstrating suitability is on the applicant, who must pay all the costs of the investigation. Changes in licensed positions must bereported to gaming authorities and in addition to their authority to deny an application for licensure, qualification or a finding of suitability, gaming authoritieshave 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 arelationship with us, we would have to sever all relationships with such person. In addition, gaming authorities may require us to terminate the employment of anyperson 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 qualifyor have his, her or its suitability determined. For example, under Nevada gaming laws, each person who acquires, directly or indirectly, beneficial ownership of anyvoting security, or beneficial or record ownership of any non-voting security or any debt security in a public corporation which is registered with the NevadaGaming Commission (the “Commission”), such as Caesars Entertainment Corporation, may be required to be found suitable if the Commission has reason tobelieve 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 Commission. Any person required by the Commission to be found suitable shall apply for a finding of suitability within 30 days afterthe Commission's request that he or she should do so and, together with his or her application for suitability, deposit with the Nevada Gaming Control Board (the“Board”) a sum of money which, in the sole discretion of the Board, will be adequate to pay the anticipated costs and charges incurred in the investigation andprocessing of that application for suitability, and deposit such additional sums as are required by the 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 holddirectly or indirectly the beneficial ownership of any voting security or the beneficial or record ownership of any nonvoting security or any debt security of anypublic corporation which is registered with the gaming authority, such as Caesars Entertainment Corporation, 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 associateor affiliate with gaming licensees in that particular jurisdiction and could impact the person's ability to associate or affiliate with gaming licensees in otherjurisdictions.Many jurisdictions also require any person who acquires beneficial ownership of more than a certain percentage of our voting securities and, in somejurisdictions, our non-voting securities, typically 5%, to report the acquisition to gaming authorities, and gaming authorities may require such holders to apply forqualification or a finding of suitability. Most gaming authorities, however, allow an “institutional investor” to apply for a waiver that allows the “institutionalinvestor” to acquire, in most cases, up to 15% of our voting securities without applying for qualification or a finding of suitability. An “institutional investor” isgenerally defined as an investor acquiring and holding voting securities in the ordinary course of business as an institutional investor, and not for the purpose ofcausing, directly or indirectly, the election of a majority of the members of our board of directors, any change in our corporate charter, bylaws, 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 ourvoting securities for investment purposes only. An application for a waiver as an institutional investor requires the submission of detailed information about thecompany and its regulatory filings, the name of each person that beneficially owns more than 5% of the institutional investor's voting securities or other equivalentand 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 isgranted, an institutional investor generally may not take any action inconsistent with its status when the waiver was granted without once again becoming subjectto the foregoing reporting and application obligations. A change in the investment intent of an institutional investor must be reported to certain regulatoryauthorities immediately after its decision.Notwithstanding, each person who acquires directly or indirectly, beneficial ownership of any voting security, or beneficial or record ownership of anynonvoting security or any debt security in our company may be required to be found suitable if a gaming authority has reason to believe that such person'sacquisition 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 bygaming 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, afterrequest, fails to identify the beneficial owner. Any person found unsuitable or denied a license and who holds, directly or indirectly, any beneficial ownership ofour 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 besubject 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 oursubsidiaries, 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 many jurisdictions generally do not require the individual holders of debt securities such as notes to be investigated and found suitable, gamingauthorities 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 instrumentsexercises a material influence over the gaming operations of the entity in question. Any holder of debt securities required to apply for a finding of suitability orotherwise qualify must generally pay all investigative fees and costs of the gaming authority in connection with such an investigation. If the gaming authoritydetermines that a person is unsuitable to own a debt security, we may be subject to disciplinary action, including the loss of our approvals, if without the priorapproval of the gaming authority, we:•pay to the unsuitable person any dividend, 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 orotherwise be found suitable by the gaming authority.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 forqualification 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 thegaming regulatory authorities approve interim authorization, and while the application for plenary qualification is pending, such holder may, through the approvedtrustee, continue to exercise all rights incident to the ownership of the securities. If the gaming regulatory authorities deny interim authorization, the trust shallbecome 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 thesecurity 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 theinvestment (as defined by New Jersey gaming laws). If the security holder obtains interim authorization but the gaming authorities later find reasonable cause tobelieve 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 toownership pending a determination on such holder's qualifications. However, during the period the securities remain in trust, the security holder may petition theNew 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 toexceed 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 foundunqualified, 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 actualcost 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 securityholder is found qualified, the trust agreement will be terminated.Additionally, following the Reclassification, the Certificates of Incorporation of CEC and CEOC contain provisions establishing the right to redeem thesecurities 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 ifsuch 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 previouslyissued license or permit rescinded, suspended, revoked or not renewed. The Certificates of Incorporation also contain provisions defining the redemption price andthe rights of a disqualified security holder. In the event a security holder is disqualified, the New Jersey gaming authorities are empowered to propose anynecessary action to protect the public interest, including the suspension or revocation of the licenses for the casinos we own in New Jersey.Many jurisdictions also require that manufacturers and distributors of gaming equipment and suppliers of certain goods and services to gaming industryparticipants be licensed and require us to purchase and lease gaming equipment, supplies and services only from licensed suppliers.Violations of Gaming LawsIf we or our subsidiaries violate applicable gaming laws, our gaming licenses could be limited, conditioned, suspended or revoked by gaming authorities, andwe and any other persons involved could be subject to substantial fines. Further, a supervisor or conservator can be appointed by gaming authorities to operate ourgaming properties, or in some jurisdictions, take title to our gaming assets in the jurisdiction, and under certain circumstances, earnings generated during suchappointment could be forfeited to the applicable jurisdictions. Furthermore, violations of laws in one jurisdiction could result in disciplinary action in otherjurisdictions. As a result, violations by us of applicable gaming laws could have a material adverse effect on our financial condition, prospects and results ofoperations.Reporting and Recordkeeping RequirementsWe are required periodically to submit detailed financial and operating reports and furnish any other information about us and our subsidiaries which gamingauthorities may require. Under federal law, we are required to record and submit detailed reports of currency transactions involving greater than $10,000 at ourcasinos and Suspicious Activity Reports (“SARCs”) if the facts presented so warrant. Some jurisdictions require us to maintain a log that records aggregate cashtransactions in the amount of $3,000 or more. We are required to maintain a current stock ledger which may be examined by gaming authorities at any time. Wemay also be required to disclose to gaming authorities upon request the identities of the holders of our debt or other securities. If any securities are held in trust byan 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 disclosuremay be grounds for finding the record holder unsuitable. In Indiana, we are required to submit a quarterly report to gaming authorities disclosing the identity of allpersons holding interests of 1% or greater in a riverboat licensee or holding company. Gaming authorities may also require certificates for our stock to bear alegend indicating that the securities are subject to specified gaming laws. In certain jurisdictions, gaming authorities have the power to impose additionalrestrictions on the holders of our securities at any time.Review and Approval of TransactionsSubstantially all material loans, leases, sales of securities and similar financing transactions by us and our subsidiaries must be reported to, or approved by,gaming authorities. Neither we nor any of our subsidiaries may make a public offering of securities without the prior approval of certain gaming authorities if thesecurities or the proceeds therefrom are intended to be used to construct, acquire or finance gaming facilities in such jurisdictions, or to retire or extend obligationsincurred for such purposes. Such approval, if given, does not constitute a recommendation or approval of the investment merits of the securities subject to theoffering. Changes in control through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or otherwise, require prior approvalof gaming authorities in certain jurisdictions. Entities seeking to acquire control of us or one of our subsidiaries must satisfy gaming authorities with respect to avariety of stringent standards prior to assuming control. Gaming authorities may also require controlling stockholders, officers, directors and other persons havinga material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process relating to thetransaction.Certain gaming laws and regulations in jurisdictions we operate in establish that certain corporate acquisitions opposed by management, repurchases ofvoting securities and corporate defense tactics affecting us or our subsidiaries may be injurious to stable and productive corporate gaming, and as a result, priorapproval may be required before we may make exceptional repurchases of voting securities (such as repurchases which treat holders differently) above the currentmarket price and before a corporate acquisition opposed by management can be consummated. In certain jurisdictions, the gaming authorities also require priorapproval of a plan of recapitalization proposed by the board of directors of a publicly traded corporation which is registered with the gaming authority in responseto 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, our ability to grant a security interest in any of our gaming assets is limited and may besubject 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 pledgemay be ineffective without the prior approval of gaming authorities in certain jurisdictions. Moreover, our subsidiaries holding gaming licenses may be unable toguarantee a security issued by an affiliated or parent company pursuant to a public offering, or pledge their assets to secure payment of the obligations evidencedby the security issued by an affiliated or parent company, without the prior approval of certain gaming authorities. We are subject to extensive prior approvalrequirements relating to certain borrowings and security interests with respect to our New Orleans casino. If the holder of a security interest wishes operation of thecasino to continue during and after the filing of a suit to enforce the security interest, it may request the appointment of a receiver approved by Louisiana gamingauthorities, and under Louisiana gaming laws, the receiver is considered to have all our rights and obligations under our contract with Louisiana gamingauthorities.Some jurisdictions also require us to file a report with the gaming authority within a prescribed period of time following certain financial transactions and theoffering of debt securities. Were they to deem it appropriate, certain gaming authorities reserve the right to order such transactions rescinded.Certain jurisdictions require the implementation of a compliance review and reporting system created for the purpose of monitoring activities related to ourcontinuing qualification. These plans require periodic reports to senior management of our company and to the regulatory authorities.Certain jurisdictions require that an independent audit committee oversee the functions of surveillance and internal audit departments at our casinos.License Fees and Gaming TaxesWe pay substantial license fees and taxes in many jurisdictions, including the counties, cities, and any related agencies, boards, commissions, or authorities,in which our operations are conducted, in connection with our casino gaming operations, computed in various ways depending on the type of gaming or activityinvolved. Depending upon the particular fee or tax involved, these fees and taxes are payable either daily, monthly, quarterly or annually. License fees and taxesare based upon such factors as:•a percentage of the gross revenues received;•the number of gaming devices and table games operated;•franchise fees for riverboat casinos operating on certain waterways; and•admission fees for customers boarding our riverboat casinos. In many jurisdictions, gaming tax rates are graduated with the effect of increasing as gross revenues increase. Furthermore, tax rates are subject to change,sometimes with little notice, and we have recently experienced tax rate increases in a number of jurisdictions in which we operate. A live entertainment tax is alsopaid in certain jurisdictions by casino operations where entertainment is furnished in connection with the selling or serving of food or refreshments or the selling ofmerchandise. Operational RequirementsIn many jurisdictions, we are subject to certain requirements and restrictions on how we must conduct our gaming operations. In many jurisdictions, we arerequired to give preference to local suppliers and include minority-owned and women-owned businesses in construction projects to the maximum extentpracticable.Some jurisdictions also require us to give preferences to minority-owned and women-owned businesses in the procurement of goods and services. Some ofour operations are subject to restrictions on the number of gaming positions we may have, the minimum or maximum wagers allowed by our customers, and themaximum loss a customer may incur within specified time periods.Our land-based casino in New Orleans operates under a casino operating contract (the "COC") with the State of Louisiana Gaming Control Board, assumingthe regulatory authority, control and jurisdiction of the Louisiana Economic Development Control Board pursuant to Louisiana Revised Statute 27:15.Pursuant to the terms and conditions of the COC, our New Orleans casino is subject to not only many of the foregoing operational requirements, but also torestrictions on our food and beverage operations, including with respect to the size, location and marketing of eating establishments at our casino entertainmentfacility. Furthermore, with respect to the hotel tower, we are subject to restrictions on the number of rooms within the hotel, the amount of meeting space withinthe hotel and how we may market and advertise the rates we charge for rooms.In Mississippi, we are required to include adequate parking facilities (generally 500 spaces or more) in close proximity to our existing casino complexes, aswell as infrastructure facilities, such as hotels, that will amount to at least 25% of the casino cost. The infrastructure requirement was increased to 100% of thecasino cost for any new casinos in Mississippi.To comply with requirements of Iowa gaming laws, we have entered into management agreements with Iowa West Racing Association, a non-profitorganization. The Iowa Racing and Gaming Commission has issued a joint license to Iowa West Racing Association and Harveys Iowa Management Company,Inc. for the operation of the Harrah's Council Bluffs Casino, which was an excursion gambling boat but is now land based, and issued a license for the HorseshoeCouncil Bluffs Casino at Bluffs Run Greyhound Park which is a full service, land based casino and a greyhound racetrack. The company operates both facilitiespursuant to the management agreements.The United Kingdom Gambling Act of 2005 which became effective in September 2007, replaced the Gaming Act 1968, and removed most of therestrictions on adverting. Though the 2005 Act controls marketing, advertising gambling is now controlled by the Advertising Standards Authority through a seriesof codes of practice. Known as the CAP codes, the codes offer guidance on the content of print, television and radio advertisements.In Indiana, we are required to submit a quarterly report to gaming authorities disclosing the identity of all persons holding interests of 1% or greater in ariverboat licensee or holding company.” Under an omnibus update to its rules, publicly traded companies are now exempt from this requirement. The amendmentto 68 IAC 1-31-1 went into effect in early January 2013Indian GamingThe terms and conditions of management contracts and the operation of casinos and all gaming on Indian land in the United States are subject to the IndianGaming Regulatory Act of 1988, (the “IGRA”), which is administered by the National Indian Gaming Commission, (the “NIGC”), the gaming regulatory agenciesof tribal governments, and Class III gaming compacts between the tribes for which we manage casinos and the states in which those casinos are located. IGRAestablished three separate classes of tribal gaming-Class I, Class II and Class III. Class I includes all traditional or social games solely for prizes of minimal valueplayed by a tribe in connection with celebrations or ceremonies. Class II gaming includes games such as bingo, pulltabs, punchboards, instant bingo and non-banked card games (those that are not played against the house) such as poker. Class III gaming includes casino-style gaming such as banked table games likeblackjack, craps and roulette, and gaming machines such as slots and video poker, as well as lotteries and pari-mutuel wagering. Harrah's Ak-Chin and Harrah'sResort Southern California (Rincon) provide Class II gaming and, as limited by the tribal-state compacts, Class III gaming. Harrah's Cherokee currently providesonly Class III gaming. IGRA prohibits all forms of Class III gaming unless the tribe has entered into a written agreement or compact with the state that specifically authorizes thetypes of Class III gaming the tribe may offer. These compacts may address, among other things, the manner and extent to which each state will conductbackground investigations and certify the suitability of the manager, its officers, directors, and key employees to conduct gaming on tribal lands. We have receivedour permanent certification from the Arizona Department of Gaming as management contractor for the Ak-Chin Indian Community's casino, a Tribal-StateCompact Gaming Resource Supplier Finding of Suitability from the California Gambling Control Commission in connection with management of the Rincon SanLuiseno Band of Indians casino, and have been licensed by the relevant tribal gaming authorities to manage the Ak-Chin Indian Community's casino, the EasternBand of Cherokee Indians' casino and the Rincon San Luiseno Band of Indians' casino, respectively.IGRA requires NIGC approval of management contracts for Class II and Class III gaming as well as the review of all agreements collateral to themanagement contracts. Management contracts which are not so approved are void. The NIGC will not approve a management contract if a director or a 10%stockholder of the management company:•is an elected member of the Native American tribal government which owns the facility purchasing or leasing the games;•has been or is convicted of a felony gaming offense;•has knowingly and willfully provided materially false information to the NIGC or the tribe;•has refused to respond to questions from the NIGC; or•is a person whose prior history, reputation and associations pose a threat to the public interest or to effective gaming regulation and control, or create orenhance the chance of unsuitable activities in gaming or the business and financial arrangements incidental thereto. In addition, the NIGC will not approve a management contract if the management company or any of its agents have attempted to unduly influence anydecision or process of tribal government relating to gaming, or if the management company has materially breached the terms of the management contract or thetribe's gaming ordinance, or a trustee, exercising due diligence, would not approve such management contract. A management contract can be approved only afterthe NIGC determines that the contract provides, among other things, for:•adequate accounting procedures and verifiable financial reports, which must be furnished to the tribe;•tribal access to the daily operations of the gaming enterprise, including the right to verify daily gross revenues and income;•minimum guaranteed payments to the tribe, which must have priority over the retirement of development and construction costs;•a ceiling on the repayment of such development and construction costs; and•a contract term not exceeding five years and a management fee not exceeding 30% of net revenues (as determined by the NIGC); provided that the NIGCmay approve up to a seven year term and a management fee not to exceed 40% of net revenues if NIGC is satisfied that the capital investment required,and the income projections for the particular gaming activity require the larger fee and longer term.• Management contracts can be modified or canceled pursuant to an enforcement action taken by the NIGC based on a violation of the law or an issueaffecting suitability.Indian tribes are sovereign with their own governmental systems, which have primary regulatory authority over gaming on land within the tribes' jurisdiction.Therefore, persons engaged in gaming activities, including the company, are subject to the provisions of tribal ordinances and regulations on gaming. Theseordinances are subject to review by the NIGC under certain standards established by IGRA. The NIGC may determine that some or all of the ordinances requireamendment, and that additional requirements, including additional licensing requirements, may be imposed on the management company. The possession of validlicenses from the Ak-Chin Indian Community, the Eastern Band of Cherokee Indians and the Rincon San Luiseno Band of Indians, are ongoing conditions of ouragreements with these tribes.Riverboat CasinosIn addition to all other regulations applicable to the gaming industry generally, some of our riverboat casinos are also subject to regulations applicable tovessels operating on navigable waterways, including regulations of the U.S. Coast Guard. These requirements set limits on the operation of the vessel, mandate thatit must be operated by a minimum complement of licensed personnel, establish periodic inspections, including the physical inspection of the outside hull, andestablish other mechanical and operational rules.RacetracksWe own a full service casino which includes a full array of table games in conjunction with a greyhound racetrack in Council Bluffs, Iowa. The casinooperation and the greyhound racing operation are regulated by the same state agency and are subject to the same regulatory structure established for all Iowagaming facilities. A single operating license covers both parts of the operation in Council Bluffs. We also own slot machines at a thoroughbred racetrack in BossierCity, Louisiana, and we own a combination harness racetrack and casino in southeastern Pennsylvania in which the company, through various subsidiary entities,owns a 99.5% interest in the entity licensed by the Pennsylvania Gaming Control Board. Generally, our slot operations at the Iowa racetrack is regulated in thesame manner as our other gaming operations in Iowa. In addition, regulations governing racetracks are typically administered separately from our other gamingoperations (except in Iowa), with separate licenses and license fee structures. For example, racing regulations may limit the number of days on which races may beheld. In Kentucky, we own and operate Bluegrass Downs, a harness racetrack located in Paducah.We have a 20% interest in Rock Ohio Caesars LLC (“ROC”), a venture with Rock Ohio Ventures, LLC (formerly Rock Gaming, LLC) (“Rock”). Wedivested our interests in Thistledown Racetrack, LLC (“Thistledown”) , a thoroughbred racetrack located in North Randall, Ohio, which is regulated by the OhioState Racing Commission and subject to the same regulatory structure established for all Ohio racing facilities. ROC wholly owns the operation and once itcommenced slot operations, which are regulated by the Ohio Lottery Commission, we began managing the property for a fee under a management agreement thatwill expire on the 20th anniversary of commencing such slot operations.We divested our interest in Turfway Park LLC, owner of the Turfway Park thoroughbred racetrack in Boone County, to ROC. Turfway Park LLC also ownsa minority interest in Kentucky Downs LLC, which is the owner of the Kentucky Downs racetrack. These Kentucky racetracks are licensed and regulated by theKentucky Horse Racing Commission and are subject to the same regulatory structure established for all Kentucky racing facilities.InternetAn affiliate of the Company, Caesars Interactive Entertainment, Inc., engages in lawful real money online internet gaming activity in the United Kingdomthrough two outside third party operators. This internet gaming is offered to residents of the United Kingdom by the third party operators pursuant to remote casinooperating licenses issued to these operators by the Gambling Commission, following the implementation of the point of consumption licensing regime from 1November 2014. To date, the key gaming regulatory authorities governing online internet gaming are the UK Gambling Commission, the Gibraltar RegulatoryAuthority, the Alderney Gambling Control Commission and the Isle of Man Gambling Supervision Commission. Italy and France also legalized online internetgaming by private companies and, in June 2010, Denmark passed legislation legalizing online internet gaming. Caesars Interactive Entertainment, Inc., recentlyentered into agreements with third parties for the use of the World Series of Poker brand on online gaming websites in Italy and France. In addition, the State ofNevada legalized real money online internet poker within the State. The Nevada Gaming Control Board adopted regulations and established licensing requirementsfor the operation of real money online internet poker in the State of Nevada. Caesars Interactive Entertainment, Inc., obtained the appropriate licenses in Nevadaand, pursuant to a relationship with a third party software provider, field trial operation of its real money website began in September 2013. The State of NewJersey also legalized real money online internet gaming within the State. The New Jersey regulators adopted regulations and established licensing requirements forthe operation of real money online internet gaming in the State of New Jersey. Caesars Interactive Entertainment New Jersey, LLC, a wholly owned subsidiary ofCaesars Interactive Entertainment, Inc., obtained a casino license and was issued an Internet Gaming Permit, pursuant to relationships with two third softwareproviders, operation of its real money websites began in November 2013.

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