Caesars Entertainment Annual Report 2018

Plain-text annual report

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, 2018ORoTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission File No. 1-10410CAESARS 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 registeredCommon stock, $0.01 par value NASDAQ Global Select MarketSECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No oIndicate 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 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No oIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 ofthis chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No oIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to thebest of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. oIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filerxAccelerated fileroNon-accelerated fileroSmaller reporting companyo Emerging growth companyoIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. oIndicate 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, 2018 was $7.4 billion.As of February 19, 2019, the registrant had 670,136,264 shares of common stock outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of the Registrant’s definitive Proxy Statement for our 2019 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K, provided that ifthe Registrant does not file such Proxy Statement on or before April 30, 2019, such information will be included in an amendment to this Form 10-K filed on or before such date.CAESARS ENTERTAINMENT CORPORATIONINDEX TO CONSOLIDATED FINANCIAL STATEMENTS PagePart I Item 1 – Business3 Item 1A – Risk Factors11 Item 1B – Unresolved Staff Comments32 Item 2 – Properties33 Item 3 – Legal Proceedings35 Item 4 – Mine Safety Disclosures35Part II Item 5 – Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities36 Item 6 – Selected Financial Data38 Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations39 Item 7A – Quantitative and Qualitative Disclosures About Market Risk58 Item 8 – Financial Statements and Supplementary Data59 Report of Independent Registered Public Accounting Firm59 Consolidated Financial Statements60 Notes to Consolidated Financial Statements66 Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure115 Item 9A – Controls and Procedures115 Item 9B – Other Information117Part III Item 10 – Directors, Executive Officers and Corporate Governance118 Item 11 – Executive Compensation118 Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters118 Item 13 – Certain Relationships and Related Transactions, and Director Independence118 Item 14 – Principal Accounting Fees and Services118Part IV Item 15 – Exhibits, Financial Statement Schedules - Schedule I119 Item 16 – Form 10-K Summary130 Signatures1352PART IIn this filing, the name “CEC” refers to the parent holding company, Caesars Entertainment Corporation, exclusive of its consolidated subsidiaries andvariable interest 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 otherwisestated or the context otherwise requires.We also refer to (i) our Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Statements of Operations andConsolidated Statements of Comprehensive Income/(Loss) as our “Statements of Operations,” (iii) our Consolidated Balance Sheets as our “BalanceSheets,” and (iv) our Consolidated Statements of Cash Flows as our “Statements of Cash Flows.” References to numbered “Notes” refer to Notes to ourConsolidated Financial Statements included in Item 8.ITEM 1.BusinessOverviewCaesars Entertainment is a casino-entertainment and hospitality services provider with the world’s most diversified portfolio. We have established a richhistory of industry-leading growth and expansion since we commenced operations in 1937. Our facilities typically include gaming offerings, food andbeverage outlets, hotel and convention space, and non-gaming entertainment options. In addition to our brick and mortar assets, we operate an online gamingbusiness that provides real money games in certain jurisdictions and offers retail sports wagering in certain jurisdictions.CEC is primarily a holding company with no independent operations of its own. CEC operates the business primarily through its wholly owned subsidiariesCEOC, LLC (“CEOC LLC”) and Caesars Resort Collection, LLC (“CRC”).We lease certain real property assets from VICI Properties Inc. and/or its subsidiaries (collectively, “VICI”).Significant Transactions in 2018New Transactions with VICIHarrah’s Philadelphia Real Estate Sale and LeasebackOn December 26, 2018, we sold all land and real property improvements used in the operation of Harrah’s Philadelphia Casino and Racetrack (“Harrah’sPhiladelphia”) as part of a sale and leaseback transaction with VICI for $242 million. We continue to operate Harrah’s Philadelphia under the terms of a long-term lease agreement relating to certain of our other domestic properties. See Note 1 and Note 10 for additional information.Modifications to Lease Agreements with VICIIn connection with the Octavius Tower sale discussed below and the Harrah’s Philadelphia transaction discussed above, on December 26, 2018, the Companyand VICI consummated modifications to certain of our existing lease agreements for consideration of $159 million to VICI, which reduced our financingobligation. The modifications, among other things, bring certain of the lease terms into alignment with other master leases in the sector and the long-termperformance of the properties and create additional flexibility to facilitate our future development strategies. See Note 1 and Note 10 for additionalinformation.Sale of Octavius Tower at Caesars PalaceOn July 11, 2018, we sold Octavius Tower at Caesars Palace (“Octavius Tower”) to VICI for $508 million in cash. Proceeds from the transaction were used topartially fund the closing of CEC’s acquisition of Centaur Holdings, LLC (“Centaur”). We continue to operate the Octavius Tower under the current terms ofthe long-term lease agreement with VICI relating to Caesars Palace. See Note 1 and Note 10 for additional information.Acquisition of Centaur Holdings, LLCOn July 16, 2018, we completed the acquisition of Centaur. Centaur operated Hoosier Park Racing & Casino in Anderson, Indiana, and Indiana Grand Racing& Casino in Shelbyville, Indiana. See Note 4 for additional information.3Other Significant Transactions and Significant EventsCEO TransitionOn November 1, 2018, we announced that Mark P. Frissora, our President and Chief Executive Officer, will leave the Company. Subject to the terms of theseparation agreement entered into between the Company and Mr. Frissora (as amended, the “Separation Agreement”), Mr. Frissora will continue as Presidentand Chief Executive Officer until a termination date of April 30, 2019 (which the Company may extend by one month) for purposes of continuity ofleadership as the Company searches for a successor to Mr. Frissora with the nationally recognized third-party search firm the Company has engaged for thatpurpose.CEOC’s Emergence from Bankruptcy and CEC’s Merger with Caesars Acquisition CompanyCaesars Entertainment Operating Company, Inc. (“CEOC”) and certain of its U.S. subsidiaries (collectively, the “Debtors”) voluntarily filed forreorganization on January 15, 2015 (the “Petition Date”), at which time CEC deconsolidated CEOC. The Debtors emerged from bankruptcy andconsummated their reorganization pursuant to their third amended joint plan of reorganization (the “Plan”) on October 6, 2017 (the “Effective Date”). As partof its emergence from bankruptcy, CEOC reorganized into an operating company (“OpCo”) separate from its real property assets (“PropCo”). OpCo wasacquired by CEC on the Effective Date and immediately merged with and into CEOC LLC. See Note 4 for additional information. CEOC LLC operates theproperties and facilities formerly held by CEOC and leases the properties and facilities from VICI.On the Effective Date, Caesars Acquisition Company (“CAC”) merged with and into CEC, with CEC as the surviving company (the “CAC Merger”). SeeNote 4 for additional information. The CAC Merger was accounted for as a reorganization of entities under common control, which resulted in CAC beingconsolidated into Caesars at book value as an equity transaction for all periods presented.Hamlet HoldingsThe members of Hamlet Holdings LLC (“Hamlet Holdings”) are comprised of affiliates of Apollo Global Management, LLC and affiliates of TPG Global,LLC. Hamlet Holdings contributed to CEC the 88 million shares of CEC common stock it owned prior to the CAC Merger, which CEC immediately canceledand retired. Hamlet Holdings controlled CEC prior to the CAC Merger. Upon completion of the CAC Merger and CEOC’s emergence from bankruptcy, due toreductions in ownership percentage of the Company starting on the Effective Date, Hamlet Holdings no longer controls CEC.CRC MergerCRC, a wholly owned subsidiary of CEC, was created on December 22, 2017, with the merger of Caesars Entertainment Resort Properties, LLC (“CERP”) intoCaesars Growth Properties Holdings, LLC (“CGPH”).Organizational StructureAs of December 31, 2018, through our consolidated entities, we have a total of 53 properties, three of which do not have casinos, in 14 U.S. statesand five countries outside of the U.S. Our facilities have an aggregate of over 3 million square feet of gaming space and approximately 40,000 hotel rooms.Of the 50 casinos, 37 are in the United States and primarily consist of land-based and riverboat or dockside casinos. Our 13 international casinos are land-based casinos, most of which are located in the United Kingdom.We view each property as an operating segment and aggregate them into three regionally-focused reportable segments: (i) Las Vegas, (ii) Other U.S., and (iii)All Other, which is consistent with how we manage the business. Within these segments, our properties are primarily categorized as Leased (where we leasereal property assets from VICI), Owned-Domestic, Owned-International, and Managed. See Item 2, “Properties,” for more information about our properties.Our All Other segment includes managed and international properties as well as other businesses, such as Caesars Interactive Entertainment (“CIE”).Business OperationsOur consolidated business is composed of five complementary businesses that reinforce, cross-promote, and build upon each other: casino entertainment,food and beverage, rooms and hotel, casino management services, and entertainment and other business operations, including mobile sports betting. UponCEOC’s emergence from bankruptcy on the Effective Date, the majority of its real property assets were sold to VICI and simultaneously leased back to us aspart of the plan of reorganization. Additional transactions with VICI were subsequently completed to finance acquisitions, resulting in cash proceeds andcorresponding financing obligations. See Note 1 and Note 10 for additional information.4Casino Entertainment OperationsOur casino entertainment operations generate revenues from approximately 39,000 slot machines and 2,700 table games, as well as other games such as keno,poker, and race and sports books, all of which comprised approximately 51% of our total net revenues in 2018. Slot revenues generate the majority of ourgaming revenues, particularly in our properties located outside of Las Vegas and Atlantic City.Food and Beverage OperationsOur food and beverage operations generate revenues from over 180 buffets, restaurants, bars, nightclubs, and lounges located throughout our casinos, as wellas banquets and room service, and represented approximately 19% of our total net revenues in 2018. Many of our properties include several dining options,ranging from upscale dining experiences to moderately-priced restaurants and buffets.Rooms and Hotel OperationsRooms and hotel operations generate revenues from hotel stays at our properties in our approximately 36,000 guest rooms and suites worldwide andrepresented approximately 18% of our total net revenues in 2018. Our properties operate at various price and service points, allowing us to host a variety ofcasino guests who are visiting our properties for gaming and other casino entertainment options and non-casino guests who are visiting our properties forother purposes, such as vacation travel or conventions.We have engaged in large capital reinvestment projects in recent years focusing primarily on our room product across the United States, including renovatingover 14,000 rooms in Las Vegas since 2015 at properties such as Caesars Palace, Planet Hollywood Resort & Casino (“Planet Hollywood”), Flamingo LasVegas, Bally’s Las Vegas, Harrah’s Las Vegas and Paris Las Vegas. In addition, we continue to roll out self-check-in kiosks in order to help reduce customerwait times and improve labor efficiencies.Management ServicesWe earn revenue from fees paid for the management of eight casinos. Managed properties represent Caesars-branded properties where Caesars Entertainmentprovides staffing and management services under management agreements. In 2018, we opened our first non-gaming properties, a Caesars and Caesars Palace,which are managed by us, including two beachfront luxury resorts, a beach club, and a residential tower on Meraas’ Bluewaters Island in Dubai.Entertainment and Other Business OperationsWe provide a variety of retail and entertainment offerings at our properties. We operate various entertainment venues across the United States, including theColosseum at Caesars Palace and Zappos Theater at Planet Hollywood, both of which were ranked among the top theater venues in the United States in 2018based on ticket sales. These award-winning theaters have hosted prominent headliners, such as Celine Dion, Jennifer Lopez, Gwen Stefani, and the BackstreetBoys.The LINQ Promenade and our retail stores offer guests a wide range of options from high-end brands and accessories to souvenirs and decorative items. TheLINQ Promenade is an open-air dining, entertainment, and retail development located between The LINQ Hotel & Casino and Flamingo Las Vegas, and itfeatures The High Roller, a 550-foot observation wheel. On November 9, 2018, we opened Fly LINQ, the first and only zipline on the Las Vegas Strip.On July 16, 2018, we broke ground on CAESARS FORUM, a 550,000 square-foot conference center located at the center of the Las Vegas Strip. Scheduled toofficially open in 2020, CAESARS FORUM will feature 300,000 square feet of flexible meeting space, the two largest pillarless ballrooms in the world, andFORUM Plaza, the first 100,000 square-foot outdoor meeting and event space in Las Vegas.In addition, CIE operates a regulated online real money gaming business in Nevada and New Jersey and owns the World Series of Poker (“WSOP”)tournaments and brand, and also licenses WSOP trademarks for a variety of products and businesses related to this brand.The Company is now live with retail sports wagering across three U.S. jurisdictions, including launching in Pennsylvania in January 2019 to bring our totalto four states. In September 2018, the Company also launched The Caesars Casino & Sports app for mobile sports betting which allows players in New Jerseywho download the app to place bets on sporting events. They can also play over 400 casino games including slots, table games, and video poker. Thisproduct is expected to be launched in Pennsylvania in March 2019 pending regulatory approval and will launch in other states as regulatory approval isreceived.5The Company continues to solidify local and national partnerships that align our casinos, resorts and brands with sports fans. During 2018, we had severaldevelopments in our strategy to raise Caesars’ profile among professional sports fans. We announced high-profile exclusive sports entertainment partnershipswith the NFL, making Caesars the first-ever “Official Casino Sponsor” in the history of the league. This historic partnership combines the NFL’s legendaryevents with our properties to bring unique experiences to Caesars patrons. This includes exclusive rights to use NFL trademarks in the U.S. and U.K. topromote our properties, also enabling Caesars to host exclusive special events and experiences. Furthermore, Caesars will host brand activations atprominent, high-profile NFL events, including the NFL Draft, NFL playoffs, and the Super Bowl.Sales and MarketingOn January 30, 2019, Caesars announced the rebranding of Total Rewards, the Company’s industry-leading loyalty program, to Caesars Rewards effectiveFebruary 1, 2019. The new program leverages the premium Caesars brand to better connect Caesars’ elevated standard and prestige with the Company’sglobal destinations.We are excited about this opportunity to strengthen our unrivaled customer loyalty program. We believe Caesars Rewards enables us to compete moreeffectively and capture a larger share of our customers’ entertainment spending when they travel among regions versus that of a standalone property, which iscore to our cross market strategy. We believe that operating multiple properties in the center of the Las Vegas Strip generates greater revenues than would begenerated if the properties were operated separately.Members who have joined Caesars Rewards can earn Reward Credits for qualifying gaming activity and qualifying hotel, dining and retail spending at allCaesars-affiliated properties in the United States, Canada, the United Kingdom, and now Dubai. Members can also earn additional Reward Credits when theyuse their Caesars Rewards VISA credit card or make a purchase through a Caesars Rewards partner. Members can redeem their earned Reward Credits withCaesars for hotel amenities, casino free play and other items such as merchandise, gift cards, and travel.Caesars Rewards is structured in tiers (designated as Gold, Platinum, Diamond or Seven Stars), each with increasing member benefits and privileges. Membersare provided promotional offers based on their Tier Level, their engagement with Caesars-affiliated properties, aspects of their casino gaming play, and theirpreferred spending choices outside of gaming. Member information is also used in connection with various marketing promotions, including campaignsinvolving direct mail, email, our websites, 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 oursuccess. While our business as a whole is not substantially dependent on any one patent, trademark, copyright, or combination of several of our intellectualproperty rights, we seek to establish and maintain our proprietary rights in our business operations and technology through the use of patents, trademarks,copyrights, and trade secret laws. We file applications for and obtain patents, trademarks, and copyrights in the United States and foreign countries where webelieve filing for such protection is appropriate, including United States and foreign patent applications covering certain proprietary technology of CaesarsEnterprise Services, LLC (“CES”). We also seek to maintain our trade secrets and confidential information by nondisclosure policies and through the use ofappropriate confidentiality agreements. CES’ United States patents have varying expiration dates.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,and may not be successful in obtaining all intellectual property rights for which we have applied. Despite our efforts to protect our proprietary rights, partiesmay infringe upon our intellectual property and use information that we regard as proprietary, and our rights may be invalidated or unenforceable. The lawsof some foreign countries do not protect proprietary rights or intellectual property to as great of an extent as do the laws of the United States. In addition,others may independently 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 toour business, including Bally’s, Caesars, Flamingo, Harrah’s, Horseshoe, Paris, Rio, Caesars Rewards, WSOP, and a license for the Planet Hollywoodtrademark used in connection with the Planet Hollywood in Las Vegas.CompetitionThe casino entertainment business is highly competitive. The industry is comprised of a diverse group of competitors that vary considerably in size andgeographic diversity, quality of facilities and amenities available, marketing and growth strategies, and financial condition. In most regions, we competedirectly with other casino facilities operating in the immediate and surrounding areas. In Las Vegas, our largest jurisdiction, competition has increasedsignificantly. For example, the Genting Group is developing a casino and hotel called Resorts World Las Vegas, and Marriott International and New York-based global real estate firm Witkoff6are developing a casino and hotel called The Drew Las Vegas. Both are expected to open in 2020 on the northern end of the Las Vegas Strip. In response tochanging trends, Las Vegas operators have been focused on expanding their non-gaming offerings, including upgrades to hotel rooms, new food andbeverage offerings, and new entertainment offerings. In May 2018, MGM rebranded the Monte Carlo Hotel and Casino as Park MGM, which underwent non-gaming renovations focused on room, food and beverage, and entertainment enhancements. There have also been proposals for other large scale non-gamingdevelopment projects in Las Vegas by various other developers. Our Las Vegas Strip hotels and casinos also compete, in part, with each other.In recent years, many casino operators, including us, have been reinvesting in existing facilities, developing new casinos or complementary facilities, andacquiring established facilities. These reinvestment and expansion efforts combined with aggressive marketing strategies by us and many of our competitorshave resulted in increased competition in many regions. As companies have completed new expansion projects, supply has typically grown at a faster pacethan demand in some areas. For example, in Baltimore, Maryland, the opening of MGM Resorts National Harbor Resort & Casino has resulted in significantdeclines in revenue at our Horseshoe Baltimore property. The expansion of properties and entertainment venues into new jurisdictions also presentscompetitive issues. Atlantic City, in particular, has seen a significant decline primarily due to the addition of gaming and room capacity associated with theexpansion of gaming in Maryland, New York, and Pennsylvania as well as the opening of new properties. This has resulted in several casino closings inrecent years. In addition, Hard Rock Hotel Atlantic City and Ocean Resort Casino were introduced into the Atlantic City market in 2018, causing increasedcompetition in the market.Our properties also compete with legalized gaming from casinos located on Native American tribal lands. While the competitive impact on operations in LasVegas from the continued growth of Native American gaming establishments in California remains uncertain, the proliferation of gaming in California andother areas located in the same regions as our properties could have an adverse effect on our results of operations. In addition, certain states have legalized,and others may legalize, casino gaming in specific areas, including metropolitan areas from which we traditionally attract customers.We also compete with other non-gaming resorts and vacation areas, various other entertainment businesses, and other forms of gaming, such as state lotteries,on-and off-track wagering, video lottery terminals, and card parlors. Our non-gaming offerings also compete with other retail facilities, amusement attractions,food and beverage offerings, and entertainment venues. While we do not believe it to be the case, some have suggested that internet gaming could also createadditional competition for us and could adversely affect our brick-and-mortar operations. We believe that internet gaming complements brick-and-mortaroperations.See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” See also Exhibit 99.1, “Gaming Overview,” to thisForm 10-K.SeasonalityWe believe that business at our regional properties outside of Las Vegas is subject to seasonality, including seasonality based on the weather in the marketsin which they operate and the travel habits of visitors. Business in our properties can also fluctuate due to specific holidays or other significant events, suchas Easter (particularly when the holiday falls in a different quarter than the prior year), the WSOP tournament (with respect to our Las Vegas properties), city-wide conventions, a large sporting event or a concert, or visits by our premium players. We also believe that any seasonality, holiday, or other significantevent may affect our various properties or regions differently.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 subjectto extensive regulation under the laws, rules, and regulations of the jurisdiction in which it is located. These laws, rules, and regulations generally concernthe responsibility, financial stability, and character of the owners, managers, and persons with financial interests in the gaming operations. Violations of lawsin one jurisdiction could result in disciplinary action in other jurisdictions. A more detailed description of the regulations to which we are subject iscontained in Exhibit 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 regulationsinclude, but are not limited to, restrictions and conditions concerning alcoholic beverages, smoking, environmental matters, employees, currencytransactions, taxation, zoning and building codes, construction, land use, and marketing and advertising. We also deal with significant amounts of cash inour operations and are subject to various reporting and anti-money laundering regulations. Such laws and regulations could change or could be interpreteddifferently in the future, or new laws and regulations could be enacted. Material changes, new laws or regulations, or material differences in interpretations bycourts or governmental authorities could adversely affect our operating results. See Item 1A, “Risk Factors,” for additional discussion.7Employee RelationsWe have approximately 66,000 employees throughout our organization. Approximately 28,000 of our employees are covered by collective bargainingagreements with certain of our subsidiaries relating to certain casino, hotel, and restaurant employees. The majority of these employees are covered by thefollowing agreements:Employee Group Approximate Number ofActive Employees Represented Union Date on which Collective BargainingAgreement Becomes AmendableLas Vegas Culinary Employees 12,900 Culinary Workers Union, Local 226 May 31, 2023Atlantic City Food & Beverage andHotel Employees 3,200 UNITE HERE, Local 54 February 28, 2020Las Vegas Bartenders 1,300 Bartenders Union, Local 165 May 31, 2023Las Vegas Dealers 2,400 Transport Workers Union of Americaand UAW Various up toSeptember 30, 2019Corporate Social Responsibility, Citizenship and SustainabilityCEC’s Board of Directors and senior executives view Corporate Social Responsibility (“CSR”) as an integral element in the way we do business and makedecisions, in the belief that being a good corporate citizen helps protect the company against risk, contributes to improved business results and helps fosterpositive relationships with all those who have a connection to our business. The Board of Directors and our executive management are committed tomaintaining our position as an industry leader in CSR (which includes the concepts of corporate citizenship, social impact, and environmentalsustainability). In 2018, we continued to engage with our CEO-level external sustainability advisory board with experts representing non-governmentalorganizations, business strategy, academia, and investors, and used their guidance to confirm our citizenship priorities. These priorities are reflected in ourninth annual citizenship report, published in 2018 in accordance with Global Reporting Initiative Standards.Our approach, and our reporting on corporate social responsibility, is aligned with our People Planet Play framework. This framework unites all our propertiesand business activities behind a common language and core approaches so that all our properties and corporate functions can effectively support sustainable,ethical and profitable business growth. The framework is as follows:•People: supporting the wellbeing of our team members, guests and local communities.•Planet: taking care of the world we all call home.•Play: creating memorable experiences for our guests and leading Responsible Gaming practices in the industry.Our strategy includes targets to 2020 and 2030 across all elements of People Planet Play, including science-based emissions-reduction targets, formallyapproved by the Science Based Targets Initiative (“SBTi”) and aligning with global best practices on climate change action. We enjoy strong support fromour team members for People Planet Play activities, with 57% of team members participating in our HERO volunteering and/or CodeGreen environmentalprograms in 2017. Additionally, we aim to raise awareness and gain support from our guests for People Planet Play initiatives. In 2018, guest perception wasthat 56% strongly agreed that our company made a positive impact in economic development, responsible gaming, environmental impact and overallresponsible conduct based on surveys completed by guests at our properties.Code of CommitmentOur Code of Commitment to our employees, guests, communities and the environment continues to guide our approach to responsible and ethical business,compliance, anti-corruption and environmental stewardship. Our employees participate in training to reinforce their understanding of how they shouldimplement the Code of Commitment in their daily work. Thirty years ago, Caesars was the first company to develop Responsible Gaming programs informedby science, evaluated objectively and created in conjunction with leading researchers. Our gaming offerings are underpinned by comprehensive ResponsibleGaming programs that provide advice for those who need it (see more on our website: www.caesars.com/corporate/corporate-social-responsibility/play/responsible-gaming) with fully trained team members. In 2017, team members participated in 71,366 hours of training in ResponsibleGaming.Over the past several years, with the engagement and support of the Board of Directors, we have further intensified our anti-money-laundering (“AML”)compliance activities. We reinforced the number of qualified staff in dedicated AML compliance roles with more than 90 experts and have invested severalmillion dollars in technology investments to implement new systems to improve8transparency and information sharing within the Company, increase automation and enhance analytics, all to further the Company’s efforts to be an industryleader in AML compliance.For the fourth year running, we were recognized by the Civic 50, an initiative organized by Points of Light and Bloomberg that recognizes companies thatdemonstrate leading commitment to improving the quality of life in their home communities. In 2017, we reconfirmed our support for the UN SustainableDevelopment Goals and highlighted three goals where we can make the most significant contribution and expand our impact in coming years.•#3: Good Health and Well-Being•#8: Decent Work and Economic Growth•#11: Sustainable Cities and CommunitiesEnvironmental StewardshipOur structured, data-driven CodeGreen strategy leverages the passion of our team members and engages our guests and suppliers.In 2017, we received formal approval from the SBTi for targets that place us among a small number of companies that are leading the way on climate changemitigation. We committed to: (i) reducing absolute Scope 1 and 2 greenhouse gas emissions 30% by 2025, and 95% by 2050 from a 2011 base-year and (ii)having 60% of suppliers by spend institute science-based greenhouse gas reduction targets for their operations by 2023. Between 2011 and 2017, we reducedgreenhouse gas emissions internationally by 23% on an absolute basis and by 27% on a per square-foot basis, building on the significant achievements ofour CodeGreen strategy from 2007. Since 2008, we have reduced water consumption by 22% on a per square foot basis. In 2017, 41% of our total waste inNorth America was diverted from landfill, bringing our cumulative waste diversion from landfill to 328,000 tons since 2012.In 2017, 100% of our owned or managed North American hotel resort properties achieved a 4 Green Key rating or higher. Recently recognized by the GlobalSustainable Tourism Council, Green Key is a rigorous program that ranks, certifies and inspects hotels and resorts based on their commitment to sustainableoperations. Green Key uses a rating system of 1 to 5 Keys, with 5 being the highest possible attainment.For our work in disclosure of our environmental impacts, in 2018, Caesars Entertainment received an “A” score in supplier engagement, an “A-” score forclimate, and a “B” score in water from the Carbon Disclosure Project (“CDP”), an international not-for-profit that drives sustainable economies. Caesars wasrecently recognized as a world leader for Supplier Engagement on climate change. For the first time, we ranked among the 3% of organizations to be awardeda position on the Supplier Engagement Leader Board for actions to reduce emissions and lower climate-related risks in the supply chain in the past reportingyear. Thousands of companies submit annual disclosures to CDP for independent assessment against its scoring methodology.In order to both enhance our offerings and engage guests in our citizenship efforts, we have branded our hotel rooms with our People Planet Play messaging,inviting guests to play a role by using water, air-conditioning and towels with the environment in mind. We promote sustainable sourcing of key foodingredients for our menus from sustainably managed farms and fisheries, in response to the growing number of consumers who value such options.Additionally, to address concerns from animal rights groups, we have committed to source cage-free eggs across all our properties by 2025.Employee Engagement, Development, Safety and WellbeingWe aim to inspire our team members through our mission, vision and values, and our Code of Commitment. We nurture an open, collaborative and funworkplace where everyone can be their best. We provide opportunities for personal development and reward our team members with competitivecompensation and the opportunity to earn substantial rewards based on merit. Our Total Return program for team members acknowledges great service,earning more than $9 million in 2018 for team members that they can redeem for merchandise, travel, entertainment, event tickets, and digital media. Wesurvey our team members each year and, in 2018, we again achieved an improved engagement score of 4.22, higher than the Willis Towers Watsonbenchmark of 4.20 in the same year. This correlates to improvements in customer service, which in 2018 reached an all-time high, while our Net PromoterScores also increased. In addition, we invest significantly in training and development of our team members.Caesars Entertainment is committed to creating a safe workplace for our employees and a safe venue for our guests. We strive for zero injuries every day atevery property. Our company-wide initiative launched in 2015, “All in for Zero”, continues to embed standards and procedures to ensure all our colleagueshave the awareness, knowledge and tools to make safe working a habit. We publicly report on our safety performance annually (Injury Rate of 2.74 per 100employees in 2017). We also strive to help our team members look after their health and wellbeing through our Employee Wellness Rewards Program that issupported by 299nurses and coaches across our properties. The program has demonstrated results with improved health metrics for participating employees and their spouses,which has helped to mitigate insurance cost increases for Caesars and for employees.Diversity, Equity and InclusionWe embrace diversity and aim to create an inclusive working environment that welcomes and celebrates all our team members as individuals. Our diversity,equity and inclusion position directly connects to our endorsement of human rights for all as provided in the United Nations Universal Declaration of HumanRights and other international frameworks. In 2017, we formalized a diversity, equity and inclusion (“DEI”) framework that identifies five pillars of activity,each headed by a senior executive sponsor. The pillars include advocacy, workplace, suppliers, communities and guests (through marketing offerings) for aholistic approach to embedding DEI in everything we do. Caesars received a perfect 100% score on the 2018 Human Rights Campaign Foundation CorporateEquality Index for the eleventh year in a row. In 2017, 32% of our manager level employees belonged to minority groups and 42% were women. In November2017, we announced our goal to achieve gender equity in leadership by 2025. This initiative embodies Caesars’ commitment to identifying, hiring,developing, and retaining talented people. This will enable our organization to be best in class, be more innovative, make better decisions, and better reflectour diverse clients and communities.We also promote diversity in our supply chain and in 2017, approximately 17% of our addressable spend was with diverse suppliers. We maintain extensiveoutreach to discover diverse suppliers and support diverse suppliers through mentoring programs to gain business and grow with Caesars.Human TraffickingWe take a strong stance against human trafficking and commercial sex exploitation, as can be seen in our public statement on our website. Under theguidance of a respected and accomplished leader in treating victims of exploitation, Dr. Halleh Seddighzadeh, we created an internal protocol supported by asuite of educational materials including a dedicated online portal for team members, a “Combating Human Trafficking Toolkit” and action guides. Wetrained customer-facing and security team members across our Las Vegas properties and have appointed 120 volunteer Community EngagementAmbassadors (“CEAs”) as leaders in addressing sex trafficking and commercial sexual exploitation on property. We rolled out a train-the-trainers program forCEAs who continue to educate other team members. We continue to work in the context of an industry-wide partnership in an effort to eliminate all forms ofexploitation from our operations and our supply chain.Community InvestmentCaesars Entertainment consistently makes significant contributions to our local communities to help them develop and prosper. We do this through fundingof community projects, employee volunteering hours and cash donations from the Caesars Foundation, a private foundation funded by a portion of ouroperating income that has gifted more than $74 million since its inception in 2002. In 2017, we contributed a total of $63 million to communities throughall these channels, including 331,000 reported employee volunteer hours.In the last year, we have advanced in partnership with the City of Las Vegas and its ImpactNV initiative, a sustainable development approach in SouthernNevada. Through several multi-partner and multi-sector workshops designed to identify intersections of major social challenges facing the city, we havedeveloped a social sustainability master plan blueprint with long-term goals in the areas of reducing homelessness, combating sex trafficking and improvingthe health of immigrant communities. We continue to commit resources to addressing these pressing social challenges.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 Actof 1934, 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 availableon our website under the “Investor Relations” link. We will provide a copy of these documents without charge to any person upon receipt of a written requestaddressed to Caesars Entertainment Corporation, Attn: Corporate Secretary, One Caesars Palace Drive, Las Vegas, Nevada 89109. Reference in this documentto our website address does not constitute incorporation by reference of the information contained on the website.10ITEM 1A. Risk FactorsRisks Related to Our BusinessOur substantial indebtedness and the fact that a significant portion of our cash flow is used to make interest payments and rent payments under the LeaseAgreements (defined below) could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in theeconomy or our industry and prevent us from making debt service payments and rent payments.Caesars Entertainment is a highly-leveraged company and had $9.1 billion in debt outstanding under credit facilities and notes (including our convertiblenotes) as of December 31, 2018. As a result, a significant portion of our liquidity needs are for debt service on such indebtedness, including significantinterest payments. Our estimated debt service (including principal and interest) on our credit facilities and notes (including our convertible notes) is $644million for 2019 and $11.3 billion thereafter to maturity for our currently outstanding indebtedness under our credit facilities and notes (including ourconvertible notes).See Note 12 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, rent paymentrequirements, strategic initiatives or other purposes;•make it more difficult for us to satisfy our obligations with respect to our indebtedness and the Lease Agreements, and any failure to comply with theobligations of any of our debt instruments or Lease Agreements, including restrictive covenants and borrowing conditions, could result in an eventof default under the agreements governing our indebtedness or such Lease Agreements;•require that a substantial portion of our cash flow from operations be dedicated to the payment of rent and interest and repayment of ourindebtedness, thereby reducing 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 certain of our competitors, which may place us at a competitive disadvantage;•make us more vulnerable to downturns in our business or the economy;•restrict the availability for us to make strategic acquisitions, develop new gaming facilities, introduce new technologies or exploit businessopportunities;•affect our ability to renew certain gaming and other licenses;•limit, along with the financial and other restrictive covenants in our indebtedness and the Lease Agreements, among other things, our ability toborrow additional funds or dispose of assets; 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 ouroutstanding debt obligations and lease obligations.Our ability to satisfy our debt obligations and lease obligations will depend upon, among other things:•our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory andother factors, many of which are beyond our control; and•our future ability to borrow under our credit facilities, the availability of which depends on, among other things, our complying with the covenantsthereunder.Our debt agreements contain restrictions that limit our flexibility in operating our business.Our debt agreements contain, and the agreements governing any future indebtedness of ours would likely contain, a number of covenants that imposesignificant operating and financial restrictions, including restrictions on our ability to, among other things:•incur additional debt or issue certain preferred shares;11•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 businessactivities or finance future operations or capital needs.We have pledged a significant portion of our assets as collateral under our subsidiaries’ secured 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 the agreements governing our revolving credit facilities if and when specifiedamounts are drawn and outstanding under our revolving credit facilities. See Note 12 for further information. Our ability to meet the financial ratios under ourdebt 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 thereunder, which, if notcured or waived, could have a material adverse effect on our business, financial condition and results of operations. In the event of any default under theindebtedness of CEC, CRC or CEOC LLC, the lenders or noteholders thereunder:•will not be required to lend any additional amounts to such borrowers;•could elect to declare all indebtedness 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 such indebtedness.Such actions by the lenders or noteholders under CEC’s, CRC’s or CEOC LLC’s indebtedness could cause cross defaults under the other indebtedness ofCEC, CRC or CEOC LLC, respectively, and in the case of lenders or noteholders under CRC’s or CEOC LLC’s indebtedness, could cause additional crossdefaults under CEC’s indebtedness. If we are unable to repay amounts under our secured credit facilities, the lenders under such secured credit facilities couldproceed against the collateral granted to them to secure that indebtedness.If the indebtedness under CEC’s, CRC’s or CEOC LLC’s credit facilities or other indebtedness were to be accelerated, there can be no assurance that theirassets would be sufficient to repay such indebtedness in full.CEC, CEOC LLC, CRC and/or their respective subsidiaries are parties to certain leasing and related arrangements that may have a negative effect onCEC’s business and operations.CEC, CEOC LLC, CRC, and certain of their subsidiaries are parties to certain leasing and financial commitments, including three lease agreements relating toproperties operated by CEOC LLC or its subsidiaries (the “CEOC LLC Lease Agreements”), three related management and lease support agreements, a leaseagreement relating to a property operated by a subsidiary of CRC (the “HLV Lease Agreement” and collectively with the CEOC LLC Lease Agreements, the“Lease Agreements”) and related guaranties (collectively, the “Lease Documents”). Pursuant to the CEOC LLC Lease Agreements, VICI leases properties toCEOC LLC (or the applicable subsidiaries of CEOC LLC) and CEOC LLC (or the applicable subsidiaries of CEOC LLC) is responsible for lease paymentsand other obligations for: (i) Caesars Palace Las Vegas; (ii) substantially all domestic properties owned by CEOC LLC and its subsidiaries other than CaesarsPalace Las Vegas; and (iii) Harrah’s Joliet Hotel & Casino in Joliet, Illinois. CEC guarantees the payment and performance of all monetary obligations ofCEOC LLC and its subsidiaries under the CEOC LLC Lease Agreements. Pursuant to the HLV Lease Agreement, VICI leases Harrah’s Las Vegas to asubsidiary of CRC, which is responsible for lease payments and other obligations for Harrah’s Las Vegas. CRC guarantees the payment and performance of allmonetary obligations of its subsidiary under the HLV Lease Agreement.12CEC has entered into call right agreements with VICI pursuant to which VICI has the right for five years from October 6, 2017, the date of those agreements,to purchase and lease to CEC or one of its subsidiaries interests in the real property assets associated with Harrah’s Laughlin, Harrah’s Atlantic City andHarrah’s New Orleans, which could also impose additional lease payments and other obligations on CEC and its subsidiaries. CEC and VICI also entered intoa right of first refusal agreement that provides, among other things, for (a) a grant by CEC (on behalf of itself and all of its majority owned subsidiaries) toVICI (on behalf of itself and all of its majority owned subsidiaries) of a right of first refusal to own and lease to an affiliate of CEC certain non-Las Vegasdomestic real estate that CEC or its affiliates may have the opportunity to acquire or develop and (b) a grant by VICI to CEC of a right of first refusal to leaseand manage certain non-Las Vegas domestic real estate that VICI may have the opportunity to acquire or develop.Pursuant to the Lease Agreements, as amended in December 2018, CEC’s subsidiaries are obligated to pay, in the aggregate, approximately $782 million infixed annual rents, subject to certain escalators and adjustments beginning at various points in the initial term and continuing through the renewal terms. IfCEC’s businesses and properties fail to generate sufficient earnings, the payments required to service these leasing commitments may materially andadversely limit the ability of CEC to make investments to maintain and grow its portfolio of businesses and properties. Additionally, CEC may be subject toother significant obligations under its guarantees if its subsidiaries are unable to satisfy their lease payments and other monetary obligations which couldmaterially and adversely affect CEC’s business and operating results.CEC’s guarantees of the CEOC LLC Lease Agreements impose restrictions on certain business activities of CEC, including restrictions on sales of assets andmaking dividends and distributions. The Lease Documents generally impose restrictions on the business activities of CEOC LLC, CRC and their applicablesubsidiaries, including restrictions on transfers of the leased properties, requirements to make specified minimum levels of capital expenditures andlimitations regarding how the leased properties may be operated. Compliance with the restrictions in the Lease Documents may constrain the ability of CECto implement any growth plans as well as its flexibility to react and adapt to unexpected operational challenges and adverse changes in economic and legalconditions. Additionally, with respect to properties leased pursuant to the Lease Agreements, CEOC LLC or CRC (or their applicable subsidiaries) generallywill be required to restore properties that are damaged by casualties regardless of whether any insurance proceeds are sufficient to pay for the restoration.Each of CEOC LLC, CRC and/or their respective subsidiaries are required to pay a significant portion of their cash flow from operations to VICI pursuantto and subject to the terms and conditions of the Lease Agreements, which could adversely affect our ability to fund our operations or developmentprojects, raise capital, make acquisitions, and otherwise respond to competitive and economic changes.Each of CEOC LLC, CRC and/or their applicable subsidiaries are required to pay a significant portion of their cash flow from operations to VICI pursuant toand subject to the terms and conditions of the Lease Agreements. As a result of this commitment, their ability to fund their own operations or developmentprojects, raise capital, make acquisitions and otherwise respond to competitive and economic changes may be adversely affected. For example, theirobligations under the Lease Agreements may:•make it more difficult for the applicable entity to satisfy their obligations with respect to their indebtedness and to obtain additional indebtedness;•increase the applicable entity’s vulnerability to general or regional adverse economic and industry conditions or a downturn in its business;•require the applicable entity to dedicate a substantial portion of its cash flow from operations to making lease payments, thereby reducing theavailability of its cash flow to fund working capital, capital expenditures and other general corporate purposes;•limit the applicable entity’s flexibility in planning for, or reacting to, changes in its business and the industry in which it operates; and•restrict the applicable entity’s ability to raise capital, make acquisitions and divestitures and engage in other significant transactions.In addition, the annual rent escalations under the Lease Agreements will continue to apply regardless of the amount of cash flows generated by the propertiesthat are subject to the Lease Agreements (subject to certain EBITDAR to rent ratio-based caps). Accordingly, if the cash flows generated by such propertiesdecrease, or do not increase at the same rate as the rent escalations, the rents payable under the Lease Agreements could comprise a higher percentage of thecash flows generated by the applicable entity, which could exacerbate, perhaps materially, the issues described above.13Any of the above listed factors could have a material adverse effect on CEOC LLC’s and CRC’s respective business, financial condition, and results ofoperations.The CEC Convertible Notes are exercisable for shares of our common stock. The exercise of such equity instruments would have a dilutive effect tostockholders of CEC.The $1.1 billion aggregate principal amount of 5.00% convertible senior notes maturing in 2024 (the “CEC Convertible Notes”) are exercisable for shares ofour common stock. The exercise of such equity instruments would have a dilutive effect to stockholders of CEC. In accordance with the terms of the Plan, onthe Effective Date, we issued approximately $1.1 billion aggregate principal amount of CEC Convertible Notes that are convertible at the option of holdersinto a number of shares of our common stock that is initially equal to 0.139 shares of our common stock per $1.00 principal amount of CEC ConvertibleNotes, or approximately 156 million shares, of which 151 million shares are net of amounts held by CEC. If all the shares were issued on the Effective Date,they would have represented approximately 17.9% of the shares of our common stock outstanding after giving effect to the shares issued in accordance withthe Plan. The CEC Convertibles Notes are subject to conversion at our option beginning in October 2020 if the last reported sale price of our common stockequals or exceeds 140% of the conversion price for the CEC Convertible Notes in effect on each of at least 20 trading days during any 30 consecutive tradingday period. CEC does not have any other redemption rights for the CEC Convertible Notes. As of December 31, 2018, the remaining life of the CECConvertible Notes is 5.75 years.Most of CEOC LLC’s U.S. gaming facilities, as well as Harrah’s Las Vegas, are leased and could experience risks associated with leased property,including risks relating to lease termination, lease extensions, consents and approvals, charges and our relationship with VICI, which could have amaterial adverse effect on our business, financial position or results of operations.Most of CEOC LLC’s U.S. gaming facilities are leased and could experience risks associated with leased property, including risks relating to leasetermination, lease extensions, consents and approvals, charges and our relationship with VICI, which could have a material adverse effect on our business,financial position, or results of operations. CEOC LLC and its subsidiaries lease most of the gaming facilities they operate pursuant to the CEOC LLC LeaseAgreements. Termination of any or all of the CEOC LLC Lease Agreements would result in CEOC LLC or its applicable subsidiaries losing some or all oftheir rights with respect to the applicable properties, could result in a default under CEOC LLC’s debt agreements, and could have a material adverse effecton CEOC LLC’s business, financial position, or results of operations. In the event of certain terminations of the CEOC LLC Lease Agreements, CEOC LLC orits applicable subsidiaries may be required to cooperate to transfer all personal property located at the applicable facility to a designated successor.Moreover, since as a lessee CEOC LLC and its subsidiaries do not completely control the land and improvements underlying their operations, VICI, as lessor,could take certain actions to disrupt CEOC LLC and its subsidiaries’ rights in the facilities leased under the CEOC LLC Lease Agreements, which are beyondour control. If VICI chose to disrupt CEOC LLC and its subsidiaries’ use either permanently or for a significant period of time, then the value of their assetscould be impaired and their business and operations could be adversely affected. There can also be no assurance that CEOC LLC and its subsidiaries will beable to comply with their obligations under the CEOC LLC Lease Agreements in the future. In addition, if VICI has financial, operational, regulatory or otherchallenges there can be no assurance that VICI will be able to comply with its obligations under its agreements with CEC, CEOC LLC, or their subsidiaries.CRC’s subsidiary leases Harrah’s Las Vegas from VICI pursuant to the HLV Lease Agreement on terms that are similar to those of the CEOC LLC LeaseAgreements. CRC and its subsidiary, therefore, are subject to many of the same risks described above with respect to Harrah’s Las Vegas.The Lease Agreements are a type of lease that is commonly known as a triple net lease. Accordingly, in addition to rent, the tenants under the LeaseAgreements are required to pay all operating costs associated with the respective facilities, including the payment of taxes, insurance, and all repairs, andproviding indemnities to VICI against liabilities associated with the operations of each facility. CEC’s applicable subsidiaries are responsible for incurringthe costs described in the preceding sentence notwithstanding the fact that many of the benefits received in exchange for such costs may in part accrue toVICI as owner of the associated facilities. In addition, if some of the leased facilities should prove to be unprofitable, CEOC LLC and its subsidiaries orCRC’s subsidiary, as applicable, could remain obligated for lease payments and other obligations under the Lease Agreements even if they decided towithdraw from those locations, and consequently, CEC and CRC would remain obligated under the corresponding lease guarantees. CEOC LLC and itssubsidiaries or CRC’s subsidiary, as applicable, could incur special charges relating to the closing of such facilities including lease termination costs,impairment charges, and other special charges that would reduce their net income and could have a material adverse effect on our business, financialcondition and results of operations.14We may be unable to generate sufficient cash to service all of our indebtedness and lease commitments, and may be forced to take other actions to satisfyour obligations under our indebtedness and lease commitments that may not be successful.We may be unable to generate sufficient cash flow from operations, or may be unable to draw under our credit facilities or otherwise, in an amount sufficientto fund our liquidity needs. Our operating cash inflows are typically used for operating expenses, debt service costs, lease payments, working capital needs,and capital expenditures in the normal course of business. Our estimated debt service (including principal and interest) is $644 million for 2019 and $11.3billion thereafter to maturity for our outstanding indebtedness and our estimated financing obligations are $753 million for 2019 and $37.7 billion thereafterto maturity for our outstanding lease arrangements. If we are unable to service our debt obligations or pay our financing obligations, there can be noassurances that our business will continue in its current state. See Note 12 for details of our debt outstanding and Note 10 for details of our leasecommitments.We may incur additional indebtedness and lease commitments, which could adversely affect our ability to pursue certain business opportunities.We and our subsidiaries may incur additional indebtedness and lease commitments at any time and from time to time in the future. Although the terms of theagreements governing our indebtedness and lease commitments contain restrictions on our ability to incur additional indebtedness and certain types of leasecommitments, these restrictions are subject to a number of important qualifications and exceptions, and the indebtedness and lease commitments incurred incompliance with these restrictions could be substantial. For example, as of December 31, 2018, CRC had $864 million of additional borrowing capacityavailable under its senior secured credit facility, net of $100 million outstanding and $36 million committed to outstanding letters of credit, and CEOC LLChad a total of $161 million of additional borrowing capacity available under its senior secured credit facility, net of $39 million committed to outstandingletters of credit. We may consider incurring additional indebtedness in the future to fund our growth strategy.Our subsidiary debt agreements allow for limited future issuances of additional secured or unsecured indebtedness, which may include, in each case,indebtedness secured on a pari passu basis with the obligations under CRC’s or CEOC LLC’s credit facilities. This indebtedness could be used for a variety ofpurposes, including financing capital expenditures, refinancing or repurchasing our outstanding indebtedness, including existing unsecured indebtedness, orfor general corporate purposes. We have raised and expect to continue to raise debt, including secured debt, to directly or indirectly refinance ouroutstanding unsecured debt on an opportunistic basis, as well as development and acquisition opportunities. Additional indebtedness would require greaterservicing payments, and accordingly, may affect our future liquidity and limit our ability to pursue certain opportunities and implement any growth plans inthe future.Repayment of our and 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 and oursubsidiaries’ indebtedness is dependent, to a significant extent, on the generation of cash flow by our subsidiaries and, in the case of CEC’s debt, their abilityto make such cash available to us by dividend, if needed, or otherwise. Our subsidiaries do not have any obligation to pay amounts due on our othersubsidiaries’ indebtedness or to make funds available for that purpose (other than with respect to subsidiary guarantees granted by certain subsidiaries ofCEOC LLC to guarantee CEOC LLC’s indebtedness and by certain subsidiaries of CRC to guarantee CRC’s indebtedness). Our subsidiaries may not be ableto, or may not be permitted to, make distributions to enable us to make payments in respect of our or our other subsidiaries’ indebtedness. Each subsidiary is adistinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries.Our business and results of operations could be negatively affected as a result of the actions of activist stockholders, which could impact our stock price.We have been the subject of actions taken by activist stockholders. For instance, on February 19, 2019, Carl C. Icahn and various affiliated entities(collectively, “Icahn”) filed with the SEC a Schedule 13D indicating that Icahn beneficially owns 9.8 percent of our common stock. The Schedule 13Ddisclosed that Icahn had spoken to, and intended to continue to speak with, our Board of Directors and management regarding enhancing shareholder value,improving asset optimization and seeking board representation, including, if necessary, by nominating a slate of directors at the 2019 Annual Meeting. TheSchedule 13D also indicated that Icahn believes the Board of Directors should conduct a strategic process to comprehensively assess the best path forward forour company and Icahn’s belief that stockholder value might be best served, and enhanced, by selling our Company.While we strive to maintain constructive, ongoing communications with all of our stockholders, and welcome their views and opinions with the goal ofenhancing value for all stockholders, activist stockholders may, from time to time, engage in proxy solicitations or advance stockholder proposals, orotherwise attempt to effect changes and assert influence on our Board of Directors15and management. Responding to proposals by activist stockholders may, and responding to a proxy contest instituted by stockholders would, require us toincur significant legal and advisory fees, proxy solicitation expenses (in the case of a proxy contest) and administrative and associated costs and requiresignificant time and attention by our Board of Directors and management, diverting their attention from the pursuit of our business strategy. Any perceiveduncertainties as to our future direction and control, our ability to execute on our strategy or changes to the composition of our Board of Directors or seniormanagement team arising from proposals by activist stockholders or a proxy contest could lead to the perception of a change in the direction of our businessor instability which may be exploited by our competitors, result in the loss of potential business opportunities and make it more difficult to pursue ourstrategic initiatives or attract and retain qualified personnel and business partners, any of which could have a material adverse effect on our business andoperating results. In addition, stockholder activism and potential resulting changes in governance may have implications under the various gaming laws towhich we are subject, and could have an adverse impact on our gaming licenses. We may choose to initiate, or may become subject to, litigation as a result ofproposals by activist stockholders or proxy contests or matters relating thereto, which would serve as a further distraction to our Board of Directors andmanagement and could require us to incur significant additional costs.In addition, actions such as those described above could cause significant fluctuations in the trading prices of our common stock, based on temporary orspeculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.As we continue to engage in discussions with Icahn, the trading prices of our common stock may be subject to significant fluctuations, including as a resultof actions taken by activist stockholders and our responses thereto, which may be material.Likewise, to the extent that we implement any proposals made by Icahn or any other activist stockholder to change the composition of our Board ofDirectors, engage in particular transactions or change certain aspects of our strategy, the resulting changes in our business, assets, results of operations andfinancial condition may be material and may have an impact, which may be material, on the market prices of our common stock, and may also causesubstantial volatility in the trading price of those securities.We may not realize any or all of our anticipated value creation opportunities, which would have a negative effect on our results of operations.As part of our enterprise-wide strategy, we have implemented a program of continuous improvement designed to identify value creation opportunities toimprove operations and results, including without limitation through identifying opportunities to improve profitability by reducing costs. Any cost savingsor other value creation that we ultimately realize from such efforts may differ materially from originally anticipated amounts or be offset by otherunanticipated developments. These plans are subject to numerous risks and uncertainties that may change at any time. We cannot assure you that cost-savings or other value creation initiatives will be completed as anticipated or that the benefits we expect will be achieved on a timely basis or at all.It is unclear what long-term impact our business structure will have on our key business relationships and our ability to compete with other gamingoperators.As a result of the consummation of the Plan, we are among a few gaming operators that lease a significant portion of its properties from a single lessor underlease arrangements. As a result, it is difficult to predict whether and to what extent our relationship with VICI, including any actual or perceived conflicts ofinterest, will affect our relationships with suppliers, customers, or regulators or our ability to compete with other gaming operators that are not subject to amaster lease arrangement with a single lessor. In addition, VICI has numerous consent, audit, and other rights under the Lease Documents. As a result, anumber of CEOC LLC’s and CRC’s strategic and operational decisions are subject to review and/or agreement with VICI, and there can be no assurance thatVICI’s exercise of its rights under the Lease Documents will not be adverse to CEOC LLC’s or CRC’s business or operations, particularly where our interestsand the interests of VICI (or those who control it) are not aligned.The development and construction of new hotels, casinos, and gaming and non-gaming venues and the expansion of existing ones could have an adverseeffect 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 new hotels, casinos, and other gaming venues and develop and manage non-gaming venues in response toopportunities that may arise. Future development projects 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 effect upon ourbusiness, financial condition, results of operations, and cash flow. The development and construction of new hotels, casinos and gaming venues and theexpansion of existing ones is susceptible to various risks and uncertainties, such as:•the existence of acceptable market conditions and demand for the completed project;16•general construction risks, including cost overruns, change orders and plan or specification modification, shortages of construction resources, labordisputes, unforeseen environmental, engineering or geological problems, work stoppages, fire and other natural disasters, construction schedulingproblems, 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 project, or license agreements are subject to risks, in addition to those disclosed above, as they are dependent on our ability to reachand maintain agreements with third parties.Our failure to complete any new development or expansion project, or complete any joint development or expansion projects or projects where we licenseour brands, as planned, on schedule, within budget, or in a manner that generates anticipated profits, could have an adverse effect on our business, financialcondition, results of operations, and cash flow.We may pursue strategic acquisitions of third-party assets and businesses as a complement to our future growth strategy, which could raise materialinvestment risk and affect our businesses and operations, if integration is unsuccessful or the acquired assets and businesses perform poorly.We intend to implement a growth plan centered on an organic growth strategy for our non-gaming entertainment, hospitality, and leisure offerings. We alsointend to pursue strategic acquisitions as a complement to the extent such acquisitions present attractive opportunities that would bolster our organic growthstrategy. Additionally, we will also look to become a more active participant in certain high-growth sports and mobile gaming opportunities in order toleverage our extensive experience and management expertise in the gaming industry and build an enhanced high-growth portfolio.Our ability to realize the anticipated benefits of acquisitions will depend, in part, on our ability to integrate the acquired businesses with our businesses. Thecombination of two independent companies is a complex, costly, and time-consuming process. This process may disrupt the business of either or both of thecompanies and may not result in the full benefits expected. The difficulties of combining the operations of the companies include, among other things:•coordinating marketing functions;•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 attention from ongoing business concerns; and•coordinating geographically separate organizations.Additionally, even if integration is successful, the overall integration of acquired assets and businesses may result in material unanticipated problems,expenses, liabilities, competitive responses, loss of customer and other business relationships and diversion of management attention. There is also noguarantee that the acquired assets or businesses will generate any of the projected synergies and earnings growth, and the failure to realize such projectedsynergies and earnings growth may adversely affect our operating and financial results and derail any growth plans.The risks associated with our existing and potential future international operations could reduce our profits.17Some of our properties are located outside the United States, and we are currently pursuing additional international opportunities. International operationsare subject 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.We are or may become involved in legal proceedings that, if adversely adjudicated or settled, could have a material adverse effect on our business,financial condition, results of operations, and prospects.From time to time, we are a defendant in various lawsuits or other legal proceedings relating to matters incidental to our business. Some of these mattersinvolve commercial or contractual disputes, intellectual property claims, legal compliance, personal injury claims, and employment claims. As with all legalproceedings, no assurance can be provided as to the outcome of these matters and, in general, legal proceedings can be expensive and time consuming. Wemay not be successful in the defense or prosecution of these lawsuits, which could result in settlements or damages that could significantly impact ourbusiness, financial condition, and results of operations.Compromises of our information systems or unauthorized access to confidential information or our customers’ personal information could materiallyharm our reputation and business.We collect and store confidential, personal information relating to our customers for various business purposes, including marketing and financial purposes,and credit card information for processing payments. For example, we handle, collect and store personal information in connection with our customersstaying at our hotels and enrolling in Caesars Rewards. We may share this personal and confidential information with vendors or other third parties inconnection with processing of transactions, operating certain aspects of our business, or for marketing purposes. Our collection and use of personal data aregoverned by state and federal privacy laws and regulations as well as the applicable laws and regulations in other countries in which we operate. Privacy lawis subject to frequent changes and varies significantly by jurisdiction. We may incur significant costs in order to ensure compliance with the variousapplicable 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, some of the systems currently used for transmission and approval of paymentcard transactions and the technology utilized in payment cards themselves, all of which can put payment card data at risk, are determined and controlled bythe payment card industry, and other such systems are determined and controlled by 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 our system security or that of a third-party provider or as a result of purposeful oraccidental actions of third parties, our employees, or those employees of a third party, power outages, computer viruses, system failures, natural disasters, orother catastrophic events. Our third-party information system service providers face risks relating to cybersecurity similar to ours, and we do not directlycontrol any of such parties’ information security operations. Advances in computer and software capabilities, encryption technology, new tools, and otherdevelopments may increase the risk of a security breach. As a result of any security breach, customer information or other proprietary data may be accessed ortransmitted by or to a third party. Despite the measures we have implemented to safeguard our information, there can be no assurance that we are adequatelyprotecting our information.Any loss, disclosure of, misappropriation of, or access to customers’ or other proprietary information or other breach of our information security could resultin legal claims or legal proceedings, including regulatory investigations and actions, or liability for failure to comply with privacy and information securitylaws, including for failure to protect personal information or for misusing personal information, which could 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 havean adverse effect on our financial condition, results of operations, and cash flow.We have cybersecurity insurance to respond to a breach which is designed to cover expenses around notification, credit monitoring, investigation, crisismanagement, public relations and legal advice. We also carry other insurance which may cover ancillary18aspects of the event. However, damage and claims arising from a breach may not be completely covered or may exceed the amount of any insuranceavailable.Our reliance on our computer systems and software could expose us to great financial harm if any of our computer systems or software were subject to anymaterial disruption or corruption.We rely significantly on our computer systems and software to receive and properly process internal and external data, including data related to CaesarsRewards. A disruption or corruption of the proper functioning of our computer systems or software could cause us to lose data or record erroneous data, whichcould result in material losses. We cannot guarantee that our efforts to maintain competitive computer systems and software will be successful. Our computersystems and software may fail or be subject to bugs or other errors, resulting in service interruptions or other unintended consequences. If any of these risksmaterialize, they could have a material adverse effect on our business, financial condition, and results of operations.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 ourcosts, 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 propertiesor assets (subject to any restrictions in the agreements governing our indebtedness and leases). These sales or divestitures affect our costs, revenues,profitability, financial position, liquidity, and our ability to comply with our debt covenants. Divestitures have inherent risks, including possible delays inclosing transactions (including potential difficulties in obtaining regulatory approvals), the risk of lower-than-expected sales proceeds for the divestedbusinesses, and potential post-closing claims for indemnification. In addition, current economic conditions and relatively illiquid real estate markets mayresult in fewer potential bidders and unsuccessful sales efforts. Expected costs savings, which are offset by revenue losses from divested properties, may alsobe 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 decreasein disposable consumer income and wealth; increases in payroll taxes; increases in gaming taxes or fees; fears of recession and changes in consumerconfidence in the economy; and terrorist attacks or other global events. Our business is susceptible to any such changes because our properties offer a highly-discretionary set of entertainment and leisure activities and amenities. Gaming and other leisure activities we offer represent discretionary expenditures andparticipation in such activities may decline if discretionary consumer spending declines, including during economic downturns, during which consumersgenerally earn less disposable income. Particularly, we have business concentrations in gaming offerings and in Las Vegas, which are sensitive to declines indiscretionary consumer spending and changes in consumer preferences. During periods of economic contraction, our revenues may decrease while most ofour costs remain fixed and some costs even increase, resulting in decreased earnings.We are subject to significant risks associated with joint ventures, strategic alliances and other third-party collaborations.We pursue certain of our new license opportunities, development projects and other strategic business opportunities through third party collaborations suchas joint ventures, license arrangements and other alliances. Examples include our joint ventures for Horseshoe Baltimore and our development project inKorea, our recently announced deal with Turner Sports regarding gaming-related sports content, and other sports-related opportunities.Our joint ventures are governed by mutually established agreements that we entered into with our partners. As such, we do not unilaterally control the jointventures or other initiatives. The terms of the joint venture and the rights of our joint venture partners may preclude us from taking actions that we believe tobe in the best interests of the Company. Alternatively, our joint venture partners could take actions binding on the joint venture without our consent.Disagreements with our joint venture partners could result in delays in project development, including construction delays, and ultimate failure of theproject. Moreover, our joint venture partners may not be able to provide capital to the joint venture on the terms agreed to or at all, and the joint venture maybe unable to obtain external financing to finance its operations. Also, our ability to exit the joint venture may be subject to contractual and other limitations.With any third-party collaboration, there is a risk that our partners’ economic, business or legal interests or objectives may not be aligned with ours, leadingto potential disagreements and/or failure of the applicable project or initiative. Additionally, we are19subject to the risks relating to our partners’ failure to satisfy contractual obligations, conflicts arising between us and any of our partners and changes in theownership of any of our partners.Any of the foregoing with respect to our third-party collaborations could adversely affect our financial condition, operating results and cash flows.Our strategies to grow our business may be unsuccessful, which could have an adverse effect on our results of operations.Our success depends in part on our ability to grow our business. In addition to increasing our revenues from operations, we plan to grow our business through(i) real estate development domestically and internationally, (ii) traditional mergers and acquisitions, (iii) expanding our Caesars Rewards partnerships, and(iv) pursuing licensing and management agreements to utilize our brands on third party-owned properties. Our ability to execute on our growth strategy isdependent upon, among other things, our ability to finance development projects and to obtain all necessary zoning, land-use, building, occupancy andother governmental permits and authorizations, and upon risks inherent in acquisitions including the ability to finance acquisitions, the ability to integrateacquisitions, the ability to realize anticipated benefits of the acquisitions and the diversion of management’s attention from Company resources. In addition,we may be unsuccessful in identifying acceptable third parties for Caesars Rewards and for licensing and managing properties. As a result, we may not be ableto realize the growth we expect from our strategies, which could have an adverse effect on our results of operations. Moreover, even if our growth strategy issuccessful, we may not realize the benefit we expect from our growth strategy on a timely basis or at all, which could have an adverse effect on our business,financial condition, results of operations and cash flow.In addition, the Company may from time to time pursue strategic investments in pursuit of its growth strategy. There can be no assurance that any suchinvestment will be successful or result in the benefits we expect within the expected time frame or at all. A failure of any strategic investment could have anadverse effect on our business, financial condition, results of operations and cash flow.We are subject to extensive governmental regulation and taxation policies, and the enforcement of or any changes in such regulation or policy couldadversely 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 havebroad powers with respect to the licensing of casino operations and may revoke, suspend, condition, or limit our gaming or other licenses, impose substantialfines and take other actions, any one of which could adversely impact our business, financial condition, and results of operations. Furthermore, in manyjurisdictions where we operate, licenses are granted for limited durations and require renewal from time to time. There can be no assurance that continuedgaming activity will be approved in any referendum in the future. If we do not obtain the requisite approval in any future referendum, we will not be able tooperate our gaming operations in the affected jurisdiction, which would negatively impact our future performance. In addition, the gaming and other lawsand regulations to which we are subject could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Forexample, in 2018, the U.S. Department of Justice (“DOJ”) reversed its previously-issued opinion published in 2011, which stated that interstate transmissionsof wire communications that do not relate to a “sporting event or contest” fall outside the purview of the Wire Act of 1961 (the “Wire Act”). The DOJ’supdated opinion, which is still being evaluated by industry members, concluded instead that the Wire Act was not uniformly limited to gaming relating tosporting events or contests and that certain of its provisions apply to non-sports-related wagering activity. Any such material changes, new laws orregulations, or material differences in interpretations by courts or governmental authorities could adversely affect our business and operating results.From time to time, individual jurisdictions have also considered legislation or referendums, such as bans on smoking in casinos and other entertainment anddining facilities, which could adversely impact our operations. These smoking bans have adversely affected revenues and operating results at our properties.The likelihood or outcome of similar legislation in other jurisdictions and referendums in the future cannot be predicted, though any smoking ban would beexpected 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 reviewour compliance with gaming laws in other jurisdictions, it is possible that gaming compliance issues in one jurisdiction may lead to reviews and complianceissues in other jurisdictions.The casino entertainment industry represents a significant source of tax revenues to the various jurisdictions in which casinos operate. From time to time,various state and federal legislators and officials have proposed changes in tax laws, or in the administration of such laws, including increases in tax rates,which would affect the industry. If adopted, such changes could adversely impact our business, financial condition, and results of operations.20Our ability to utilize net operating loss (“NOL”) carryforwards may be limited as a result of any future stock ownership changes.In general, Section 382 of the Internal Revenue Code provides an annual limitation with respect to the ability of a corporation to utilize its net operating losscarryovers, as well as certain built-in losses, against future taxable income in the event of a change in ownership. CEOC’s emergence from bankruptcy and theCAC Merger resulted in a change in ownership for purposes of Section 382, making its provisions applicable to the Company. It is unlikely that the annuallimitation caused as a result of the CAC Merger and CEOC’s emergence from bankruptcy will adversely affect the Company’s ability to utilize its netoperating loss carryovers against its future taxable income. However, if the Company undergoes another ownership change before all the net operating losscarryovers have offset taxable income, a future limitation may restrict the Company’s ability to utilize its net operating loss carryover prospectively.Any violation of the Bank Secrecy Act or other similar anti-money laundering laws and regulations could have a negative impact on us.We deal with significant amounts of cash in our operations and are subject to various reporting and AML regulations. In recent years, governmentalauthorities have been increasingly focused on AML policies and procedures, with a particular focus on the gaming industry. Any violation of AML orregulations by any of our resorts could have a negative effect on our results of operations.Any violation of the Foreign Corrupt Practices Act or other similar anti-corruption 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 indoing business cross-border and in each of the countries in which we conduct business. We are subject to requirements imposed by the Foreign CorruptPractices Act (“FCPA”) and other anti-corruption laws that generally prohibit U.S. companies and their affiliates from offering, promising, authorizing, ormaking improper payments to foreign government officials for the purpose of obtaining or retaining business. Violations of the FCPA and other anti-corruption laws may result in severe criminal and civil sanctions and other penalties, and the SEC and DOJ have increased their enforcement activities withrespect to the FCPA. Policies and procedures and employee training and compliance programs that we have implemented to deter prohibited practices maynot be effective in prohibiting our employees, contractors, or agents from violating or circumventing our policies and the law. If our employees or agents failto comply with applicable laws or company policies governing our international operations, we may face investigations, prosecutions, and other legalproceedings and actions that could result in civil penalties, administrative remedies, and criminal sanctions. Any determination that we have violated anyanti-corruption laws could have a material adverse effect on our financial condition. Compliance with international and U.S. laws and regulations that applyto our international operations increases our cost of doing business in foreign jurisdictions.Our stockholders are subject to extensive governmental regulation, and if a stockholder is found unsuitable by the gaming authority, that stockholderwould not be 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. For anycause deemed reasonable by the gaming authorities, subject to certain administrative proceeding requirements, the gaming regulators have the authority todeny any application; limit, condition, restrict, revoke, or suspend any license, registration, finding of suitability or approval; or fine any person licensed,registered, or found suitable or approved. For additional information on the criteria used in making determinations regarding suitability, see Item 1,“Business—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 that is registered with the Nevada Gaming Commission (“NGC”), may berequired to be found suitable if the NGC has reason to believe that his or her acquisition of that ownership, or his or her continued ownership in general,would be inconsistent with the declared public policy of Nevada, in the sole discretion of the NGC. Any person required by the NGC to be found suitablemust apply for a finding of suitability within 30 days after the NGC’s request that he or she should do so and, together with his or her application forsuitability, deposit with the Nevada Gaming Control Board (“NGCB”) a sum of money which, in the sole discretion of the NGCB, will be adequate to pay theanticipated costs and charges incurred in the investigation and processing of that application for suitability, and deposit such additional sums as are requiredby the NGCB to pay final costs and charges.Furthermore, any person required by a gaming authority to be found suitable, who is found unsuitable by the gaming authority, may not hold, directly orindirectly, the beneficial ownership of any voting security or the beneficial or record ownership of any non-voting security or any debt security of any publiccorporation that is registered with the gaming authority beyond the time prescribed by the gaming authority. A violation of the foregoing may constitute acriminal offense. A finding of unsuitability by a21particular gaming authority impacts that person’s ability to associate or affiliate with gaming licensees in that particular jurisdiction and could impact theperson’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 companyand, in some jurisdictions, non-voting securities, typically 5%, to report the acquisition to gaming authorities, and gaming authorities may require suchholders to apply for qualification or a finding of suitability, subject to limited exceptions for “institutional investors” that hold a company’s voting securitiesfor investment purposes only. Under Maryland gaming laws, we may not sell or otherwise transfer more than 5% of the legal or beneficial interest inHorseshoe Baltimore without the approval of the Maryland Lottery and Gaming Control Commission if it determines that the transferee is qualified or grantsthe 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. For example, in Indiana,a person may not have an ownership interest in more than two Indiana riverboat owner’s licenses, and in Maryland, an individual or business entity may notown an interest 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,marketing and growth strategies, financial strength and capabilities, and geographic diversity. We also compete with other non-gaming resorts and vacationareas, and with various other entertainment businesses. Our competitors in each region in which we participate may have greater financial, marketing, or otherresources 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 arecurrently able to compete effectively in each of the various regions in which we participate, we cannot ensure that we will be able to continue to do so or thatwe will be capable of maintaining or further increasing our current market share. Our failure to compete successfully in our various regions could adverselyaffect our business, financial condition, results of operations, and cash flow.In recent years, many casino operators, including us, have been reinvesting in existing jurisdictions to attract new customers or to gain market share, therebyincreasing competition in those jurisdictions. As companies have completed new expansion projects, supply has typically grown at a faster pace than demandin some areas. For example, in Baltimore, Maryland, the opening of MGM Resorts National Harbor Resort & Casino has resulted in significant declines inrevenue at our Horseshoe Baltimore property. In Las Vegas, our largest jurisdiction, competition has increased significantly. For example, the Genting Groupis developing a casino and hotel called Resorts World Las Vegas, and Marriott International and New York-based global real estate firm Witkoff aredeveloping a casino and hotel called The Drew Las Vegas. Both are expected to open in 2020 on the northern end of the Las Vegas Strip. In response tochanging trends, Las Vegas operators have been focused on expanding their non-gaming offerings, including upgrades to hotel rooms, new food andbeverage offerings, and new entertainment offerings. In May 2018, MGM rebranded the Monte Carlo Hotel and Casino as Park MGM, which underwent non-gaming renovations focused on room, food and beverage, and entertainment enhancements. There have also been proposals for other large scale non-gamingdevelopment projects in Las Vegas by various other developers. The expansion of existing casino entertainment properties, the increase in the number ofproperties, and the aggressive marketing strategies of many of our competitors have increased competition in many markets in which we operate, and thisintense competition is expected to continue. These competitive pressures have and are expected to continue to adversely affect our financial performance incertain areas, including Atlantic City, where Hard Rock Hotel Atlantic City and Ocean Resort Casino were introduced into the market in 2018, causingincreased competition in the market. Growth in consumer demand for non-gaming offerings could also negatively impact our gaming revenue.In particular, our business may be adversely impacted by the additional gaming and room capacity in Nevada, Louisiana, and Atlantic City and by theinitiation and growth of online gaming in Nevada, Louisiana and other states. In addition, our operations located in New Jersey may be adversely impactedby the expansion of gaming in Maryland, New York, and Pennsylvania, our operations in Louisiana may be adversely impacted by the expansion of gamingin Mississippi and the Gulf Coast, and our operations located in Nevada may be adversely impacted by the expansion of gaming in California.In addition, the gaming industry has expanded into new jurisdictions in which gaming was not previously permitted. This growth is likely to continue in thefuture and will result in increased competition for our facilities in the jurisdictions in which we operate.The loss of the services of key personnel or the failure to manage our Chief Executive Officer transition could have a material adverse effect on ourbusiness.We believe that the leadership of our executive officers has been a critical element of our success. On November 1, 2018, we announced that Mark P. Frissora,our President and Chief Executive Officer, will leave the Company. Subject to the terms of the Separation Agreement, Mr. Frissora will continue as Presidentand Chief Executive Officer until a termination date of April 30, 2019 (which the Company may extend by one month) for purposes of continuity ofleadership as the Company searches for a22successor to Mr. Frissora with the nationally recognized third-party search firm the Company has engaged for that purpose. Any failure by us to manage thisleadership transition or a failure to timely identify a qualified permanent Chief Executive Officer could have a material adverse effect on our businesses. Ourother executive officers and other members of senior management have substantial experience and expertise in our businesses that we believe will makesignificant contributions to our growth and success. The unexpected loss of services of one or more of these individuals could also adversely affect us. We donot have key man or similar life insurance policies covering members of our senior management. We have employment agreements with our executiveofficers, but these agreements do not guarantee that any given executive will remain with us, and there can be no assurance that any such officers will remainwith 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 diverseskills needed to serve clients and expand our business in many locations around the world. We face intense competition for highly qualified, specializedtechnical, managerial, and consulting personnel. Recruiting, training, retention, and benefit costs place significant demands on our resources. Additionally,the impending departure of our Chief Executive Officer, Mark P. Frissora, and the ongoing search for a successor to Mr. Frissora may make recruitingexecutives to our businesses more difficult. The inability to attract qualified employees in sufficient numbers to meet particular demands or the loss of asignificant number of our employees could have an adverse effect on us.Our business may be subject to seasonal fluctuations that could result in volatility and have an adverse effect on our operating results.Our business may be subject to some degree of seasonality. Weather conditions may deter or prevent customers from reaching the facilities or undertakingtrips. Such conditions would particularly affect customers who are traveling longer distances to visit our properties. Seasonality may cause our propertiesworking capital cash flow requirements to vary from quarter to quarter depending on the variability in the volume and timing of sales. Business in ourproperties can also fluctuate due to specific holidays or other significant events, such as Easter (particularly when the holiday falls in a different quarter thanthe prior year), the World Series of Poker tournament (with respect to our Las Vegas properties), city-wide conventions, a large sporting event or a concert, orvisits by our premium players. We also believe that any seasonality, holiday, or other significant event may affect our various properties or regionsdifferently. These factors, among other things, make forecasting more difficult and may adversely affect our properties’ ability to manage working capital andto predict financial results accurately, which could adversely affect our business, financial condition, and operating results.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 that affectour customers may result in reduced visitation to our resorts and a reduction in our revenues. We may be indirectly impacted by regulatory requirementsaimed at reducing the impacts of climate change directed at up-stream utility providers, as we could experience potentially higher utility, fuel, andtransportation costs.Win rates (hold 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, onaverage, will win or lose in the long run. In addition to the element of chance, win rates (hold percentages) are also affected by the spread of table limits andfactors that are beyond our control, such as a player’s skill, experience, and behavior, the mix of games played, the financial resources of players, the volumeof bets placed, and the amount of time players spend gambling. As a result of the variability in these factors, the actual win rates at our casinos may differfrom the theoretical win rates we have estimated and could result in the winnings of our gaming customers exceeding those anticipated. The variability ofwin rates (hold rates) also have the potential to negatively impact our financial condition, results of operations, and cash flows.We face the risk of fraud, theft, and cheating.We face the risk that gaming customers may attempt or commit fraud or theft or cheat in order to increase winnings. Such acts of fraud, theft, or cheatingcould involve the use of counterfeit chips or other tactics, possibly in collusion with our employees. Internal acts of cheating could also be conducted byemployees through collusion with dealers, surveillance staff, floor managers, or other casino or gaming area staff. Additionally, we also face the risk thatcustomers may attempt or commit fraud or theft with respect to our non-gaming offerings or against other customers. Such risks include stolen credit or chargecards or cash, falsified checks, theft of retail inventory and purchased goods, and unpaid or counterfeit receipts. Failure to discover such acts or schemes in a23timely manner could result in losses in our operations. Negative publicity related to such acts or schemes could have an adverse effect on our reputation,potentially causing a material adverse effect on our business, financial condition, results of operations, and cash flows.We may not be able to protect the intellectual property rights we own or may be prevented from using intellectual property necessary for 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 oursuccess. We rely primarily on trade secret, trademark, domain name, copyright, and contract law to protect the intellectual property and proprietarytechnology we own. We also actively pursue business opportunities in the United States and in international jurisdictions involving the licensing of ourtrademarks to third parties. It is possible that third parties may copy or otherwise obtain and use our intellectual property or proprietary technology withoutauthorization or otherwise infringe on our rights. For example, while we have a policy of entering into confidentiality, intellectual property inventionassignment, and/or non-competition and non-solicitation agreements or restrictions with our employees, independent contractors, and business partners, suchagreements may not provide adequate protection or may be breached, or our proprietary technology may otherwise become available to or be independentlydeveloped by our competitors. The laws of some foreign countries may not protect proprietary rights or intellectual property to as great an extent as do thelaws of the United States. Despite our efforts to protect our proprietary rights, the unauthorized use or reproduction of our trademarks could diminish thevalue of our trademarks and our market acceptance, competitive advantages, or goodwill, which could adversely affect our business.Third parties have alleged and may in the future allege that we are infringing, misappropriating, or otherwise violating their intellectual property rights. Thirdparties may initiate litigation against us without warning or may send us letters or other communications that make allegations without initiating litigation.We may elect not to respond to these letters or other communications if we believe they are without merit, or we may attempt to resolve these disputes out ofcourt by negotiating a license, but in either case it is possible that such disputes will ultimately result in litigation. Any such claims could interfere with ourability to use technology or intellectual property that is material to the operation of our business. Such claims may be made by competitors seeking to obtaina competitive advantage or by other parties, such as entities that purchase intellectual property assets for the purpose of bringing infringement claims. Wealso periodically employ individuals who were previously employed by our competitors or potential competitors, and we may therefore be subject to claimsthat such employees have used or disclosed the alleged trade secrets or other proprietary information of their former employers.In the future, we may have to rely on litigation to enforce our intellectual property rights, protect our trade secrets, determine the validity and scope of theproprietary rights of others, or defend against claims of infringement or invalidity. Any such litigation, whether successful or unsuccessful, could result insubstantial costs and the diversion of resources and the attention of management. If unsuccessful, such litigation could result in the loss of importantintellectual property rights, require us to pay substantial damages, subject us to injunctions that prevent us from using certain intellectual property, require usto make admissions that affect our reputation in the marketplace, and require us to enter into license agreements that may not be available on favorable termsor at all. Finally, even if we prevail in any litigation, the remedy may not be commercially meaningful or fully compensate us for the harm we suffer or thecosts we incur. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.We cannot assure you that we will be able to retain our performers and other entertainment offerings on acceptable terms or at all.Our properties’ entertainment offerings are only under contract for a limited time. For example, Jennifer Lopez’s contract expired in 2018 and the contractsfor Backstreet Boys and Celine Dion are scheduled to end in 2019. These and other of our performers draw customers to our properties and are a significantsource of our revenue. We cannot assure you that we will be able to retain our performers or other shows on acceptable terms or at all. In addition, the thirdparties that we depend on for our properties’ entertainment offerings may become incapable or unwilling to provide their services at the level agreed upon orat all. These and other of our entertainment offerings draw customers to the properties and are a significant source of our revenue.We extend credit to a portion of our customers, and we may not be able to collect gaming receivables from our credit customers.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 typicallyare extended more credit than slot players, and high-stakes players typically are extended more credit than customers who tend to wager lower amounts.High-end gaming is more volatile than other forms of gaming, and variances in win-loss results attributable to high-end gaming may have a significantpositive or negative impact on cash flow and earnings in a particular quarter. We extend credit to those customers whose level of play and financial resourceswarrant, in the opinion of management, an extension of credit. These large receivables could have a significant impact on our results of operations if deemeduncollectible. Gaming debts evidenced by a credit instrument, including what is commonly referred to as a “marker,”24and judgments on gaming debts are enforceable under the current laws of the jurisdictions in which we allow play on a credit basis, and judgments on gamingdebts in such jurisdictions are enforceable in all U.S. states under the Full Faith and Credit Clause of the U.S. Constitution. However, other jurisdictions maydetermine that enforcement of gaming debts is against public policy. Although courts of some foreign nations will enforce gaming debts directly and theassets in the U.S. of foreign debtors may be reached to satisfy a judgment, judgments on gaming debts from U.S. courts are not binding on the courts of manyforeign nations.Acts of terrorism, war, natural disasters, severe weather, and political, economic and military conditions may impede our ability to operate or maynegatively impact 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 thecustomers of our properties in Las Vegas use air travel. As a result of terrorist acts that occurred on September 11, 2001, domestic and international travel wasseverely disrupted, which resulted in a decrease in customer visits to our properties in Las Vegas. Visitation to Las Vegas also declined for a period of timefollowing the mass shooting tragedy on October 1, 2017. We cannot predict the extent to which disruptions in air or other forms of travel as a result of anyfurther terrorist act, security alerts or war, uprisings, or hostilities in places such as Iraq, Afghanistan, and/or Syria or other countries throughout the world, andgovernmental responses to those acts or hostilities, will directly or indirectly impact our business and operating results. For example, our operations in Cairo,Egypt, were negatively affected from the uprising there in January 2011. As a consequence of the threat of terrorist attacks and other acts of war or hostility inthe future, premiums for a variety of insurance products have increased, and some types of insurance are no longer available. If any such event were to affectour properties, we would likely be adversely affected.In addition, natural and man-made disasters such as major fires, floods, severe snowstorms, hurricanes, earthquakes, and oil spills could also adversely impactour business and operating 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 ourability to attract customers to certain of our gaming facilities. For example, Harrah’s Metropolis Hotel & Casino and Horseshoe Southern Indiana each closedin late February 2018 for an extended period of time due to flooding from the Ohio River. In most cases, we have insurance that covers portions of any lossesfrom a natural disaster, but it is subject to deductibles and maximum payouts in many cases. Although we may be covered by insurance from a naturaldisaster, the timing of our receipt of insurance proceeds, if any, may be out of our control. In some cases, however, we may receive no proceeds frominsurance.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 thefuture, 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 have in the past and may in the future incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets, which could negativelyaffect our future profits.We perform our annual goodwill impairment assessment as of October 1. We perform this assessment more frequently if impairment indicators exist. Weperformed our annual goodwill impairment test by comparing the fair value of each reporting unit with its carrying amount. We determine the estimated fairvalue of each reporting unit based on a combination of earnings before interest, taxes, depreciation, and amortization (“EBITDA”), valuation multiples, andestimated future cash flows discounted at rates commensurate with the capital structure and cost of capital of comparable market participants, givingappropriate consideration to the prevailing borrowing rates within the casino industry in general. We also evaluate the aggregate fair value of all of ourreporting units and other non-operating assets in comparison to our aggregate debt and equity market capitalization at the test date. EBITDA multiples anddiscounted cash flows are common measures used to value businesses in our industry.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 RoyaltyMethod” and “Excess Earnings Method” under 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 recoverablefrom the estimated future cash flows expected to result from its use and eventual disposition. As necessary, we typically estimate the fair value of assetsstarting with a “Replacement Cost New” approach and then deduct appropriate amounts for both functional and economic obsolescence to arrive at the fairvalue estimates. Other factors considered by management in performing this assessment may include current operating results, trends, prospects, and third-party appraisals, as well as the effect of demand, competition, and other economic, legal, and regulatory factors.25Declines in our stock price and increases in market yields within our industry, which are both factors used to determine the discount rate, along withdownward adjustments to expectations of future performance at certain of our properties and the closure of casino operations at one of our properties outsideof Las Vegas resulted in impairment charges during the year ended December 31, 2018. If significant negative industry or economic trends, reduced estimatesof future cash flows, disruptions to our business, slower growth rates or lack of growth in our business, or property closures or divestitures occur, we may berequired to record additional impairment charges in future periods which may be material.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 totime. Approximately half of our hourly team members employed in the U.S. are covered by a collective bargaining agreement (“CBA”). Our CBAs are theproduct of good faith negotiations with the respective unions that represent employees in many of our facilities.We currently have 32 CBAs covering various employees in Las Vegas expiring in 2019. Four unions represent the employees covered by 31 of thoseexpiring agreements. Five agreements covering employees outside of Las Vegas were set to expire in 2018. We successfully negotiated renewal agreementsfor four of the five agreements, and the renewal terms expire in 2021 or later. With respect to the fifth agreement, we concluded negotiations, but the unionwas eventually decertified and replaced by another union. We anticipate that the new union will soon request to negotiate an agreement. All agreements aresubject to automatic extension unless one party gives 60 days’ prior notice of intent to terminate. No such notice has been given. We intend to negotiaterenewal agreements or agree to extensions for all CBAs expiring and are hopeful that we will be able to reach agreements with the respective unions withoutany work stoppage. Work stoppages and other labor disruptions could have a material adverse impact on our operations.From time to time, we have also experienced attempts by labor organizations to organize certain of our non-union employees. These efforts have achievedsome success to date. We cannot provide any assurance that we will not experience additional and successful union activity in the future. The impact of thisunion activity is undetermined and could negatively impact our profits.Any deterioration in our reputation or the reputation of our brands could adversely impact our business, financial condition, or results of operations.Our business is dependent on the quality and reputation of our Company and brands. Events beyond our control could affect the reputation of one or more ofour properties or more generally impact our corporate or brand image. Other factors that could influence our reputation include the quality of the services weoffer and our actions with regard to social issues such as diversity, human rights and support for local communities. Broad access to social media makes iteasy for anyone to provide public feedback that can influence perceptions of us, our brands or our properties. It may be difficult to control or effectivelymanage negative publicity, regardless of whether it is accurate. Negative events and publicity could quickly and materially damage perceptions of us, ourbrands or our properties, which, in turn, could adversely impact our business, financial condition or results of operations through loss of customers, loss ofbusiness opportunities, lack of acceptance of our company to operate in host communities, employee retention or recruiting difficulties or other difficulties.We may be subject to material environmental liability, including as a result of unknown environmental contamination.Our business is subject to certain federal, state, and local environmental, health, and safety laws, regulations, and ordinances that govern activities oroperations that may have adverse environmental effects, such as emissions to air, discharges to streams and rivers, and releases of hazardous substances andpollutants into the environment, as well as handling and disposal from municipal/non-hazardous waste, and that also apply to current and previous owners oroperators of real estate generally. Federal examples of these laws include the Clean Air Act, the Clean Water Act, the Resource Conservation Recovery Act,the Comprehensive Environmental Response, Compensation and Liability Act, and the Oil Pollution Act of 1990. Our failure to comply with these laws,including any required permits or licenses, could result in substantial fines or possible revocation of our authority to conduct some of our operations. Certainof these laws may impose cleanup responsibility and liability without regard to whether the owner or operator knew of or caused particular contamination orrelease of hazardous substances and regardless of whether the practices that resulted in the contamination were legal at the time that they occurred. Shouldunknown contamination be discovered on any of our properties, or should a release of hazardous substances occur on any of our properties, we could berequired to investigate and clean up the contamination and could also be held responsible to a governmental entity or third parties for property damage,personal injury, or investigation and cleanup costs incurred in connection with the contamination or release, which may be substantial. Moreover, suchcontamination may also impair our ability to use or develop the affected property. Such liability could be joint and several in nature, regardless of fault, andcould 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.New and more stringent environmental, health, and26safety regulations and permit requirements or stricter interpretations of current laws or regulations, such as those related to climate change, could also imposesubstantial additional costs on 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,or we 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, andbusiness interruption), it may be inadequate or unavailable to cover all of the risks to which our business and assets may be exposed. In several cases, wemaintain extremely high deductibles or self-insure against specific losses. Should an uninsured loss (including a loss that is less than our deductible) or lossin excess of insured limits 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 tocertain exclusions from our coverage in order to reduce the premiums to an acceptable amount. Among other factors, homeland security concerns, othercatastrophic events, or any change in the current U.S. statutory requirement that insurance carriers offer coverage for certain acts of terrorism could adverselyaffect available insurance coverage and result in increased premiums on available coverage (which may cause us to elect to reduce our policy limits) andadditional exclusions from coverage. Among other potential future adverse changes, in the future we may elect to not, or may be unable to, obtain anycoverage for losses due to acts of terrorism.The success of third parties adjacent to our properties is important to our ability to generate revenue and operate our business and any deterioration totheir success 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 numberof customers visiting, these adjacent businesses and amenities may lead to a corresponding decrease in the traffic through our complexes, which wouldnegatively affect our business and operating results. Further, if newly opened properties are not as popular as expected, we will not realize the increase intraffic through our properties that we expect as a result of their opening, which would negatively affect our business projections.We may require additional capital to support business growth, and this capital might not be available on acceptable terms or at all.We intend to continue to make significant investments to support our business growth and may require additional funds to respond to business challenges,expand into new markets, improve our operating infrastructure, or acquire complementary businesses, personnel, and technologies. Accordingly, we mayneed to engage in equity or debt financings to secure additional funds. Any debt financing we secure in the future could involve restrictive covenantsrelating to capital raising activities and other financial and operational matters, which may make it more difficult to obtain additional capital and to pursuebusiness opportunities, including potential acquisitions. We may not be able to obtain additional financing on favorable terms, if at all. There can be noassurances that we could pursue a future offering of securities or enter into a new credit facility at an appropriate price and/or terms to raise the necessaryfinancing. If we are unable to obtain adequate financing or financing on terms satisfactory to us when required, our ability to continue to support our businessgrowth and to respond to business challenges could be significantly impaired, which could have a material adverse effect on our business, financialcondition, and operating results.Our obligation to contribute to multi-employer pension plans, or discontinuance of such obligations, 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 makecontributions to these plans in amounts established under CBAs. 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 (the “PPA”) requires under-funded pension plans to improve their funding ratios. Basedon the information available to us, some of the multi-employer plans to which we contribute are either “critical” or “endangered” as those terms are defined inthe PPA. Specifically, the HEREIU Intermediary Plan (a spin-off of the Pension Plan of the UNITE HERE National Retirement Fund, effective January 1,2018) is less than 65% funded. We cannot determine at this time the amount of additional funding, if any, we may be required to make to these plans.However, plan assessments could have an adverse impact on our results of operations or cash flows for a given period. Furthermore, under current law, uponthe termination of a multi-employer pension plan, due to the withdrawal of all its contributing employers (a mass withdrawal), or in the event of a withdrawalby us, which we consider from time to time, we would be required to make payments to the plan for our proportionate share of the plan’s unfunded vestedliabilities, and that would have a material adverse impact on our consolidated financial condition, results of operations, and cash flows.27Future sales or the possibility of future sales of a substantial amount of our common stock 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 ofour common stock and could impair our ability to raise capital through future sales of equity securities.As of February 19, 2019, there were 670 million shares of our common stock outstanding, all of which are the same class of voting common stock. All of theoutstanding shares of our common 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.In connection with the CAC Merger, the Plan, and CEOC’s emergence from bankruptcy, we issued a significant number of shares of our common stock and asignificant amount of notes that are convertible into shares of our common stock. We may issue shares of common stock or other securities from time to timeas consideration for future acquisitions and investments or for any other reason that our Board of Directors deems advisable. If any such acquisition orinvestment is significant, the number of shares of our common stock, or the number or aggregate principal amount, as the case may be, of other securities thatwe may issue may in turn be substantial. We may also grant registration rights covering those shares of common stock or other securities in connection withany 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 commonstock or other securities will have on the market price of our common stock. Sales of substantial amounts of common stock (including shares of commonstock issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices for our commonstock.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 commonstock may fluctuate and cause significant price variations to occur. Volatility in the market price of our common stock may prevent a holder of our commonstock from being able 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;•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;•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 thoseresulting from 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 ofsecurities issued by many companies, including companies in the gaming, lodging, hospitality, and entertainment industries. The changes frequently appearto occur without regard to the operating performance of the affected companies. Hence,28the price of our common stock could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce ourshare price.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.The declaration of any future dividends by us is within the discretion of our Board of Directors and will be dependent on our earnings, financial conditionand capital requirements, as well as any other factors deemed relevant by our Board of Directors.Our actual financial results after CEOC’s emergence from bankruptcy may not be comparable to our historical financial information as a result of theimplementation of the Plan and the transactions contemplated thereby.In connection with the disclosure statement CEOC filed with the Bankruptcy Court, and the hearing to consider confirmation of the Plan, CEOC preparedprojected financial information to demonstrate to the Bankruptcy Court the feasibility of the Plan and CEOC’s ability to continue operations upon itsemergence from bankruptcy. In connection with the proxy statement/prospectus relating to the merger of CAC and CEC filed with the SEC, we also disclosedcertain projections. These projections were prepared solely for the purpose for which they were filed and have not been, and will not be, updated on anongoing basis and should not be relied upon by investors. Although the financial projections disclosed in the disclosure statement filed with the BankruptcyCourt and the proxy statement/prospectus relating to the merger of CAC and CEC represented certain views based on then current known facts andassumptions about the future operations of CEOC and the Company, there is no guarantee that the financial projections will be realized. We may not be ableto meet the projected financial results or achieve projected revenues and cash flows assumed in projecting future business prospects. To the extent we do notmeet the projected financial results or achieve projected revenues and cash flows, we may lack sufficient liquidity to continue operating as planned and maybe unable to service our debt obligations as they come due or may not be able to meet our operational needs. Any one of these failures may preclude us from,among other things: (a) taking advantage of future opportunities; (b) growing our businesses; or (c) responding to future changes in the gaming industry.Further, our failure to meet the projected financial results or achieve projected revenues and cash flows could lead to cash flow and working capitalconstraints, which constraints may require us to seek additional working capital. We may not be able to obtain such working capital, when it is required.29PRIVATE 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 PrivateSecurities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. We havebased these forward-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,” or “pursue,” or the negative of thesewords or other words or expressions of similar meaning may identify forward-looking statements. These forward-looking statements are found at variousplaces throughout this report. These forward-looking statements, including, without limitation, those relating to future actions, new projects, strategies, futureperformance, the outcome of contingencies such as legal proceedings, 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 inthe forward-looking statements include without limitation:•our ability to respond to changes in the industry, particularly digital transformation, and to take advantage of the opportunity for legalized sportsbetting in multiple jurisdictions in the United States (which may require third-party arrangements and/or regulatory approval);•development of our announced convention center in Las Vegas, CAESARS FORUM, and certain of our other announced projects are subject to risksassociated with new construction projects, including those described below;•we may not be able to realize the anticipated benefits of our acquisition of Centaur, including anticipated benefits from introducing table games tothe acquired properties which is subject to approvals and may not occur;•the impact of our operating structure following CEOC’s emergence from bankruptcy;•the effects of local and national economic, credit, and capital market conditions on the economy, in general, and on the gaming industry, inparticular;•the effect of reductions in consumer discretionary spending due to economic downturns or other factors and changes in consumer demands;•the ability to realize improvements in our business and results of operations through our property renovation investments, technology deployments,business process improvement initiatives, and other continuous improvement initiatives;•the ability to take advantage of opportunities to grow our revenue;•the ability to use NOLs to offset future taxable income as anticipated;•the ability to realize all of the anticipated benefits of current or potential future acquisitions;•the ability to effectively compete against our competitors;•the financial results of our consolidated businesses;•the impact of our substantial indebtedness, including its impact on our ability to raise additional capital in the future and react to changes in theeconomy, and lease obligations and the restrictions in our debt and lease agreements;•the ability to access available and reasonable financing or additional capital on a timely basis and on acceptable terms or at all, including our abilityto refinance our indebtedness on acceptable terms;•the ability of our customer tracking, customer loyalty, and yield management programs to continue to increase customer loyalty and hotel sales;•changes in the extensive governmental regulations to which we are subject and (i) changes in laws, including increased tax rates, smoking bans,regulations, or accounting standards; (ii) third-party relations; and (iii) approvals, decisions, disciplines and fines of courts, regulators, andgovernmental bodies;30•compliance with the extensive laws and regulations to which we are subject, including applicable gaming laws, the Foreign Corrupt Practices Actand other anti-corruption laws, and the Bank Secrecy Act and other anti-money laundering laws;•our ability to recoup costs of capital investments through higher revenues;•growth in consumer demand for non-gaming offerings;•abnormal gaming holds (“gaming hold” is the amount of money that is retained by the casino from wagers by customers);•the effects of competition, including locations of competitors, growth of online gaming, competition for new licenses, and operating and marketcompetition;•our ability to protect our intellectual property rights and damages caused to our brands due to the unauthorized use of our brand names by thirdparties in ways outside of our control;•the ability to timely and cost-effectively integrate companies that we acquire into our operations;•the ability to execute on our brand licensing and management strategy is subject to third-party agreements and other risks associated with newprojects;•not being able to realize all of our anticipated cost savings;•the potential difficulties in employee retention, recruitment, and motivation, including in connection with our Chief Executive Officer transition;•our ability to retain our performers or other entertainment offerings on acceptable terms or at all;•the risk of fraud, theft, and cheating;•seasonal fluctuations resulting in volatility and an adverse effect on our operating results;•any impairments to goodwill, indefinite-lived intangible assets, or long-lived assets that we may incur;•construction factors, including delays, increased costs of labor and materials, availability of labor and materials, zoning issues, environmentalrestrictions, soil and water conditions, weather and other hazards, site access matters, and building permit issues;•the impact of adverse legal proceedings and judicial and governmental body actions, including gaming legislative action, referenda, regulatorydisciplinary actions, and fines and taxation;•acts of war or terrorist incidents, severe weather conditions, uprisings, or natural disasters, including losses therefrom, losses in revenues and damageto property, and the impact of severe weather conditions on our ability to attract customers to certain facilities of ours;•fluctuations in energy prices;•work stoppages and other labor problems;•our ability to collect on credit extended to our customers;•the effects of environmental and structural building conditions relating to our properties and our exposure to environmental liability, including as aresult of unknown environmental contamination;•a disruption, failure, or breach of our network, information systems, or other technology, or those of our vendors, on which we are dependent;•risks and costs associated with protecting the integrity and security of internal, employee, and customer data;•access to insurance for our assets on reasonable terms;•the impact, if any, of unfunded pension benefits under multi-employer pension plans; and•the other factors set forth under Item 1A, “Risk Factors.”31You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 10-K. We undertake noobligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 10-Kor to reflect the occurrence of unanticipated events, except as required by law.ITEM 1B.Unresolved Staff CommentsNone.32ITEM 2.As of December 31, 2018, the following are our properties. All amounts are approximations.Property Location CasinoSpace–Sq. Ft. SlotMachines TableGames HotelRooms andSuitesLas Vegas Segment Owned-Domestic Bally’s Las Vegas Las Vegas, NV 68,400 920 70 2,810The Cromwell Las Vegas, NV 41,600 340 50 190Flamingo Las Vegas Las Vegas, NV 73,000 1,140 110 3,460The LINQ Hotel & Casino Las Vegas, NV 32,900 800 50 2,250The LINQ Promenade (1) Las Vegas, NV — — — —Paris Las Vegas Las Vegas, NV 95,300 950 100 2,920Planet Hollywood Resort & Casino Las Vegas, NV 64,500 1,010 100 2,500Rio All-Suites Hotel & Casino Las Vegas, NV 117,300 1,060 70 2,520Leased from VICI Properties Inc. Caesars Palace Las Vegas Las Vegas, NV 124,200 1,440 160 3,970Harrah’s Las Vegas Las Vegas, NV 88,800 1,220 90 2,540 Other U.S. Segment Owned-Domestic Harrah’s Atlantic City Atlantic City, NJ 156,300 2,100 170 2,590Harrah’s Laughlin Laughlin, NV 56,000 880 30 1,510Harrah’s New Orleans New Orleans, LA 125,100 1,460 170 450Hoosier Park (2) Anderson, IN 54,000 1,710 — —Indiana Grand (3) Shelbyville, IN 83,800 2,070 — —Leased from VICI Properties Inc. Bally’s Atlantic City Atlantic City, NJ 127,200 1,800 160 1,210Bluegrass Downs (4) Paducah, KY — — — —Caesars Atlantic City Atlantic City, NJ 115,900 1,890 130 1,140Harrah’s Council Bluffs Council Bluffs, IA 21,400 550 20 250Harrah’s Gulf Coast Biloxi, MS 31,400 770 30 500Harrah’s Joliet Joliet, IL 39,000 1,090 40 200Harrah’s Lake Tahoe Lake Tahoe, NV 45,100 760 70 510Harrah’s Louisiana Downs Bossier City, LA 12,000 830 — —Harrah’s Metropolis Metropolis, IL 24,300 840 30 260Harrah’s North Kansas City N. Kansas City, MO 60,100 1,300 60 390Harrah’s Philadelphia Chester, PA 112,600 2,450 110 —Harrah’s Reno Reno, NV 40,200 610 30 930Harveys Lake Tahoe Lake Tahoe, NV 44,200 670 50 740Horseshoe Bossier City Bossier City, LA 28,100 1,170 70 610Horseshoe Council Bluffs Council Bluffs, IA 60,000 1,380 70 —Horseshoe Hammond Hammond, IN 108,200 2,220 150 —Horseshoe Southern Indiana Elizabeth, IN 86,600 1,580 100 500Horseshoe Tunica Tunica, MS 63,000 1,010 100 510Tunica Roadhouse (5) Tunica, MS 33,000 360 20 14033Property Location CasinoSpace–Sq. Ft. SlotMachines TableGames HotelRooms andSuitesAll Other Segment Owned-International Caesars Cairo Egypt 6,500 20 20 —Ramses Casino Egypt 2,700 40 20 —Emerald Casino Resort South Africa 37,400 440 20 190Alea Glasgow United Kingdom 22,000 50 30 —Alea Nottingham United Kingdom 15,200 50 30 —The Empire Casino United Kingdom 20,400 130 50 —Manchester235 United Kingdom 17,600 50 40 —Playboy Club London United Kingdom 10,000 20 30 —Rendezvous Brighton United Kingdom 15,000 50 30 —Rendezvous Southend-on-Sea United Kingdom 10,300 40 20 —The Sportsman United Kingdom 5,800 40 20 —Managed Harrah’s Ak-Chin Phoenix, AZ 65,200 1,150 30 530Harrah’s Cherokee Cherokee, NC 176,800 3,300 160 1,110Harrah’s Cherokee Valley River Murphy, NC 65,000 1,070 60 300Harrah’s Resort Southern California Funner, CA 72,900 1,640 70 1,090Horseshoe Baltimore (6) Baltimore, MD 122,000 2,200 210 —Caesars Windsor Canada 100,000 2,280 90 760Kings & Queens Casino Egypt 2,100 30 10 —Caesars Dubai United Arab Emirates — — — 570___________________(1) The LINQ Promenade is an open-air dining, entertainment, and retail promenade located on the east side of the Las Vegas Strip. It also features the High Roller, a 550-footobservation wheel, and the Fly LINQ Zipline attraction.(2) Hoosier Park includes operations of our off-track betting locations, Winner’s Circle Indianapolis and Winner’s Circle New Haven.(3) Indiana Grand includes operations of our off-track betting location, Winner’s Circle Clarksville.(4) Bluegrass Downs features simulcast harness and quarter horse racing.(5) Tunica Roadhouse ceased gaming operations in January 2019.(6) As of December 31, 2018, Horseshoe Baltimore was 41% owned and held as an equity-method investment.34ITEM 3.Legal ProceedingsFrom time to time, we are a defendant in various lawsuits or other legal proceedings relating to matters incidental to our business. Some of these mattersinvolve commercial or contractual disputes, intellectual property claims, legal compliance, personal injury claims, and employment claims. As with all legalproceedings, no assurance can be provided as to the outcome of these matters and in general, legal proceedings can be expensive and time consuming. Wemay not be successful in the defense or prosecution of these lawsuits, which could result in settlements or damages that could significantly impact ourbusiness, financial condition, and results of operations. See Note 11 for full details of the litigation matters.ITEM 4.Mine Safety DisclosuresNot applicable.35PART IIITEM 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecuritiesOur common stock trades on The NASDAQ Stock Market under the ticker symbol “CZR.”As of February 19, 2019, there were 670,136,264 shares of common stock issued and outstanding that were held by approximately 1,450 stockholders ofrecord.Except as described below, there have not been any sales by CEC of equity securities during the years ended December 31, 2018, 2017, or 2016 that have notbeen registered under the Securities Act.Purchases of Equity Securities by the Issuer and Affiliated PurchasersOn May 2, 2018, the Company announced that our Board of Directors authorized a Share Repurchase Program (the “Repurchase Program”) to repurchase upto $500 million of the Company’s common stock. On August 10, 2018, the Company announced that our Board of Directors increased its share repurchaseauthorization to $750 million of our common stock. Repurchases may be made at the Company’s discretion from time to time on the open market or inprivately negotiated transactions. The Repurchase Program has no time limit, does not obligate the Company to make any repurchases, and may besuspended for periods or discontinued at any time. Any shares acquired are available for general corporate purposes. During the year endedDecember 31, 2018, we repurchased approximately 31 million shares for approximately $311 million under the program recorded in Treasury stock. Duringthe three months ended December 31, 2018, there were no shares repurchased under the program. As of December 31, 2018, the maximum dollar value thatmay still be purchased under the program was $439 million.Performance GraphThe graph depicted below compares the cumulative total stockholder return on our common stock with the cumulative total return on the Standard & Poor’s500 Stock Index (“S&P 500”) and the Dow Jones U.S. Gambling Total Stock Market Index (“Dow Jones U.S. Gambling”) for the period beginning onDecember 31, 2013 and ending on December 31, 2018. NASDAQ OMX furnished the data. The performance graph assumes a $100 investment in our stockand each of the two indices, respectively, on December 31, 2013, and that all dividends were reinvested. Stock price performance, presented for the periodfrom December 31, 2013 to December 31, 2018, is not necessarily indicative of future results. As of December 31, 2013 2014 2015 2016 2017 2018CZR$100.00 $72.84 $36.63 $39.46 $58.73 $31.52S&P 500 Index100.00 113.69 115.26 129.05 157.22 150.33Dow Jones U.S. Gambling100.00 82.95 69.11 87.66 131.48 92.6836The performance graph should not be deemed filed or incorporated by reference into any other of our filings under the Securities Act or the Exchange Act,unless we specifically incorporate the performance graph by reference therein.Equity Compensation Plan InformationWe maintain a long-term incentive plan for management, other personnel, and key service providers. The plan allows for granting stock-based compensationawards, including time-based and performance-based stock options, restricted stock units (“RSU”), restricted stock awards, performance stock units (“PSU”),stock grants, or a combination of awards. See Note 16 for a description of our stock-based compensation plan. The following table provides informationrelating to shares of our common stock that are authorized for issuance under the Company’s equity compensation plan as of December 31, 2018.Plan Category Number of securities to beissued upon exercise ofoutstanding options, warrants andrights(1)(a) Weighted-average exerciseprice of outstanding options, warrants andrights (2)(b) Number of securitiesremaining available forfuture issuance under equitycompensation plans(excluding securities reflected incolumn (a))(c)Equity compensation plans approved bysecurity holders 23,281,640 $10.63 8,982,929____________________(1) Includes (a) 8,360,365 shares of common stock issuable upon exercise of outstanding options with a weighted-average exercise price of $10.63, and (b) 14,921,275 unvestedRSUs and PSUs.(2) RSUs and PSUs do not have an exercise price and therefore are not included in the calculation of the weighted-average exercise price.Issuance of CEC Common Stock to Certain Creditors of the DebtorsConsideration to support the reorganization of CEOC that was provided by CEC as of the Effective Date included 268 million shares of CEC common stock(valued at $12.80 per share), consideration provided by CEC to acquire OpCo on the Effective Date included 139 million shares of CEC common stock(valued at $12.80 per share), and CEC deposited approximately 8 million shares of CEC common stock (valued at $12.80 per share) into an escrow accountin order to satisfy obligations related to unresolved claims that are subject to the bankruptcy claims reconciliation process to be distributed to unsecuredclaims (excluding debt claims) as they become allowed. These transactions were not registered under the Securities Act and are exempt from the registrationrequirements of the Securities Act pursuant to Section 1145 of the Bankruptcy Reform Act of 1978 (the “Bankruptcy Code”). See Note 1 for additionalinformation.Transactions Related to our CEC Convertible NotesOn the Effective Date, CEC issued $1.1 billion aggregate principal amount of 5.00% convertible senior notes maturing in 2024 to the creditors of CEOCpursuant to the terms of the Plan. The CEC Convertible Notes were issued pursuant to the Indenture, dated as of October 6, 2017, between CEC and DelawareTrust Company, as trustee. As of December 31, 2018, an immaterial amount of the CEC Convertible Notes were converted into shares of CEC common stock.The issuance of the CEC Convertible Notes and the CEC common stock issued upon conversion thereof were not registered under the Securities Act and areexempt from the registration requirements of the Securities Act pursuant to Section 1145 of the Bankruptcy Code. See Note 12 for additional information.37ITEM 6.Selected Financial DataThe following selected financial data should be read in conjunction with the consolidated financial statements and Item 7, “Management’s Discussion andAnalysis of Financial Condition and Results of Operations,” of this Form 10-K.(In millions, except per share data)2018 2017 (1) 2016 2015 (2) 2014 (3)OPERATING DATA Net revenues$8,391 $4,868 $3,877 $3,957 $7,967Impairment of goodwill43 — — — 695Impairment of tangible and other intangible assets35 — — — 299Income/(loss) from operations739 537 226 318 (580)Interest expense(1,346) (773) (599) (683) (2,669)Gain on deconsolidation of subsidiaries— 31 — 7,125 —Restructuring and support expenses— (2,028) (5,729) (1,017) —Loss on extinguishment of debt(1) (232) — — (96)Other income/(loss)791 95 (29) 7 1Income/(loss) from continuing operations, net of income taxes304 (375) (6,458) 5,856 (2,995)Discontinued operations, net of income taxes (4)— — 3,380 155 (143)Net income/(loss)304 (375) (3,078) 6,011 (3,138)Net income/(loss) attributable to Caesars303 (368) (3,049) 6,012 (2,941)COMMON STOCK DATA Basic earnings/(loss) per share from: Continuing operations$0.44 $(1.32) $(43.96) $40.44 $(19.64)Discontinued operations (4)— — 23.11 1.07 (1.00)Net income/(loss)$0.44 $(1.32) $(20.85) $41.51 $(20.64)Diluted earnings/(loss) per share from: Continuing operations$0.41 $(1.32) $(43.96) $39.83 $(19.64)Discontinued operations (4)— — 23.11 1.06 (1.00)Net income/(loss)$0.41 $(1.32) $(20.85) $40.89 $(20.64) FINANCIAL POSITION DATA Total assets$25,775 $25,436 $14,936 $12,251 $23,368Current portion of long-term debt (5)164 64 89 187 15,779Long-term debt (5)8,801 8,849 6,749 6,777 7,230Current portion of financing obligations (6)20 9 — — —Financing obligations (6)10,057 9,355 — — —Noncontrolling interests (7)88 71 53 80 (809)Stockholders’ equity/(deficit)3,250 3,226 (1,660) 1,962 (4,140)____________________(1) 2017 reflects the consolidation of CEOC’s successor operating company subsequent to the Effective Date (see Note 1).(2) 2015 reflects the deconsolidation of CEOC (see Note 1).(3) 2014 financial information has not been recast for our adoption of Accounting Standards Update 2014-09 and therefore, is not comparable to the 2015 through 2018 financialinformation.(4) See Note 19.(5) See Note 12.(6) See Note 10.(7) 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%.38ITEM 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 andvariable interest 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 otherwisestated or the context otherwise requires.We also refer to (i) our Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Statements of Operations andConsolidated Statements of Comprehensive Income/(Loss) as our “Statements of Operations,” (iii) our Consolidated Balance Sheets as our “BalanceSheets,” and (iv) our Consolidated Statements of Cash Flows as our “Statements of Cash Flows.” References to numbered “Notes” refer to Notes to ourConsolidated Financial 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 notesthereto and other financial information included elsewhere in this Form 10-K.The statements in this discussion regarding our expectations of 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 materiallyfrom those contained in or implied by any forward-looking statements. See Item 1A, “Risk Factors—PRIVATE SECURITIES LITIGATION REFORM ACT,”of this report.OverviewCEC is primarily a holding company with no independent operations of its own. CEC operates its business primarily through its wholly owned subsidiariesCEOC, LLC (“CEOC LLC”) and Caesars Resort Collection, LLC (“CRC”).We lease certain real property assets from VICI Properties Inc. and/or its subsidiaries (collectively, “VICI”).We view each property as an operating segment and aggregate such properties into three regionally-focused reportable segments: (i) Las Vegas, (ii) OtherU.S., and (iii) All Other, which is consistent with how we manage the business. The way in which Caesars management assesses results and allocates resourcesis aligned with these segments. See Part I, Item 2, “Properties” and Note 21.Summary of Significant EventsThe following are the significant events and drivers of performance. Accordingly, the remainder of the discussion and analysis of results in this Item 7 shouldbe read in conjunction with this summary.Year Ended December 31, 2018Failed Sale-Leaseback Financing ObligationsOur leases with VICI were evaluated as a sale-leaseback of real estate, and we determined that these transactions did not qualify for sale-leasebackaccounting. The amount recognized for depreciation expense and interest expense substantially exceeds our periodic rental payments for most of CEOCLLC’s leases with VICI as a result of the majority of the failed sale-leaseback obligations being initially recognized at an amount equal to the fair value of theleased properties when Caesars Entertainment Operating Company, Inc. (“CEOC”) emerged from bankruptcy. The table below presents the activity for theperiod. Year Ended December 31, 2018 Year Ended December 31, 2017(In millions)DepreciationExpense Interest Expense Rental Payments(1) DepreciationExpense Interest Expense Rental PaymentsHarrah’s Las Vegas lease$15 $77 $80 $— $2 $10CEOC LLC leases475 801 645 118 185 204Total$490 $878 $725 $118 $187 $214____________________(1) Rental payments for CEOC LLC leases exclude a nonrecurring $159 million payment relating to the modifications to certain of our existing lease agreements with VICI. See Note 1.39Caesars Bluewaters DubaiIn 2018, we opened our first non-gaming properties, including two beachfront luxury resorts, a beach club, and a residential tower on Meraas’ BluewatersIsland in Dubai. These properties are managed by us. We made a $20 million initial key money investment to the development which we will amortize overthe 20 year term of the management agreement.New Transactions with VICIHarrah’s Philadelphia Real Estate Sale and LeasebackOn December 26, 2018, we sold all land and real property improvements used in the operation of Harrah’s Philadelphia Casino and Racetrack (“Harrah’sPhiladelphia”) as part of a sale and leaseback transaction with VICI for $242 million. We continue to operate Harrah’s Philadelphia under the terms of a long-term lease agreement relating to certain of our other domestic properties included in CEOC LLC leases in the table above. We determined that thistransaction did not qualify for sale-leaseback accounting. The Harrah’s Philadelphia real estate assets remain on our Balance Sheet at their historical net bookvalue and are depreciated over their remaining useful lives, while a financing obligation was recognized for the proceeds received. See Note 10 for additionalinformation.Modifications to Lease Agreements with VICIIn connection with the Octavius Tower sale discussed below and the Harrah’s Philadelphia transaction discussed above, on December 26, 2018, the Companyand VICI consummated modifications to certain of our existing lease agreements for consideration of $159 million to VICI, which reduced our financingobligation. The modifications, among other things, bring certain of the lease terms into alignment with other master leases in the sector and the long-termperformance of the properties and create additional flexibility to facilitate our future development strategies. See Note 10 for additional information.Sale of Octavius Tower at Caesars PalaceOn July 11, 2018, we sold Octavius Tower at Caesars Palace (“Octavius Tower”) to VICI for $508 million in cash. Proceeds from the transaction were used topartially fund the closing of CEC’s acquisition of Centaur Holdings, LLC (“Centaur”). We continue to operate the Octavius Tower under the current terms ofthe long-term lease agreement with VICI relating to Caesars Palace included in CEOC LLC leases in the table above. We determined that this transaction didnot qualify for sale-leaseback accounting. The Octavius Tower real estate assets remain on our Balance Sheet at their historical net book value and aredepreciated over their remaining useful lives, while a financing obligation was recognized for the proceeds received. See Note 10 for additional information.Acquisition of Centaur Holdings, LLCOn July 16, 2018, we completed the acquisition of Centaur. Centaur operated Hoosier Park Racing & Casino in Anderson, Indiana, and Indiana Grand Racing& Casino in Shelbyville, Indiana. See Note 4 for additional information.Share Repurchase ProgramOn May 2, 2018, the Company announced that our Board of Directors authorized a Share Repurchase Program (the “Repurchase Program”) to repurchase upto $500 million of our common stock. On August 10, 2018, the Company announced that our Board of Directors increased its share repurchase authorizationto $750 million of our common stock. Repurchases may be made at the Company’s discretion from time to time on the open market or in privately negotiatedtransactions. The Repurchase Program has no time limit, does not obligate the Company to make any repurchases, and may be suspended for periods ordiscontinued at any time. Any shares acquired are available for general corporate purposes. During the year ended December 31, 2018, we repurchasedapproximately 31 million shares for approximately $311 million under the program recorded in Treasury stock.Adoption of New Revenue Recognition StandardOn January 1, 2018, we adopted the new accounting standard Accounting Standards Update 2014-09, Revenue from Contracts with Customers, and allrelated amendments using the full retrospective method and have recast revenue and expenses for all prior periods presented. See Note 15 for additionalinformation.40Year Ended December 31, 2017CEOC’s Emergence from Bankruptcy and CEC’s Merger with Caesars Acquisition CompanyCEOC and certain of its U.S. subsidiaries emerged from bankruptcy and consummated their reorganization pursuant to their third amended joint plan ofreorganization (the “Plan”) on October 6, 2017 (the “Effective Date”). As part of its emergence from bankruptcy, CEOC reorganized into an operatingcompany (“OpCo”) separate from its real property assets. OpCo was acquired by CEC on the Effective Date and immediately merged with and into CEOCLLC. CEOC LLC operates the properties and facilities formerly held by CEOC and leases the properties and facilities from VICI, which are accounted for asfailed sale-leaseback transactions (see Failed Sale-Leaseback Financing Obligations above). As a result of CEC’s acquisition of the operating company andthe subsequent merger of the operating company with and into CEOC LLC, CEC’s consolidated financial results include the results of the operatingcompany subsequent to the Effective Date. See Note 1 and Note 2.CEOC LLC Operating Results(Dollars in millions)Year EndedDecember 31, 2018 October 6, 2017 -December 31, 2017Casino$2,697 $628Food and beverage777 173Rooms559 118Other revenue222 47Management fees57 15Reimbursed management costs202 48Net revenues$4,514 $1,029 Income from operations$271 $52Interest expense(866) (208)Restructuring and support expenses— (9)Other income78 2Net loss, net of income taxes(400) (164)Net loss attributable to Caesars(403) (164)On the Effective Date, Caesars Acquisition Company (“CAC”) merged with and into CEC, with CEC as the surviving company (the “CAC Merger”). TheCAC Merger was accounted for as a reorganization of entities under common control, which resulted in CAC being consolidated into Caesars at book valueas an equity transaction for all periods presented (see Note 2).Other Events and TransactionsOn December 22, 2017, we sold the real estate assets of Harrah’s Las Vegas for approximately $1.1 billion as part of a sale and leaseback transaction withVICI. See Note 10 for additional information.Debt ActivityDuring the year ended December 31, 2017, proceeds received from the issuance of new debt was $7.6 billion and cash paid to extinguish debt was $7.8billion. In addition, as part of the acquisition of OpCo, we assumed $1.2 billion in debt that was issued in connection with CEOC’s emergence frombankruptcy. See Note 12 for additional information on our debt transactions.Horseshoe Baltimore DeconsolidationAs of August 31, 2017, Horseshoe Baltimore was deconsolidated and is accounted for as an equity method investment subsequent to the deconsolidation.Upon deconsolidation, we derecognized total assets and liabilities of $350 million and $356 million, respectively, including long-term debt totaling $294million. The equity method investment was recorded at its estimated fair value of $28 million, and we recognized a gain on deconsolidation of $31 million.See Note 2 for further details.41Horseshoe Baltimore Operating Results through August 31, 2017(In millions)2017 2016Casino$168 $296Food and beverage13 21Other revenue9 16Net revenues$190 $333 Income from operations$16 $37Interest expense(18) (30)Loss on extinguishment of debt(12) —Net income/(loss)(14) 7Net income/(loss) attributable to Caesars(7) 3Year Ended December 31, 2016Sale of the SMG BusinessOn September 23, 2016, Caesars Interactive Entertainment (“CIE”) sold its social and mobile games business (the “SMG Business”) to Alpha Frontier Limited(“Alpha Frontier”) for cash consideration of $4.4 billion, pursuant to the Stock Purchase Agreement dated as of July 30, 2016 (the “Purchase Agreement”),which resulted in a pre-tax gain of approximately $4.2 billion. The SMG Business represented the majority of CIE’s operations and was classified asdiscontinued operations effective beginning in the third quarter of 2016. See “Discontinued Operations, net of Income Taxes” in the Discussion of OperatingResults section below and Note 19 for further details.Upon closing the sale of the SMG Business, all outstanding CIE stock-based compensation awards were deemed fully vested and subsequently canceled inreturn for the right to receive a cash payment. CIE’s stock-based compensation expense directly identifiable with employees of the SMG Business included inDiscontinued operations was $264 million during the year ended December 31, 2016. Stock-based compensation expense not directly identifiable withemployees of the SMG Business was $189 million during the year ended December 31, 2016 and was included in property, general, administrative, and otherin the Statements of Operations. In 2018 and 2017, there were no amounts related to CIE’s stock-based compensation expense.Approximately $259 million was held as of December 31, 2016 in an escrow account to fund potential indemnity claims of Alpha Frontier under the PurchaseAgreement. In the third quarter of 2017, the escrow funds were released to CIE and $63 million was distributed to the minority investors and former holders ofCIE equity awards.Discussion of Operating ResultsSegment results in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are presented consistent with the wayCaesars’ management assesses the Company’s results and allocates resources, which is a consolidated view that adjusts for the effect of certain transactionsrelated to reportable segments within Caesars. We view each property as an operating segment and aggregate such properties into three regionally-focusedreportable segments: (i) Las Vegas, (ii) Other U.S., and (iii) All Other. “All Other” includes managed, international and other properties as well as parent andother adjustments to reconcile to consolidated Caesars results.42Analysis of Key Drivers of Consolidated Operating ResultsThe following represents the discussion and analysis of the results of operations and key metrics focusing on the key drivers of performance.Consolidated Operating Results Years Ended December 31, 2018 vs. 2017 2017 vs. 2016(Dollars in millions)2018 2017 2016 Fav/(Unfav) Fav/(Unfav)Net revenues$8,391 $4,868 $3,877 $3,523 72.4 % $991 25.6 %Income from operations739 537 226 202 37.6 % 311 137.6 %Interest expense(1,346) (773) (599) (573) (74.1)% (174) (29.0)%Gain on deconsolidation of subsidiaries— 31 — (31) (100.0)% 31 *Restructuring and support expenses— (2,028) (5,729) 2,028 100.0 % 3,701 64.6 %Loss on extinguishment of debt(1) (232) — 231 99.6 % (232) *Other income/(loss)791 95 (29) 696 * 124 *Income/(loss) from continuing operations, net ofincome taxes304 (375) (6,458) 679 * 6,083 94.2 %Discontinued operations, net of income taxes— — 3,380 — * (3,380) (100.0)%Net income/(loss) attributable to Caesars303 (368) (3,049) 671 * 2,681 87.9 %Adjusted EBITDA (1)2,308 1,361 1,069 947 69.6 % 292 27.3 %Operating margin (2)8.8% 11.0% 5.8% — (2.2) pts — 5.2 pts___________________*Not meaningful.(1) See the “Reconciliation of Non-GAAP Financial Measures” discussion later in this Management’s Discussion and Analysis of Financial Condition and Results of Operations for areconciliation of Adjusted EBITDA.(2) Operating margin is calculated as income from operations divided by net revenues.Analysis of Key Drivers of Revenue PerformanceOur gaming-related revenues, rooms revenues, and operating performance are dependent upon the volume and spend behavior of customers at our resortproperties, which affects the price we can charge for our hotel rooms and other amenities, and directly affects our gaming volumes. Our food and beveragerevenues are generated primarily from our buffets, restaurants, bars, nightclubs, and lounges located throughout our casinos, as well as banquets and roomservice. Our other revenues are generated primarily from third-party real estate leasing arrangements at our properties, revenue from company-operated retailstores, revenue from parking, revenue from our entertainment venues and The High Roller observation wheel and, subsequent to the Effective Date, revenueearned from CEOC LLC’s casino management service fees and reimbursed management costs charged to third parties.Net Revenues - Consolidated Years Ended December 31, 2018 vs. 2017 2017 vs. 2016(Dollars in millions)2018 2017 2016 Fav/(Unfav) Fav/(Unfav)Casino$4,247 $2,168 $1,608 $2,079 95.9% $560 34.8%Food and beverage1,574 982 822 592 60.3% 160 19.5%Rooms1,519 1,074 950 445 41.4% 124 13.1%Other revenue789 584 497 205 35.1% 87 17.5%Management fees60 12 — 48 * 12 *Reimbursed management costs202 48 — 154 * 48 *Net revenues$8,391 $4,868 $3,877 $3,523 72.4% $991 25.6%___________________*Not meaningful.ComplimentariesAs part of our normal business operations, we often provide lodging, transportation, food and beverage, entertainment and other goods and services to ourcustomers at no additional charge. Alternatively, Reward Credits can be redeemed for these services. Both are considered complimentaries. Suchcomplimentaries are provided in conjunction with other revenue‑earning activities43and are generally provided to encourage additional customer spending on those activities. The table below represents the amounts recorded within netrevenues above relating to these complimentaries.Retail Value of Complimentaries Years Ended December 31,(In millions)2018 2017 2016Food and beverage$589 $364 $276Rooms489 307 234Other revenue106 62 28Total complimentaries1,184 733 538CEOC complimentaries (1)— 427 531Total complimentaries with CEOC$1,184 $1,160 $1,069___________________(1) Complimentaries recognized by CEOC prior to the Effective Date.Net Revenues - Segment Years Ended December 31, 2018 vs. 2017 2017 vs. 2016(Dollars in millions)2018 2017 2016 Fav/(Unfav) Fav/(Unfav)Las Vegas$3,753 $2,902 $2,613 $851 29.3% $289 11.1%Other U.S.4,047 1,758 1,209 2,289 130.2% 549 45.4%All Other591 208 55 383 184.1% 153 *Net revenues$8,391 $4,868 $3,877 $3,523 72.4% $991 25.6%___________________*Not meaningful.Cash ADR (1) Years Ended December 31, 2016, 2017, and 2018____________________(1) Cash average daily rate (“cash ADR”) is a key indicator by which we evaluate the performance of our properties and is determined by rooms revenues and rooms occupied. 2016and 2017 excludes CEOC’s results prior to the Effective Date.Year Ended December 31, 2018 versus 2017Net revenue increased $3.5 billion, or 72.4%, in 2018 compared with 2017 primarily due to the consolidation of CEOC LLC’s results following the EffectiveDate, which contributed an incremental $3.5 billion to net revenues, partially offset by a decrease of $190 million in net revenue due to the deconsolidationof Horseshoe Baltimore’s results subsequent to August 31, 2017. In addition to the effect of CEOC LLC and Horseshoe Baltimore, net revenues increased$228 million primarily due to the following:•Casino revenues increased $178 million in 2018 compared with 2017 primarily due to the acquisition of Centaur, which contributed $209 millionin the Other U.S. region. This was partially offset by a decrease in the Las Vegas region primarily due to higher complimentaries.44•Other revenue increased $39 million in 2018 compared with 2017 primarily due to increases in valet and self-parking revenues as well as increasesin retail and lease revenues in the Las Vegas region.•Rooms revenues increased $4 million in 2018 compared with 2017 and Caesars cash ADR increased from $145 in 2017 to $155 in 2018, primarilydue to an increase in resort fee revenue in the Las Vegas region.Year Ended December 31, 2017 versus 2016Net revenue increased $991 million, or 25.6%, in 2017 compared with 2016 primarily due to the consolidation of CEOC LLC’s results following theEffective Date, which contributed $1.0 billion to net revenues, partially offset by a decrease of $143 million in net revenue due to the deconsolidation ofHorseshoe Baltimore’s results subsequent to August 31, 2017. In addition to the effect of CEOC LLC and Horseshoe Baltimore, net revenues increased by$105 million primarily due to the following:•Casino revenues increased $60 million in 2017 compared with 2016 primarily resulting from increases in gaming volume and gross casino hold.•Rooms revenues increased $6 million in 2017 compared with 2016 resulting from an increase in resort fees and occupancy rates, as well as improvedhotel yield. Rooms revenues also benefitted from completed room renovations at certain properties in the Las Vegas region, which resulted in anincrease in Caesars cash ADR from $136 in 2016 to $145 in 2017.•Other revenue increased $47 million in 2017 compared with 2016 primarily due to revenue from valet and self-parking fees that were fullyimplemented in Las Vegas in April 2017, as well as amounts related to a sub-license agreement extending the right to use various brands of CaesarsEntertainment in connection with social and mobile games to the buyer of the SMG Business.Analysis of Key Drivers of Income from Operations PerformanceIncome from Operations by Category - Consolidated Years Ended December 31, 2018 vs. 2017 2017 vs. 2016(Dollars in millions)2018 2017 2016 Fav/(Unfav) Fav/(Unfav)Net revenues$8,391 $4,868 $3,877 $3,523 72.4 % $991 25.6 %Operating expenses Casino2,393 1,213 890 (1,180) (97.3)% (323) (36.3)%Food and beverage1,106 693 572 (413) (59.6)% (121) (21.2)%Rooms480 360 318 (120) (33.3)% (42) (13.2)%Property, general, administrative, and other1,761 1,124 1,147 (637) (56.7)% 23 2.0 %Reimbursable management costs202 48 — (154) * (48) *Depreciation and amortization1,145 626 439 (519) (82.9)% (187) (42.6)%Impairment of goodwill43 — — (43) * — *Impairment of tangible and other intangible assets35 — — (35) * — *Corporate expense332 202 194 (130) (64.4)% (8) (4.1)%Other operating costs155 65 91 (90) (138.5)% 26 28.6 %Total operating expenses7,652 4,331 3,651 (3,321) (76.7)% (680) (18.6)%Income from operations$739 $537 $226 $202 37.6 % $311 137.6 %Income from Operations - Segment Years Ended December 31, 2018 vs. 2017 2017 vs. 2016(Dollars in millions)2018 2017 2016 Fav/(Unfav) Fav/(Unfav)Las Vegas$716 $549 $526 $167 30.4 % $23 4.4%Other U.S.434 199 163 235 118.1 % 36 22.1%All Other(411) (211) (463) (200) (94.8)% 252 54.4%Income from operations$739 $537 $226 $202 37.6 % $311 137.6%___________________*Not meaningful.45Year Ended December 31, 2018 versus 2017Income from operations increased $202 million, or 37.6%, in 2018 compared with 2017 primarily due to the consolidation of CEOC LLC’s results followingthe Effective Date, which contributed an incremental $219 million to income from operations, partially offset by a decrease of $16 million in income fromoperations due to the deconsolidation of Horseshoe Baltimore’s results subsequent to August 31, 2017. In addition to the effect of CEOC LLC and HorseshoeBaltimore, income from operations decreased $1 million primarily due to the following:•Net revenues increased $228 million in 2018 compared with 2017 as explained above.•This increase was offset by an increase in operating expenses of $229 million in 2018 compared with 2017 primarily due to the acquisition ofCentaur which contributed $177 million to the increase. In addition to the effect of Centaur, operating expenses increased $52 million due to thefollowing:◦Other operating costs increased $54 million primarily due to $20 million related to lease termination costs, a $10 million loss on asset salesin 2018, and $8 million in acquisition costs for Centaur. In addition, during 2017, CEC benefitted from the reimbursement of $19million for amounts related to the Korea joint venture development that were previously written off. These were partially offset by adecrease in legal fees of $10 million in 2018 compared with 2017.◦Depreciation and amortization increased $23 million primarily due to significant additions to property and equipment that begandepreciating upon the completion of major renovation projects at certain Las Vegas properties in 2018.◦These increases were partially offset by a decrease of $36 million in direct expenses primarily due to operating efficiencies driven by lowermarketing and labor costs.Year Ended December 31, 2017 versus 2016Income from operations increased $311 million, or 137.6%, in 2017 compared with 2016 partially due to the consolidation of CEOC LLC’s results followingthe Effective Date, which contributed $52 million to income from operations, partially offset by a $21 million decrease in income from operations due to thedeconsolidation of Horseshoe Baltimore’s results subsequent to August 31, 2017. In addition to the effect of CEOC LLC and Horseshoe Baltimore, incomefrom operations increased $280 million primarily due to the following:•Net revenues increased $105 million in 2017 compared with 2016 as explained above.•Property, general, administrative, and other expenses decreased as a result of CIE’s stock-based compensation expense recorded in the prior year of$189 million compared with no CIE stock-based compensation recognized in 2017.•Other operating costs decreased $23 million primarily due to the following:◦$36 million less in expenses incurred by CEC in 2017 compared with 2016 related to CEOC’s bankruptcy activity and other expensesrelated to ongoing litigation, $18 million of costs related to the sale of the SMG Business that were incurred during 2016, and CEC wasreimbursed $19 million in 2017 for amounts related to a joint venture development in Korea that were previously deemed uncollectible andwritten off in 2015;◦partially offset by accrued exit fees of $26 million for amounts payable to NV Energy (see Note 11) and a $19 million increase indemolition costs for ongoing renovations.•These decreases were partially offset by a $25 million increase in depreciation expense that was accelerated in 2017 compared with 2016 due to theremoval and replacement of certain assets in connection with ongoing property renovation projects primarily at certain properties in our Las Vegasregion.46Other Factors that Affect Net Income/(Loss)Other Factors Affecting Net Income/(Loss) - Consolidated Years Ended December 31, 2018 vs. 2017 2017 vs. 2016(Dollars in millions)2018 2017 2016 Fav/(Unfav) Fav/(Unfav)Interest expense$(1,346) $(773) $(599) $(573) (74.1)% $(174) (29.0)%Gain on deconsolidation of subsidiaries— 31 — (31) (100.0)% 31 *Restructuring and support expenses— (2,028) (5,729) 2,028 100.0 % 3,701 64.6 %Loss on extinguishment of debt(1) (232) — 231 99.6 % (232) *Other income/(loss)791 95 (29) 696 * 124 *Income tax benefit/(provision)121 1,995 (327) (1,874) (93.9)% 2,322 *Discontinued operations, net of income taxes— — 3,380 — * (3,380) (100.0)%____________________* Not meaningful.Interest Expense Years Ended December 31, 2018 vs. 2017 2017 vs. 2016(Dollars in millions)2018 2017 2016 Fav/(Unfav) Fav/(Unfav)CEOC LLC VICI failed-sale leases$801 $185 $— $(616) * $(185) *Harrah’s Las Vegas VICI failed-sale lease77 2 — (75) * (2) *CEOC LLC Term Loan65 12 — (53) * (12) *Golf Course Use Agreement11 2 — (9) * (2) *Chester Downs Senior Secured Notes— 6 — 6 100.0 % (6) *Horseshoe Baltimore— 18 30 18 100.0 % 12 40.0 %CRC Debt324 508 548 184 36.2 % 40 7.3 %CEC Convertible Notes53 13 — (40) * (13) *Other interest expense15 27 21 12 44.4 % (6) (28.6)%Total interest expense$1,346 $773 $599 $(573) (74.1)% $(174) (29.0)%___________________*Not meaningful.Interest expense increased $573 million, or 74.1%, in 2018 compared with 2017 primarily due to the consolidation of CEOC LLC’s results following theEffective Date. CEOC LLC contributed $658 million to the increase in interest expense as a result of (i) a $602 million increase in interest expense related toCEOC LLC’s lease agreements with VICI that are accounted for as failed sale-leaseback financing obligations, (ii) a $53 million increase in interest expenserecognized for the CEOC LLC Term Loan and (iii) a $9 million increase in interest expense related to the Golf Course Use Agreement (as described inNote 11), and (iv) offset by non-recurring interest expense of $6 million in the prior year for the Chester Downs Senior Secured Notes. The increase waspartially offset by an $18 million decrease in interest expense related to the Horseshoe Baltimore debt resulting from the deconsolidation of HorseshoeBaltimore in August 2017. In addition to the effect of CEOC LLC and Horseshoe Baltimore, interest expense decreased by $67 million primarily due to thefollowing:•A $184 million decrease in interest expense resulting from lower interest rates due to the refinancing of debt as well as repayment of loans in 2017and a $12 million decrease in other interest expense.•These decreases was partially offset by an increase of $75 million in interest expense related to the Harrah’s Las Vegas lease agreement with VICIand $14 million of interest expense for Octavius Tower related to CEOC LLC’s lease agreements with VICI, which are accounted for as a failed sale-leaseback financing obligations, and $40 million in interest expense recognized for the $1.1 billion aggregate principal amount of 5.00%convertible senior notes maturing in 2024 (the “CEC Convertible Notes”), which were not outstanding until the fourth quarter of 2017.Interest expense increased $174 million in 2017 compared with 2016 primarily due to $187 million recognized as interest expense related to our leaseagreements with VICI that are accounted for as failed sale-leaseback financing obligations in 2017 (see Note 10) and $2 million recognized as interestexpense related to the Golf Course Use Agreement. In addition to interest expense related to the failed sale-leaseback financing obligation and the GolfCourse Use Agreement, interest expense is primarily attributable to47debt described in Note 12. Excluding the impact of interest expense related to the failed sale-leaseback financing obligation and the Golf Course UseAgreement, interest expense decreased $15 million in 2017 compared with 2016 primarily due to the following:•A $64 million decrease at CRC primarily due to the refinancing of the previously outstanding Caesars Growth Properties Holdings, LLC (“CGPH”)and Caesars Entertainment Resort Properties, LLC (“CERP”) debt which reduced the interest rate margins in the second quarter of 2017 as well asrepayment of the CERP, CGPH and Cromwell loans during the year; and•A $12 million decrease in interest expense related to the Horseshoe Baltimore debt resulting from the deconsolidation of Horseshoe Baltimore inAugust 2017.•These decreases were mostly offset by $24 million in interest expense recognized related to the CRC Term Loan and CRC Notes, $13 million ininterest expense recognized for the CEC Convertible Notes, $12 million in interest expense recognized for the CEOC LLC Term Loan, $6 million ininterest expense recognized for the Chester Downs Senior Secured Notes and an increase of $6 million in other interest expense. See Note 12 fordefined terms.Gain on Deconsolidation of SubsidiariesAs described in Note 2, we deconsolidated Horseshoe Baltimore in 2017 and recognized a gain of $31 million.Restructuring and Support ExpensesAs described in Note 1, we recognized certain obligations that were ultimately settled upon CEOC’s emergence from bankruptcy on the Effective Date.Restructuring and support expenses for the years ended December 31, 2017 and 2016 were $2.0 billion and $5.7 billion, respectively. These were primarilycomposed of accruals for (i) forbearance fees and other payments to CEOC’s creditors that were settled in cash, (ii) a bank guaranty settlement related to themodification of CEC’s guarantee under CEOC’s senior secured credit facilities that was settled in cash, (iii) payments of CEOC’s creditors’ expenses,settlement charges, and other fees that were settled in cash, (iv) the issuance of CEC common stock, (v) the issuance of the CEC Convertible Notes (see Note 8and Note 12), and (vi) the VICI Call Right to purchase and leaseback the real property assets associated with three of our properties as other consideration(see Note 9). A portion of the obligations we recognized reflected our estimates of the fair value of the consideration CEC agreed to provide in exchange forthe resolution of litigation claims and potential claims against CEC and its affiliates.Loss on Extinguishment of DebtWe recognized losses on extinguishment of debt totaling $232 million in 2017 relating to early debt redemption charges as well as the write-off of debtdiscounts and deferred financing costs associated with the extinguishment of the outstanding debt of CGPH and CERP in conjunction with the refinancingduring the year.Other Income/(Loss)Other income in 2018 primarily relates to a benefit of $697 million due to a change in fair value of the derivative liability related to the conversion option ofthe CEC Convertible Notes and a benefit of $24 million due to a change in the fair value of the disputed claims liability related to the CEC ConvertibleNotes and CEC common stock estimated to be used to settle those claims. In 2018, we also recorded a gain of $31 million for claims that were expunged (seeNote 8 for further details), recognized dividend and interest income of $21 million, and recognized $19 million in income related to an adjustment to ourpension obligation for employees of our London Clubs International subsidiary (see Note 17 for further details).Other income in 2017 primarily relates to a benefit of $64 million due to a change in fair value of the derivative liability related to the conversion option ofthe CEC Convertible Notes (see Note 8 for further details), a $17 million gain for an interest swap payment CEC made on behalf of CEOC that was recoveredwith interest, and $14 million for interest income earned on the proceeds from the sale of the SMG Business described above (see Note 19).Other losses in 2016 relate primarily to a $30 million accrual pursuant to the NRF Settlement Agreement for the litigation settlement, the legal feereimbursement, and the withdrawal liability.Income Tax Benefit/(Provision)The effective tax rate was negative 66.1% for 2018, 84.2% for 2017, and negative 5.3% for 2016. The effective tax rate in 2018 differed from the statutoryrate of 21% primarily due to the deferred tax benefit from the partial release of the federal valuation allowance upon the acquisition of Centaur and fromrevisions to the estimated deferred tax balances as of December 31, 2017 as a result of the Tax Act (defined below) offset by state income taxes andnondeductible expenses. The effective tax rate in 201748differed from the statutory rate of 35% primarily due to nondeductible restructuring expenses, the acquisition of OpCo and the Tax Act passed in 2017. Theeffective tax rate in 2016 differed from the statutory rate of 35% primarily due to nondeductible restructuring expenses and other pre-tax losses for which theCompany could not recognize a tax benefit. See Note 18 for a detailed discussion of income taxes and the effective tax rate.On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). TheTax Act makes broad and complex changes to the U.S. tax code that affected our year ended December 31, 2017, including, but not limited to (i) reducing theU.S. federal corporate tax rate, (ii) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning afterDecember 31, 2017, (iii) bonus depreciation that will allow for full expensing of qualified property, (iv) generally eliminating U.S. federal income taxes ondividends from foreign subsidiaries, (v) a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings accumulated post1986 through 2017 that were previously deferred from U.S. income taxes, and (vi) a tax on Global Intangible Low-Taxed Income which imposes taxes onforeign income in excess of a deemed return on tangible assets of foreign corporations.As of December 31, 2018, the Company has completed the accounting for the tax effects of the Tax Act. In 2017, the Company made a reasonable estimate ofthe effects on the existing deferred tax balances and accrued a provisional income tax benefit of approximately $1.2 billion which was recorded in the periodended December 31, 2017. The amount of the estimated income tax benefit was (i) $797 million related to the net deferred tax benefit of the corporate ratereduction and (ii) $442 million related to the net deferred tax benefit of deferred tax assets which were realizable due to the changing rules related to uses andlimitations of net operating loss carryforwards created in tax years beginning after December 31, 2017. During the year ended December 31, 2018, theCompany revised its estimate of the effects on the existing deferred tax balances as of December 31, 2017, and accrued an additional provisional income taxbenefit of $82 million. The total amount of the revised estimated income tax benefit is (i) $710 million related to the net deferred tax benefit of the corporaterate reduction, (ii) $569 million related to the net deferred tax benefit of deferred tax assets, which are now realizable due to the changing rules related to usesand limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017, and (iii) $42 million relating to the net deferredtax benefit of state deferred tax assets, which are now realizable due to the changing rules related to interest expense disallowance for those states whichconform to the Tax Act.Discontinued Operations, net of Income TaxesDiscontinued operations primarily represent CIE’s SMG Business, which was sold in September 2016. See Note 19 for additional information.Reconciliation of Non-GAAP Financial MeasuresAdjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) is presented as a measure of the Company’s performance. AdjustedEBITDA is defined as revenues less operating expenses and is comprised of net income/(loss) before (i) interest expense, net of interest capitalized andinterest income, (ii) income tax (benefit)/provision, (iii) depreciation and amortization, (iv) corporate expenses, and (v) certain items that we do not considerindicative of its ongoing operating performance at an operating property level.In evaluating Adjusted EBITDA you should be aware that, in the future, we may incur expenses that are the same or similar to some of the adjustments in thispresentation. The presentation of Adjusted EBITDA should not be construed as an inference that future results will be unaffected by unusual or unexpecteditems.Adjusted 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 accordancewith generally accepted accounting principles, “GAAP”). Adjusted EBITDA may not be comparable to similarly titled measures reported by other companieswithin the industry. Adjusted EBITDA is included because management uses Adjusted EBITDA to measure performance and allocate resources, and believesthat Adjusted EBITDA provides investors with additional information consistent with that used by management.49Reconciliation of Adjusted EBITDA Years Ended December 31,(In millions)2018 2017 2016Net income/(loss) attributable to Caesars$303 $(368) $(3,049)Net income/(loss) attributable to noncontrolling interests1 (7) (29)Discontinued operations, net of income taxes— — (3,380)Income tax (benefit)/provision(121) (1,995) 327Gain on deconsolidation of subsidiaries— (31) —Restructuring and support expenses— 2,028 5,729Loss on extinguishment of debt1 232 —Other (income)/loss (1)(791) (95) 29Interest expense1,346 773 599Depreciation and amortization1,145 626 439Impairment of goodwill43 — —Impairment of tangible and other intangible assets35 — —Other operating costs (2)155 65 91CIE stock-based compensation— — 189Stock-based compensation expense79 43 43Other items (3)112 90 81Adjusted EBITDA$2,308 $1,361 $1,069____________________(1) Amounts include changes in fair value of the derivative liability related to the conversion option of the CEC Convertible Notes and the disputed claims liability as well as interestand dividend income.(2) Amounts primarily represent costs incurred in connection with development activities and reorganization activities, and/or recoveries associated with such items, includingacquisition and integration costs, contract exit fees including exiting the fully bundled sales system of NV Energy for electric service at our Nevada properties, lease terminationcosts, gains and losses on asset sales, weather related property closure costs, demolition costs primarily at our Las Vegas properties for renovations, and project opening costs.(3) Amounts include other add-backs and deductions to arrive at Adjusted EBITDA but not separately identified such as professional and consulting services, sign-on and retentionbonuses, business optimization expenses for IT transformation, severance and relocation costs, litigation awards and settlements, permit remediation costs, and costs associatedwith CEOC’s restructuring and related litigation.Segment Adjusted EBITDA (1) Years Ended December 31, 2018 vs. 2017 2017 vs. 2016(Dollars in millions)2018 2017 2016 Fav/(Unfav) Fav/(Unfav)Las Vegas$1,362 $1,007 $881 $355 35.3 % $126 14.3%Other U.S.1,014 398 259 616 154.8 % 139 53.7%All Other(68) (44) (71) (24) (54.5)% 27 38.0%Adjusted EBITDA$2,308 $1,361 $1,069 $947 69.6 % $292 27.3%___________________(1) See reconciliation of Net income/(loss) to Adjusted EBITDA by segment in Note 21.Liquidity and Capital ResourcesLiquidity Discussion and AnalysisCEC has no requirement to fund the operations of CRC, CEOC LLC, or their subsidiaries; however, the payment of all monetary obligations under CEOCLLC’s leases with VICI is guaranteed by CEC. CEC cash outflows are primarily used for corporate development opportunities, other corporate-level activity,litigation, and restructuring expenses associated with CEOC’s bankruptcy including residual claims upon emergence. In addition, because CEC has nooperations of its own and due to the restrictions under its subsidiaries’ lending arrangements, CEC has limited ability to raise additional capital.Cash and cash equivalents as of December 31, 2018, as shown in the table below, include amounts held by CRC and CEOC LLC, which are not readilyavailable to CEC. Other includes $393 million in cash at CEC (the parent holding company), $136 million related to insurance captives, and $68 millionrelated to the casino resort project in Incheon, South Korea (see Note 2).50Summary of Cash and Revolver Capacity December 31, 2018(In millions)CRC CEOC LLC Other CaesarsCash and cash equivalents$322 $517 $652 $1,491Revolver capacity1,000 200 — 1,200Revolver capacity drawn or committed to letters of credit(136) (39) — (175)Total$1,186 $678 $652 $2,516CRC and CEOC LLC’s sources of liquidity are independent of one another and primarily include currently available cash and cash equivalents, cash flowsgenerated from their operations, and borrowings under their separate revolving credit facilities (see Note 12). Operating cash inflows are typically used foroperating expenses, debt service costs, lease payments and working capital needs. CRC and CEOC LLC are highly leveraged, and a significant portion oftheir liquidity needs are for debt service and financing obligations, as summarized below.During the year ended December 31, 2018, we generated net income of $304 million and our operating activities yielded consolidated operating cash inflowsof $786 million, which is an increase of $3.1 billion from the year ended December 31, 2017 primarily as a result of $2.8 billion in cash paid on the EffectiveDate in the prior year to support the reorganization of CEOC as described in the Plan (see Note 1 and Note 19). We believe that our cash flows fromoperations are sufficient to cover planned capital expenditures for ongoing property renovations and our total estimated financing activities during the next12 months. However, if needed, our existing cash and cash equivalents and availability under our revolving credit facilities are available to further supportoperations during the next 12 months and the foreseeable future. In addition, restrictions under our lending arrangements generally prevent the distributionof cash from our subsidiaries to CEC, except for certain restricted payments.In 2018, we paid $1.2 billion in interest, which includes $448 million of interest associated with our debt and $721 million of interest related to ourfinancing obligations and Golf Course Use Agreement. Our capital expenditures were $565 million during 2018 in support of our ongoing propertyrenovations, see Capital Spending and Development section below.On July 16, 2018, we completed our acquisition of Centaur for $1.7 billion, including $1.6 billion at closing and $75 million in deferred consideration. Thefunding for this acquisition was primarily from $1.1 billion in cash proceeds received from the sale of the real estate assets of Harrah’s Las Vegas to VICI inDecember 2017, approximately $500 million in cash proceeds received from the sale of the Octavius Tower to VICI in July 2018, and the use of $200 millionof our revolving credit facility. See Note 4 for additional information.During 2018, the Company announced that our Board of Directors authorized the Repurchase Program to repurchase up to $750 million of our commonstock. During the year ended December 31, 2018, we repurchased approximately 31 million shares for approximately $311 million under the programrecorded in Treasury stock.Our ability to fund operations, pay debt and financing obligations, and fund planned capital expenditures depends, in part, upon economic and other factorsthat are beyond our control, and disruptions in capital markets and restrictive covenants related to our existing debt could impact our ability to fund liquidityneeds, pay indebtedness and financing obligations, and secure additional funds through financing activities.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 our present expectations. Factors that may cause actual results to differ materially from present expectations include,without limitation, the positive or negative changes in the operational and other matters assumed in preparing our forecasts.Debt Activity and Lease-Related ObligationsAs noted above, we are a highly-leveraged company and had $9.1 billion in face value of debt outstanding and $10.1 billion of failed sale-leasebackfinancing obligations as of December 31, 2018. As a result, a significant portion of our liquidity needs are for debt service, including significant interest andprincipal payments associated with our financing obligations. As detailed in the table below, our estimated debt service (including principal and interest) is$644 million for 2019 and $11.3 billion thereafter to maturity and our estimated financing obligations are $753 million for 2019 and $37.7 billion thereafterto maturity.51Financing Activities Years Ended December 31, (In millions)2019 2020 2021 2022 2023 Thereafter TotalAnnual maturities of long-term debt$164 $64 $64 $64 $64 $8,655 $9,075Estimated interest payments480 470 470 460 450 540 2,870Total debt service payments (1)644 534 534 524 514 9,195 11,945Financing obligations - principal15 18 20 22 26 8,400 8,501Financing obligations - interest738 791 802 814 829 25,933 29,907Total financing obligation payments (2)753 809 822 836 855 34,333 38,408Total financing activities$1,397 $1,343 $1,356 $1,360 $1,369 $43,528 $50,353____________________(1) Debt principal payments are estimated amounts based on maturity dates and potential borrowings under our revolving credit facility. Interest payments are estimated based on theforward-looking London Interbank Offered Rate (“LIBOR”) curve and include the estimated impact of the ten interest rate swap agreements (see Note 8). Actual payments maydiffer from these estimates.(2) Financing obligation principal and interest payments are estimated amounts based on the future minimum lease payments and certain estimates based on contingent rentalpayments (as described below under Lease-Related Obligations). Actual payments may differ from the estimates.We are continually evaluating opportunities to improve our capital structure and will seek to refinance our debt obligations or otherwise engage intransactions impacting our capital structure when market and other conditions are attractive to us. These transactions may involve refinancing or new seniorcredit facilities, tender or exchange offers, issuance of new bonds and/or sale-leasebacks.Debt ActivitySee Note 12 for proceeds received from draws on our revolving credit facilities, proceeds received from the issuance of new debt, and cash paid to extinguishdebt, as well as a table presenting details on our individual borrowings outstanding, interest rates and restrictive covenants related to certain of ourborrowings as of December 31, 2018 and 2017. See Note 8 for details regarding our use of interest rate swap derivatives to manage the mix of our debtbetween fixed and variable rate instruments.As described in Note 2 to our financial statements, we are party to a joint venture referred to as the Korea JV that we consolidate into our financial statements.The purpose of the Korea JV is to develop, acquire, own and operate a resort casino in Incheon, South Korea. To finance construction of the project, we intendto incur debt in the amount of $575 million to $675 million to supplement the equity capital being contributed by us and our joint venture partner. This debtwill, when incurred, be included on our Balance Sheets, but will have no associated net income impact until the project is completed.Lease-Related ObligationsAs described in Note 10, we have entered into various leases for our properties with VICI. During 2018, we received a net amount of $591 million related toour transactions with VICI and proceeds from the transactions were used to partially fund the closing of CEC’s acquisition of Centaur (see Note 1). On theEffective Date, in accordance with the Plan, VICI received a call right (the “VICI Call Right”) for up to five years to purchase and leaseback the real propertyassets associated with Harrah’s Atlantic City, Harrah’s Laughlin, and Harrah’s New Orleans for a cash purchase price of ten times the agreed upon annual rentfor each property. The VICI Call Right is subject to the terms of the CRC Credit Agreement (see Note 9 and Note 12).Each lease agreement provides for fixed rent (subject to escalation) during an initial term, then rent consisting of both base rent and variable percentage rentelements, and has a 15-year initial term and four five-year renewal options. We assume the renewal is probable and include renewal commitments in theestimated financing obligations in the table above. In addition, the future lease payment amounts included in the table above represent the contractual leasepayments adjusted for estimated escalations, as determined by the underlying lease agreements. The estimates are based on the terms and conditions knownat the inception of the leases. However, a portion of the actual payments will be determined in the period in which they are due, and therefore, actual leasepayments may differ from our estimates.CEC determined that these transactions do not qualify for sale-leaseback accounting based on the terms of the lease agreements; therefore, the Company willbe accounting for these transactions as a financing. We do not recognize rent expense related to the leases, but we have recorded a liability for the financingobligations and the majority of the periodic lease payments are recognized as interest expense. In the initial periods, cash payments are less than the interestexpense recognized in the Statements of Operations, which causes the related sale-leaseback liability to increase during the beginning of the lease term.52Subject to certain exceptions, the payment of all monetary obligations under the CEOC LLC leases are guaranteed by CEC and the payment of all monetaryobligations under the Harrah’s Las Vegas lease is guaranteed by CRC. See Note 10 for further details around the financing obligations.Capital Spending and DevelopmentWe incur capital expenditures in the normal course of business, and we perform ongoing refurbishment and maintenance at our properties to maintain ourquality standards. We also continue to pursue development and acquisition opportunities for additional casino entertainment and other hospitality facilities,and online businesses that meet our strategic and return on investment criteria. Cash used for capital expenditures in the normal course of business istypically made available from cash flows generated by our operating activities and established debt programs, while cash used for development projects istypically 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)2018 2017 2016 2018 vs. 2017 2017 vs. 2016Maintenance (1)$419 $597 $217 $(178) $380Development (2)146 1 3 145 (2)Total capital expenditures$565 $598 $220 $(33) $378 Included in capital expenditures: Capitalized payroll costs$9 $4 $5 Capitalized interest8 6 2 ____________________(1) Maintenance capital expenditures include room renovations as well as information technology, marketing, analytics, accounting, payroll, and other projects that benefit theoperating structures.(2) Development capital expenditures include projects such as CAESARS FORUM, the casino resort project in Incheon, South Korea, Centaur integration costs, and Sportsbooks invarious states.During the year ended December 31, 2018, capital expenditures were primarily related to hotel renovation projects at Flamingo Las Vegas, Bally’s Las Vegas,Harrah’s Atlantic City, and Paris Las Vegas, construction of the Fly LINQ Zipline, and the development of a casino resort project in Incheon, South Korea anda new convention center in Las Vegas (“CAESARS FORUM”). During the year ended December 31, 2017, capital expenditures were primarily related to hotelrenovation projects at Caesars Palace, Bally’s Las Vegas, Planet Hollywood, Flamingo Las Vegas and Harrah’s Las Vegas. During the year endedDecember 31, 2016, capital expenditures were primarily related hotel renovation projects at Harrah’s Las Vegas, Paris Las Vegas and Planet Hollywood.Cash paid for capital expenditures were $565 million during 2018. Due to our working capital initiatives, we had an increase in construction payables of$149 million, of which $100 million was related to the 2018 capital plan, which will be paid in the first quarter of 2019. Our projected capital expendituresfor 2019 range from $850 million to $1 billion. We expect to fund capital expenditures from cash flows generated by operating activities.Our projected maintenance capital expenditures for 2019 range from $375 million to $450 million and include estimates for:•Hotel remodeling projects at Harrah’s Las Vegas, Paris Las Vegas, Harrah’s Atlantic City, and Horseshoe South Indiana; and•Information technology, marketing, analytics, accounting, payroll, and other projects that benefit the operating structures.Our projected development capital expenditures for 2019 range from $475 million to $550 million and include estimates for:•Development of CAESARS FORUM and Sportsbooks in various states; and•Development of a casino resort project in Incheon, South Korea through a joint venture.Under the CEOC LLC leases and the Harrah’s Las Vegas lease, we are required to spend certain minimum amounts on capital expenditures.53Our planned development projects, if they proceed, will require significant capital commitments, individually and in the aggregate, and, if completed, mayresult in significant additional revenues. The commitment of capital, the timing of completion, and the commencement of operations of development projectsare contingent upon, among other things, negotiation of final agreements and receipt of approvals from the appropriate political and regulatory bodies. Wemust also comply with covenants 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 and market conditions.Related Party TransactionsFor a description of the nature and extent of related party transactions, see Note 20.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 itsapplication, is generally accepted, we select the principle or method that we consider to be the most appropriate under specific circumstances. Application ofthese accounting principles requires us to make estimates about the future resolution of existing uncertainties. Certain of our accounting policies, includingthe estimated lives assigned to our assets, the determination of bad debt, asset impairments, the fair value of derivative instruments, self-insurance reserves,the purchase price allocations made in connection with our acquisitions/mergers, the calculation of our income tax liabilities, and the determination ofwhether to consolidate a variable interest entity require that we apply significant judgment in defining the appropriate assumptions for calculating financialestimates.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 historicalexperience, terms of existing contracts, observance of trends in the industry, information gathered from customer behavior, and information available fromother outside sources, as appropriate. Due to the inherent uncertainty involving judgments and estimates, actual results may differ from those estimates.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,which is established by management as representative of the useful life of each category of asset. We review the carrying value of our long-lived assetswhenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to resultfrom its use and eventual disposition. The factors considered by management in performing this assessment include current operating results, trends andprospects, planned construction and renovation projects, as well as the effect of obsolescence, demand, competition, and other economic, legal, andregulatory factors. In estimating expected future cash flows for determining whether an asset is impaired, assets are grouped at the lowest level of identifiablecash flows, which, for most of our assets, is the individual property. See Note 6 for additional 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,and discount rates to determine their estimated fair value. Our future revenues and EBITDA assumptions are determined based upon actual results givingeffect to expected changes in operating results in future years. Our valuation multiples and discount rates are based upon market participant assumptionsusing a defined gaming peer group. Changes in these assumptions can materially affect these estimates. Thus, to the extent the gaming volumes deteriorate inthe near future, discount rates increase significantly, or we do not meet our projected performance, we could recognize impairments, and such impairmentscould be material. This is especially true for any of our properties where goodwill and other non-amortizing intangible54assets have been partially impaired as a result of a recent impairment analysis, and for our Las Vegas properties, which comprise a significant portion of ourremaining goodwill balance.As of December 31, 2018, we had approximately $4.0 billion in goodwill and $2.6 billion of other non-amortizing intangible assets. During 2018, as a resultof declines in our stock price and increases in market yields within our industry, which are both factors used to determine the discount rate, along withdownward adjustments to expectations of future performance at certain of our properties outside of Las Vegas, we recognized impairment charges related togoodwill of $43 million and gaming rights of $21 million for certain of our properties. As of December 31, 2018, all other reporting units with goodwilland/or other non-amortizing intangible assets have estimated fair values that exceed their carrying values. See Note 7 for additional information. As ofDecember 31, 2018, a 1% increase to the discount rate would increase goodwill impairment by approximately $10 million and gaming rights impairment byapproximately $4 million.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 judgmentsabout potential actions by third parties in establishing and evaluating our reserves for allowance for doubtful accounts. As of December 31, 2018, a 5%increase or decrease to the allowance determined based on a percentage of aged receivables would change the reserve by approximately $13 million.Markers acquired as part of the acquisition of OpCo were accounted for at fair value on the Effective Date, with no acquired reserve, and will be accreted tointerest income up to their expected realizable value over the life of their expected collectability. The acquired markers are subject to adjustment if the actualcash collection differs from the expected collectibility.Self-Insurance AccrualsWe are self-insured for workers’ compensation and other risk products through our captive insurance subsidiaries. Our insurance claims and reserves includeaccruals of estimated settlements for known claims, as well as accruals of actuarial estimates of incurred but not reported claims. In estimating these reserves,historical loss experience and judgments about the expected levels of costs per claim are considered. We also utilize consultants to assist in the determinationof certain estimated accruals. These claims are accounted for based on actuarial estimates of the undiscounted claims, including those claims incurred but notreported. We believe the use of actuarial methods to account for these liabilities provides a consistent and effective way to measure these highly judgmentalaccruals; however, changes in health care costs, accident frequency and severity, and other factors can materially affect the estimates for these liabilities. Weregularly monitor the potential for changes in estimates, evaluate our insurance accruals, and adjust our recorded provisions.Fair Value MeasurementsThe CEC Convertible Notes contain derivative features that require bifurcation. We estimate the fair value of the CEC Convertible Notes using a market-based approach that incorporates the value of both straight debt and conversion features of the notes. The valuation model incorporates actively traded pricesof the CEC Convertible Notes as of the reporting date, the value of CEC’s equity into which these notes could convert, and assumptions regarding theincremental cost of borrowing for CEC. The fair value of the CEC Convertible Notes derivative liability is subject to interest rate and market price risk due tothe conversion features of the notes and other factors. Generally, as the fair value of fixed interest rate debt increases (due to a decrease in interest rates) thederivative liability decreases and as the fair value of fixed interest rate debt decreases (due to an increase in interest rates) the derivative liability increases.The fair value of the CEC Convertible Notes derivative liability may also increase as the market price of our stock rises or due to increased volatility in ourstock price which will result in an expense recognized in our Statement of Operations, and decrease as the market price of our stock falls or due to decreasedvolatility in our stock price which will result in income recognized in our Statement of Operations. Upon issuance on the Effective Date, the CECConvertible Notes had a fair value of $1.1 billion when the price per share of CEC common stock was $12.80. As of December 31, 2017, the fair value of theconvertibles notes was $1.0 billion when the price per share of CEC common stock was $12.65. During the year ended December 31, 2018, we recognizedincome of $697 million due to the decrease in the fair value of the CEC Convertible Notes to $324 million when the price per share of CEC common stockwas $6.79. Subsequent to December 31, 2018, our stock has been trading at a higher price as compared to December 31, 2018 and as a result we expect thefair value of the CEC Convertible Notes to increase and we expect to recognize expense during the first quarter of 2019.We use interest rate swaps, which are derivative instruments classified as hedging transactions, to limit our exposure to interest rate risk. Derivativeinstruments are recognized in the financial statements at fair value. The estimated fair values of our derivative instruments are based on market pricesobtained from dealer quotes. Such quotes represent the estimated amounts we would receive55or pay to terminate the contracts. Our derivative instruments contain a credit risk that the counterparties may be unable to meet the terms of the agreements.We minimize that risk by evaluating the creditworthiness of our counterparties, which are limited to major banks and financial institutions. The fair values ofour derivative instruments are adjusted for the credit rating of the counterparty, if the derivative is an asset, or adjusted for the credit rating of the Company, ifthe derivative is a liability.See Note 8 for more details regarding fair value measurements and Item 7A for quantitative and qualitative disclosures about market risk.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 incometaxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the expected future tax consequences oftemporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and as attributable tooperating loss and tax credit carryforwards. We reduce the carrying amounts of deferred tax assets by a valuation allowance if, based on the availableevidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets isassessed periodically based on the “more likely than not” realization threshold. This assessment considers, among other matters, the nature, frequency, andseverity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience with operating lossand 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 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 report unrecognized tax benefits within Accrued expenses other current liabilities and Deferred credits and other liabilities on our Balance Sheets,separate from any related income tax payable, which is also reported within Accrued expenses and other current liabilities or Deferred income taxes. Reserveamounts relate to any potential income tax liabilities resulting from uncertain tax positions, as well as potential interest or penalties associated with thoseliabilities.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 forunrecognized tax benefits could change during the next 12 months.Recently Issued and Proposed Accounting StandardsSee Note 5 for discussions of the adoption and potential impact of recently issued accounting standards.56Contractual Obligations and CommitmentsThe table below summarizes Caesars Entertainment’s contractual obligations and other commitments through their respective maturity or ending dates as ofDecember 31, 2018. Payments due by Period (1)(In millions)Total Less than1 year 1-3years 3-5years After5 yearsDebt, face value$9,075 $164 $128 $128 $8,655Estimated interest payments (2)2,870 480 940 910 540Financing obligations - principal8,501 15 38 48 8,400Financing obligations - interest29,907 738 1,593 1,643 25,933Golf course use obligations682 14 30 31 607Operating lease obligations1,279 82 127 104 966Purchase order obligations946 592 322 23 9Sports sponsorship and partnership obligations177 25 66 19 67Construction commitments323 253 70 — —Community reinvestment31 6 12 12 1Entertainment obligations (3)4 3 1 — —Other contractual obligations (4)218 36 63 52 67Total contractual obligations (5)$54,013 $2,408 $3,390 $2,970 $45,245____________________(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 tomake reasonably 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 LIBOR curve available as of December 31, 2018. Estimated interest includes the estimatedimpact of the ten interest rate swap agreements (see Note 8). Actual payments may differ from these estimates.(3) Entertainment obligations represent obligations to pay performers that have contracts for future performances. This amount does not include estimated obligations for futureperformances where 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.(5) Contractual obligations do not include amounts that we have not yet incurred under the CEOC LLC and Harrah’s Las Vegas leases. Under the CEOC LLC leases, we are requiredto spend an amount equal to at least 1% of CEOC LLC’s net revenue for the prior lease year and $845 million for every three-year period. Under the Harrah’s Las Vegas lease, weare required to spend $171 million in capital expenditures for the period from January 1, 2017 through December 31, 2021, and thereafter, spend an amount equal to at least 1%of Harrah’s Las Vegas net revenue for the prior lease year.57ITEM 7A.Quantitative and Qualitative Disclosures 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. We attempt to limit our exposure to interest rate risk by managing themix of our debt between fixed rate and variable rate obligations. While we may enter into agreements limiting our exposure to higher interest rates, any suchagreements may not offer complete protection from this risk. As of December 31, 2018, the face value of long-term debt was $9.1 billion, including $6.2billion of variable rate obligations.We have entered into ten interest rate swap agreements to fix the interest rate on $3.0 billion of variable rate debt, three that became effective on December31, 2018, four that became effective on January 1, 2019, and three that became effective on January 2, 2019, at which time $3.2 billion of debt will remainsubject to variable interest rates for the term of the agreement. See Note 8 for additional information. The difference to be paid or received under the terms ofthe interest rate swap agreements will be accrued as interest rates change and recognized as an adjustment to interest expense for the related debt beginningon December 31, 2018. Changes in the variable interest rates to be paid or received pursuant to the terms of the interest rate swap agreements will have acorresponding effect on future cash flows.We do not purchase or hold any derivative financial instruments for trading purposes.The table below provides information as of December 31, 2018 about our financial instruments that are sensitive to changes in interest rates including thecash flows associated with amortization, the notional amounts of interest rate derivative instruments, and related weighted average interest rates. Principalamounts are used to calculate the payments to be exchanged under the related agreements and weighted average variable rates are based on implied forwardrates in the yield curve as of December 31, 2018. Expected Maturity Date (Dollars in millions) 2019 2020 2021 2022 2023 Thereafter Total Fair ValueLiabilities Long-term debt Fixed rate $2 $2 $2 $2 $2 $2,827 $2,837 $2,530Average interest rate 5.4% 5.4% 5.4% 5.4% 5.2% 5.9% 5.5% Variable rate $162 $62 $62 $62 $62 $5,828 $6,238 $5,997Average interest rate 5.4% 5.1% 5.0% 5.0% 5.1% 5.3% 5.1% Interest Rate Derivatives Interest rate swaps Variable to fixed (1) $— $700 $1,050 $1,250 $— $— $3,000 $—Average pay rate 2.6% 2.6% 2.7% 2.7% —% —% 2.7% Average receive rate 2.6% 2.4% 2.4% 2.4% —% —% 2.4% ____________________(1) These amounts represent the interest rate swap notional amounts that mature at the end of each respective year. See Note 8 for additional information.As of December 31, 2018, our long-term variable rate debt reflects borrowings under our credit facilities provided to us by a consortium of banks with a totalcapacity of $7.3 billion. The interest rates charged on borrowings under these facilities are a function of LIBOR. As such, the interest rates charged to us forborrowings under the facilities are subject to change as LIBOR changes. Assuming a constant outstanding balance for our variable rate long-term debt, ahypothetical 1% increase in interest rates would increase interest expense approximately $32 million while a hypothetical 1% decrease in interest rateswould decrease interest expense approximately $32 million.The fair value of the CEC Convertible Notes is subject to interest rate and market price risk due to the conversion features of the notes and other factors.Generally, the fair value of fixed interest rate debt will increase as interest rates fall and decrease as interest rates rise. The fair value of the notes may alsoincrease as the market price of our stock rises or due to increased volatility in our stock price, and decrease as the market price of our stock falls or due todecreased volatility in our stock price. Interest rate and market value changes affect the fair value of the notes, and may affect the prices at which we would beable to repurchase such notes were we to do so.58.Financial Statements and Supplementary DataREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the stockholders and the Board of Directors ofCaesars Entertainment Corporation:Opinion on the Financial StatementsWe have audited the accompanying consolidated balance sheets of Caesars Entertainment Corporation and subsidiaries (the “Company”) as ofDecember 31, 2018 and 2017, the related consolidated statements of operations and comprehensive income/(loss), stockholders’ equity/(deficit), and cashflows for each of the three years in the period ended December 31, 2018, and the related notes and the schedule listed in the Index at Item 15 (collectivelyreferred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Companyas of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, inconformity with accounting principles generally accepted in the United States of America.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’sinternal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued bythe Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2019 expressed an unqualified opinion on theCompany’s internal control over financial reporting.Change in Accounting PrincipleAs discussed in Note 15 to the financial statements, the Company has changed its method of accounting for revenue in all periods presented due to theadoption of ASU 2014-09, Revenue from Contracts with Customers, and related amendments.Basis for OpinionThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financialstatements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Companyin accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing proceduresto assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also includedevaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financialstatements. We believe that our audits provide a reasonable basis for our opinion.Emphasis of a MatterAs discussed in Note 1 to the financial statements, the Caesars Acquisition Company (“CAC”) merged with and into the Company, with the Company as thesurviving company on October 6, 2017. The merger transaction was accounted for as a transaction among entities under common control, which resulted inCAC being consolidated into the Company at book value as an equity transaction for all periods presented./s/ DELOITTE & TOUCHE LLPLas Vegas, NevadaFebruary 21, 2019We have served as the Company’s auditor since 2002.59CAESARS ENTERTAINMENT CORPORATIONCONSOLIDATED BALANCE SHEETS As of December 31,(In millions, except par value)2018 2017Assets Current assets Cash and cash equivalents ($14 and $58 attributable to our VIEs)$1,491 $2,558Restricted cash115 116Receivables, net457 494Due from affiliates, net6 11Prepayments and other current assets ($6 and $2 attributable to our VIEs)155 239Inventories41 39Total current assets2,265 3,457Property and equipment, net ($137 and $57 attributable to our VIEs)16,045 16,154Goodwill4,044 3,815Intangible assets other than goodwill2,977 1,609Restricted cash51 35Deferred income taxes10 2Deferred charges and other assets ($35 and $0 attributable to our VIEs)383 364Total assets$25,775 $25,436 Liabilities and Stockholders’ Equity Current liabilities Accounts payable ($41 and $3 attributable to our VIEs)$399 $318Accrued expenses and other current liabilities ($1 and $0 attributable to our VIEs)1,217 1,326Interest payable56 38Contract liabilities144 129Current portion of financing obligations20 9Current portion of long-term debt164 64Total current liabilities2,000 1,884Financing obligations10,057 9,355Long-term debt8,801 8,849Deferred income taxes730 577Deferred credits and other liabilities ($5 and $0 attributable to our VIEs)849 1,474Total liabilities22,437 22,139Commitments and contingencies (See Note 11) Stockholders’ equity Common stock: voting, $0.01 par value, 670 and 696 shares issued, respectively7 7Treasury stock: 46 and 12 shares, respectively(485) (152)Additional paid-in capital14,124 14,040Accumulated deficit(10,372) (10,675)Accumulated other comprehensive income/(loss)(24) 6Total Caesars stockholders’ equity3,250 3,226Noncontrolling interests88 71Total stockholders’ equity3,338 3,297Total liabilities and stockholders’ equity$25,775 $25,436See accompanying Notes to Consolidated Financial Statements.60CAESARS ENTERTAINMENT CORPORATIONCONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31,(In millions, except per share data)2018 2017 2016Revenues Casino$4,247 $2,168 $1,608Food and beverage1,574 982 822Rooms1,519 1,074 950Other revenue789 584 497Management fees60 12 —Reimbursed management costs202 48 —Net revenues8,391 4,868 3,877Operating expenses Direct Casino2,393 1,213 890Food and beverage1,106 693 572Rooms480 360 318Property, general, administrative, and other1,761 1,124 1,147Reimbursable management costs202 48 —Depreciation and amortization1,145 626 439Impairment of goodwill43 — —Impairment of tangible and other intangible assets35 — —Corporate expense332 202 194Other operating costs155 65 91Total operating expenses7,652 4,331 3,651Income from operations739 537 226Interest expense(1,346) (773) (599)Gain on deconsolidation of subsidiaries— 31 —Restructuring and support expenses— (2,028) (5,729)Loss on extinguishment of debt(1) (232) —Other income/(loss)791 95 (29)Income/(loss) from continuing operations before income taxes183 (2,370) (6,131)Income tax benefit/(provision)121 1,995 (327)Income/(loss) from continuing operations, net of income taxes304 (375) (6,458)Discontinued operations, net of income taxes— — 3,380Net income/(loss)304 (375) (3,078)Net (income)/loss attributable to noncontrolling interests(1) 7 29Net income/(loss) attributable to Caesars$303 $(368) $(3,049)Earnings/(loss) per share - basic and diluted Basic earnings/(loss) per share from continuing operations$0.44 $(1.32) $(43.96)Basic earnings per share from discontinued operations— — 23.11Basic earnings/(loss) per share$0.44 $(1.32) $(20.85)Diluted earnings/(loss) per share from continuing operations$0.41 $(1.32) $(43.96)Diluted earnings per share from discontinued operations— — 23.11Diluted earnings/(loss) per share$0.41 $(1.32) $(20.85)Weighted-average common shares outstanding - basic686 279 146Weighted-average common shares outstanding - diluted841 279 146See accompanying Notes to Consolidated Financial Statements.61CAESARS ENTERTAINMENT CORPORATIONCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) Years Ended December 31,(In millions)2018 2017 2016Net income/(loss)$304 $(375) $(3,078)Foreign currency translation adjustments(22) 9 —Change in fair market value of interest rate swaps, net of tax(13) — —Other1 (3) (2)Other comprehensive income/(loss), net of income taxes(34) 6 (2)Comprehensive income/(loss)270 (369) (3,080)Amounts attributable to noncontrolling interests: Net (income)/loss attributable to noncontrolling interests(1) 7 29Foreign currency translation adjustments4 — —Comprehensive loss attributable to noncontrolling interests3 7 29Comprehensive income/(loss) attributable to Caesars$273 $(362) $(3,051)See accompanying Notes to Consolidated Financial Statements.62CAESARS ENTERTAINMENT CORPORATIONCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY/(DEFICIT) Caesars Stockholders’ Equity/(Deficit) AdditionalPaid-in-Capital AccumulatedDeficit AccumulatedOtherComprehensiveIncome/(Loss) Total CaesarsStockholders’Equity/(Deficit) NoncontrollingInterests TotalEquity/(Deficit)(In millions)CommonStock TreasuryStock Balance at January 1, 2016$1 $(22) $9,239 $(7,257) $1 $1,962 $80 $2,042Cumulative effect adjustmentshare-based compensation (1)— — 1 (1) — — — —Net loss— — — (3,049) — (3,049) (29) (3,078)Stock-based compensation— — 53 — — 53 — 53CIE stock transactions, net— — (626) — — (626) (3) (629)Other comprehensive loss, net oftax— — — — (2) (2) — (2)Change in noncontrolling interest,net of distributions andcontributions— — — — — — 5 5Other— (7) 9 — — 2 — 2Balance as of December 31, 20161 (29) 8,676 (10,307) (1) (1,660) 53 (1,607)Net loss— — — (368) — (368) (7) (375)Stock-based compensation— (9) 53 — — 44 — 44Bankruptcy emergence andacquisition of OpCo (2)4 (114) 5,321 — — 5,211 (35) 5,176CAC Merger (2)2 — (2) — — — — —Consolidation of Korea JointVenture (3)— — — — 1 1 57 58Other comprehensive income, netof tax— — — — 6 6 — 6Change in noncontrolling interest,net of distributions andcontributions— — — — — — 3 3Other— — (8) — — (8) — (8)Balance as of December 31, 20177 (152) 14,040 (10,675) 6 3,226 71 3,297Net income— — — 303 — 303 1 304Stock-based compensation— (22) 84 — — 62 — 62Repurchase of common stock— (311) — — — (311) — (311)Other comprehensive loss, net oftax— — — — (30) (30) (4) (34)Change in noncontrolling interest,net of distributions andcontributions— — — — — — 20 20Balance as of December 31, 2018$7 $(485) $14,124 $(10,372) $(24) $3,250 $88 $3,338____________________(1) Adoption of Accounting Standards Update No. 2016-09, Compensation-Stock Compensation.(2) See Note 1.(3) See Note 2.See accompanying Notes to Consolidated Financial Statements.63CAESARS ENTERTAINMENT CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWS64Years Ended December 31,(In millions)2018 2017 2016Cash flows from operating activities Net income/(loss)$304$(375) $(3,078)Adjustments to reconcile net income/(loss) to cash flows from operating activities: Income from discontinued operations— — (3,380)Non-cash change in restructuring accrual— 2,065 3,667Interest accrued on financing obligations142 27 —Deferred income taxes(145) (1,858) (90)Gain on deconsolidation of subsidiaries— (31) —Depreciation and amortization1,145 626 439Loss on extinguishment of debt1 232 —Change in fair value of derivative liability(697) (64) —Stock-based compensation expense79 43 232Amortization of deferred finance costs and debt discount/premium15 26 24Provision for doubtful accounts21 8 11Impairment of goodwill43 — —Impairment of intangible and tangible assets35— —Other non-cash adjustments to net income/(loss)(28) 32 23Net changes in: Accounts receivable14 (75) (28)Due from affiliates, net5(55) 19Inventories, prepayments and other current assets7664 9Deferred charges and other assets(69) (26) —Accounts payable(78) (4) 39Interest payable19 (35) (64)Accrued expenses(101) 15 87Contract liabilities18 3 (1)Restructuring accruals— (2,880) 2,029Deferred credits and other liabilities(6) (63) 104Other(7) 2 —Cash flows provided by/(used in) operating activities786(2,323) 42Cash flows from investing activities Acquisition of businesses, net of cash and restricted cash acquired(1,578) 561 —Acquisition of property and equipment, net of change in related payables(565) (598) (220)Deconsolidation of subsidiary cash— (57) —Consolidation of Korea Joint Venture— 19 —Payments to acquire certain gaming rights(20) — —Payments to acquire investments(22) (12) (23)Proceeds from the sale and maturity of investments43 33 46Return of investment from discontinued operations—— 132Contributions to discontinued operations—— (56)Other7(1) —Cash flows used in investing activities(2,135)(55) (121)Years Ended December 31,(In millions)2018 2017 2016Cash flows from financing activities Proceeds from long-term debt and revolving credit facilities1,167 7,550 120Debt issuance and extension costs and fees(5) (288) —Repayments of long-term debt and revolving credit facilities(1,130) (7,846) (268)Proceeds from sale-leaseback financing arrangement745 1,136 —Proceeds from the issuance of common stock6 11 6Repurchase of common stock(311)— —Repurchase of CIE shares and distribution of sale proceeds— (63) (1,126)Taxes paid related to net share settlement of equity awards(22)(11) (7)Financing obligation payments(173)(54) —Contributions from noncontrolling interest owners20— 15Distributions to noncontrolling interest owners—(6) —Cash flows provided by/(used in) financing activities297429 (1,260)Cash flows from discontinued operations Cash flows from operating activities—— 168Cash flows from investing activities—— 4,379Cash flows from financing activities—— (76)Net cash from discontinued operations—— 4,471 Change in cash, cash equivalents, and restricted cash classified as assets held for sale—— 112 Net increase/(decrease) in cash, cash equivalents, and restricted cash(1,052)(1,949) 3,244Cash, cash equivalents, and restricted cash, beginning of period2,7094,658 1,414Cash, cash equivalents, and restricted cash, end of period$1,657$2,709 $4,658 Supplemental Cash Flow Information Cash paid for interest$1,169$749 $634Cash paid for income taxes87 305Non-Cash Settlement of Accrued Restructuring and Support Expenses Issuance of convertible notes and call right—2,349 —Issuance of CEC common stock—3,435 —Other non-cash investing and financing activities: Change in accrued capital expenditures149(6) 14Deferred consideration for acquisition of Centaur66— —See accompanying Notes to Consolidated Financial Statements.65CAESARS 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 andvariable interest 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 otherwisestated or the context otherwise requires.We also refer to (i) our Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Statements of Operations andConsolidated Statements of Comprehensive Income/(Loss) as our “Statements of Operations,” (iii) our Consolidated Balance Sheets as our “BalanceSheets,” and (iv) our Consolidated Statements of Cash Flows as our “Statements of Cash Flows.” References to numbered “Notes” refer to Notes to ourConsolidated Financial Statements included herein.Note 1 — Description of BusinessOrganizationCEC is primarily a holding company with no independent operations of its own. Caesars Entertainment operates the business primarily through its whollyowned subsidiaries CEOC, LLC (“CEOC LLC”) and Caesars Resort Collection, LLC (“CRC”). Caesars Entertainment has a total of 53 properties in 14 U.S.states and five countries outside of the U.S., including 50 casino properties. Nine casinos are in Las Vegas, which represented 45% of net revenues for the yearended December 31, 2018.We lease certain real property assets from VICI Properties Inc. and/or its subsidiaries (collectively, “VICI”).New Transactions with VICIHarrah’s Philadelphia Real Estate Sale and LeasebackOn December 26, 2018, we sold all land and real property improvements used in the operation of Harrah’s Philadelphia Casino and Racetrack (“Harrah’sPhiladelphia”) as part of a sale and leaseback transaction with VICI for $242 million. We continue to operate Harrah’s Philadelphia under the terms of a long-term lease agreement relating to certain of our other domestic properties. We determined that this transaction did not qualify for sale-leaseback accounting.The Harrah’s Philadelphia real estate assets remain on our Balance Sheet at their historical net book value and are depreciated over their remaining usefullives, while a financing obligation was recognized for the proceeds received. See Note 10 for additional information.Modifications to Lease Agreements with VICIIn connection with the Octavius Tower sale discussed below and the Harrah’s Philadelphia transaction discussed above, on December 26, 2018, the Companyand VICI consummated modifications to certain of our existing lease agreements for consideration of $159 million to VICI, which reduced our financingobligation. The modifications, among other things, bring certain of the lease terms into alignment with other master leases in the sector and the long-termperformance of the properties and create additional flexibility to facilitate our future development strategies. See Note 10 for additional information.Sale of Octavius Tower at Caesars PalaceOn July 11, 2018, we sold Octavius Tower at Caesars Palace (“Octavius Tower”) to VICI for $508 million in cash. Proceeds from the transaction were used topartially fund the closing of CEC’s acquisition of Centaur Holdings, LLC (“Centaur”). We continue to operate the Octavius Tower under the current terms ofthe long-term lease agreement with VICI relating to Caesars Palace. We determined that this transaction did not qualify for sale-leaseback accounting. TheOctavius Tower real estate assets remain on our Balance Sheet at their historical net book value and are depreciated over their remaining useful lives, while afinancing obligation was recognized for the proceeds received. See Note 10 for additional information.Acquisition of Centaur Holdings, LLCOn July 16, 2018, we completed the acquisition of Centaur. Centaur operated Hoosier Park Racing & Casino in Anderson, Indiana, and Indiana Grand Racing& Casino in Shelbyville, Indiana. See Note 4 for additional information.CEOC’s Emergence from Bankruptcy and CEC’s Merger with Caesars Acquisition CompanyCaesars Entertainment Operating Company, Inc. (“CEOC”) and certain of its U.S. subsidiaries (collectively, the “Debtors”) voluntarily filed forreorganization on January 15, 2015 (the “Petition Date”), at which time CEC deconsolidated CEOC. The Debtors emerged from bankruptcy andconsummated their reorganization pursuant to their third amended joint plan of66CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)reorganization (the “Plan”) on October 6, 2017 (the “Effective Date”). As part of its emergence from bankruptcy, CEOC reorganized into an operatingcompany (“OpCo”) separate from its real property assets (“PropCo”). OpCo was acquired by CEC on the Effective Date and immediately merged with andinto CEOC LLC. See Note 4 for additional information. CEOC LLC operates the properties and facilities formerly held by CEOC and leases the propertiesand facilities from VICI.On the Effective Date, Caesars Acquisition Company (“CAC”) merged with and into CEC, with CEC as the surviving company (the “CAC Merger”). SeeNote 4 for additional information. The CAC Merger was accounted for as a reorganization of entities under common control, which resulted in CAC beingconsolidated into Caesars at book value as an equity transaction for all periods presented.Summary of CAC Merger and CEOC Emergence Transactions(In millions)CAC Merger Restructuring SupportSettlement OpCo Acquisition TotalCash$— $2,787 $700 $3,487CEC common stock (value)2,894 3,435 1,774 8,103CEC convertible notes (fair value)— 2,172 — 2,172Other consideration— 177 — 177Total consideration$2,894 $8,571 $2,474 $13,939 CEC common stock (shares)226 268 139 633Restructuring and Support ExpensesPrior to the Effective Date, CEC made material financial commitments to support the reorganization of CEOC as described in the Plan. Our estimate ofrestructuring and support expenses was determined based on the total value of the consideration that was required by CEC to resolve claims and potentialclaims related to the reorganization.Restructuring and support expenses for the years ended December 31, 2017 and 2016 were $2.0 billion and $5.7 billion, respectively, recorded in theStatements of Operations. These were primarily composed of accruals for (i) forbearance fees and other payments to CEOC’s creditors that were settled incash, (ii) a bank guaranty settlement related to the modification of CEC’s guarantee under CEOC’s senior secured credit facilities that was settled in cash, (iii)payments of CEOC’s creditors’ expenses, settlement charges, and other fees that were settled in cash, (iv) the issuance of CEC common stock, (v) the issuanceof the $1.1 billion aggregate principal amount of 5.00% convertible senior notes maturing in 2024 (the “CEC Convertible Notes”) (see Note 8 and Note 12),and (vi) the call right to purchase and leaseback the real property assets associated with Harrah’s Atlantic City, Harrah’s Laughlin, and Harrah’s New Orleans(the “VICI Call Right”) as other consideration (see Note 9). The total value of the consideration that was provided by CEC as of the Effective Date was $8.6billion. See Restructuring Support Settlement in the table above.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 requirethe use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of contingent assets andliabilities. Management believes the accounting estimates are appropriate and reasonably determined. Actual amounts could differ from those estimates.Certain prior year amounts have been reclassified to conform to the current year’s presentation. For the year ended December 31, 2017, $12 million wasreclassified from Other revenue to Management fees on our Statement of Operations.Adoption of New Revenue Recognition StandardOn January 1, 2018, we adopted the new accounting standard Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, andall related amendments. See Note 15 for additional information and details on the effects of adopting the new standard.67CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Reportable SegmentsWe view each property as an operating segment and aggregate all such properties into three regionally-focused reportable segments: (i) Las Vegas, (ii) OtherU.S., and (iii) All Other, which is consistent with how we manage the business. See Note 21.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 ourconsolidated subsidiaries is the primary beneficiary. Control generally equates to ownership percentage, whereby (i) affiliates that are more than 50% ownedare consolidated; (ii) investments in affiliates of 50% or less but greater than 20% are generally accounted for using the equity method where we havedetermined that we have significant influence over the entities; and (iii) investments in affiliates of 20% or less are generally accounted for using the costmethod.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 receivebenefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. Along with the VIEs that are consolidated inaccordance with the above guidelines, we also hold variable interests in other VIEs that are not consolidated because we are not the primary beneficiary. Wecontinually monitor both consolidated and unconsolidated VIEs to determine if any events have occurred that could cause the primary beneficiary to change.A change in determination could have a material impact on our financial statements.Consolidation of Korea JVDuring 2017, CEC formed a joint venture referred to herein as the Korea JV. The purpose of the Korea JV is to acquire, develop, own, and operate a casinoresort project in Incheon, South Korea. We determined that the Korea JV is a VIE and CEC is the primary beneficiary and, therefore, CEC consolidates theKorea JV into its financial statements.Horseshoe Baltimore CasinoThrough August 31, 2017, we consolidated Horseshoe Baltimore Casino (“Horseshoe Baltimore”) as a VIE for which we were the primary beneficiary. Due tothe expiration of certain transfer restrictions, we were no longer considered the primary beneficiary and deconsolidated Horseshoe Baltimore.Horseshoe Baltimore generated year-to-date net revenues of $190 million and net loss attributable to Caesars of $7 million until its deconsolidation effectiveAugust 31, 2017. Upon deconsolidation, we derecognized total assets and liabilities of $350 million and $356 million, respectively, including long-termdebt totaling $294 million. We recorded our interest in Horseshoe Baltimore at its estimated fair value of $28 million, recognizing a gain on deconsolidationof $31 million, and are accounting for Horseshoe Baltimore as an equity method investment subsequent to the deconsolidation. We estimated the fair valueof the interest in Horseshoe Baltimore by weighting the results of the discounted cash flow method and the guideline public company method.Horseshoe Baltimore will continue to be a managed property of CEOC LLC subsequent to its deconsolidation, and transactions with Horseshoe Baltimore arenot eliminated under the equity method of accounting. These related party transactions include but are not limited to items such as casino management feespaid to CEOC LLC, reimbursed management costs, and the allocation of other expenses. See Note 20.Note 3 — Summary of Significant Accounting PoliciesAdditional significant accounting policy disclosures are provided within the applicable notes to the Financial Statements.Cash, Cash Equivalents, and Restricted CashCash 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, 2018 and 2017 includes $14 million and $58 million, respectively, held by our consolidatedVIEs, which is not available for our use to fund operations or satisfy our obligations.Restricted cash includes cash pledged as collateral for certain operating and capital expenditures in the normal course of bu68CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)siness and certain other cash deposits that are for a specific purpose including $49 million as of December 31, 2018 that is held in the escrow trust fordistribution to holders of disputed claims whose claims may ultimately become allowed (see Note 11). The classification of restricted cash between currentand non-current is dependent upon the intended use of each particular reserve.Reconciliation to Statements of Cash Flows As of December 31,(In millions)2018 2017Cash and cash equivalents$1,491 $2,558Restricted cash, current115 116Restricted cash, non-current51 35Total cash, cash equivalents, and restricted cash$1,657 $2,709AdvertisingThe Company expenses the production costs of advertising the first time the advertising takes place. Advertising expense was $76 million, $61 million, and$55 million, respectively, for the years ended December 31, 2018, 2017 and 2016. Advertising expense is included in Property, general, administrative, andother within the Statements of Operations.Other Operating CostsOther operating costs primarily includes write-downs, reserves, and project opening costs, net of recoveries and acquisition and integration costs. During2017, CEC was reimbursed $19 million for amounts related to the joint venture development in Korea that were previously deemed uncollectible and writtenoff in 2015.Note 4 — Business CombinationsAcquisition of Centaur Holdings, LLCAs described in Note 1, on July 16, 2018 (the “Centaur Closing Date”), CEC completed its acquisition of all of the voting equity interest of Centaur, forconsideration of $1.7 billion. This acquisition expands our footprint to the central Indiana region and facilitates broad distribution of the Caesars Rewardscustomer loyalty program, formerly known as Total Rewards (see Note 7). Acquisition-related costs included in Other operating costs in the Statements ofOperations were $8 million during the year ended December 31, 2018. Consideration transferred was composed of the following:(In millions) Cash paid$1,636Deferred consideration (1)66Total purchase price$1,702____________________(1) Deferred consideration is payable in an installment of $25 million on the second anniversary of the Centaur Closing Date and $50 million on the third anniversary of the CentaurClosing Date with prepayments and right of setoff permitted, subject to the terms and conditions of the Unit Purchase Agreement. $66 million represents the present value of futureexpected cash flows.Additionally, CEC paid a $50 million license transfer fee on behalf of Hoosier Park Racing & Casino, which was excluded from the purchase priceconsideration and is an assumed liability.69CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Purchase Price AllocationThe following table summarizes the preliminary fair value of assets acquired and liabilities assumed as part of the Centaur acquisition. We will continue toevaluate the fair value of the assets acquired and liabilities assumed which may require the preliminary purchase price allocation to be adjusted within theallowable measurement period. The intangible assets subject to amortization will be amortized on a straight-line basis over their estimated useful lives as ofthe acquisition date.(In millions)Fair Value Weighted-Average Useful Life (years)Assets acquired: Cash and cash equivalents$39 Receivables, net2 Other current assets26 Property and equipment297 Intangible assets other than goodwill Trade names and trademarks14 2.5Gaming rights (1)1,390 Customer relationships41 15.0Total assets1,809 Liabilities assumed: Current liabilities(92) Deferred income taxes(290) Total liabilities(382) Net identifiable assets acquired1,427 Goodwill275 Total Centaur equity value$1,702 ___________________(1) Indefinite-lived intangible assets.We applied the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification(“ASC”) Topic 805, Business Combinations (“ASC 805”). Goodwill of $275 million was recognized as a result of the transaction and relates to (i) the valuesof acquired assets that do not meet the definition of an identifiable intangible asset under ASC 805, but that do contribute to the value of the acquiredbusiness, including the assembled workforce and relationships with customers that are not tracked through their customer loyalty program; (ii) the going-concern value associated with expectations of forging relationships with future customers; (iii) the assemblage value associated with acquiring an on-goingbusiness whose value is worth more than simply the sum of its parts; (iv) synergies; and (v) the future potential expansion of table games to the properties. Allof the goodwill was assigned to our Other U.S. segment. None of the goodwill recognized is expected to be deductible for income tax purposes.Unaudited Pro Forma Financial InformationThe following unaudited pro forma financial information is presented to illustrate the estimated effects of the acquisition of Centaur as if it had occurred onJanuary 1, 2017, and is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition beenconsummated as of this date. The pro forma results include adjustments related to purchase accounting, primarily interest expense related to the legacy debtof Centaur that was not acquired, tax adjustments and amortization of intangible assets. Net loss for the year ended December 31, 2017 below includes adiscrete tax benefit of $185 million, resulting from a partial release of valuation allowance in connection with the acquisition. The net deferred tax liabilityresulting from the acquisition of Centaur provided a source of additional future taxable income requiring us to reassess the amount of valuation allowancepreviously recorded. The deferred tax liability considered the 21% corporate tax rate enacted by the Tax Act (defined in Note 18).70CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Unaudited) Years Ended December 31,(In millions)2018 2017Net revenues$8,663 $5,357Net income/(loss) attributable to Caesars166 (117)The results of operations for Centaur have been included in the Company’s Financial Statements since the acquisition date. The acquired businesscontributed $226 million and $49 million, respectively, to Net revenues and Income from operations to CEC for the period from July 16,2018 to December 31, 2018.CEC’s Acquisition of OpCoAs described in Note 1, the Debtors emerged from bankruptcy and consummated their reorganization pursuant to the Plan on the Effective Date. As part of itsemergence from bankruptcy, CEOC reorganized into OpCo and PropCo, and CEC acquired OpCo on the Effective Date for the total considerationsummarized below. The acquisition was accounted for in accordance with ASC 805 with CEC considered the acquirer, which requires, among other things,that the assets acquired and liabilities assumed be recognized on the balance sheet at their fair values as of the acquisition date. The excess of the purchaseprice over the net fair value of the assets and liabilities was recorded as goodwill. Consideration transferred was composed of the following:(In millions) Cash$700CEC common stock (1)1,774Total cash and stock consideration2,474Settlement of pre-existing relationships252Total OpCo equity value$2,726____________________(1) Approximately 139 million shares of CEC common stock issued at the Effective Date closing stock price of $12.80.71CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Purchase Price AllocationThe following table summarizes the assets acquired and liabilities assumed. The intangible assets subject to amortization are being amortized on a straight-line basis over their estimated useful lives as of the acquisition date.(In millions)Fair Value Weighted-Average Useful Life (years)Assets acquired: Cash and cash equivalents$1,239 Receivables, net266 Other current assets200 Property and equipment8,943 35.0Intangible assets other than goodwill Trade names and trademarks (1)664 Gaming rights (1)207 Caesars Rewards (1)253 Customer relationships137 14.8Other non-current assets180 Total assets12,089 Liabilities assumed: Current liabilities(765) Long-term debt(1,607) Financing obligations(8,310) Deferred income taxes(568) Deferred credits and other liabilities(361) Total liabilities(11,611) Noncontrolling interest41 Net identifiable assets acquired519 Goodwill2,207 Total OpCo equity value$2,726 ____________________(1) Indefinite-lived intangible assets.As part of the Plan, certain real estate assets were sold to PropCo and leased back to OpCo. The leases were evaluated as a sale-leaseback of real estate. Wedetermined that these transactions did not qualify for sale-leaseback accounting, and we accounted for the transaction as a financing. See Note 10.Additionally, certain golf course properties (the “Golf Course Properties”) were sold to VICI. See Note 11.Goodwill of $2.2 billion was recognized as a result of the transaction and relates to (i) the values of acquired assets that do not meet the definition of anidentifiable intangible asset under ASC 805, but that do contribute to the value of the acquired business, including the assembled workforce andrelationships with customers that are not tracked through our customer loyalty program Caesars Rewards; (ii) the going-concern value associated withexpectations of forging relationships with future customers; and (iii) the assemblage value associated with acquiring an on-going business whose value isworth more than simply the sum of its parts. Goodwill has been assigned to our three reportable segments. None of the goodwill recognized is expected to bedeductible for income tax purposes.The Company recognized certain deferred tax assets and liabilities resulting from (i) net operating loss (“NOL”) carryforwards available to CEC andreorganization of CEOC under the Plan and (ii) the difference between the fair value of the assets and liabilities and their respective tax bases. Due to CEC’srecent history of losses, CEC will continue to record a valuation allowance against the excess deferred tax assets that are not offset by deferred tax liabilities.Deferred tax liabilities of $568 million were recognized in the purchase price allocation of OpCo.72CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Included within liabilities are estimates related to obligations and future resolution of disputed claims pursuant to the Plan. These liabilities assumed weremeasured at their estimated fair value based on the bankruptcy proceedings and creditor’s proof of claim. Refer to Note 11 for additional information.In connection with the reorganization of CEOC, the income approach was used to estimate the fair value of the noncontrolling interest of $13 million.ReceivablesMarkers acquired as part of the acquisition of OpCo were accounted for at fair value on the Effective Date, with no acquired reserve, and will be accreted tointerest income up to their expected realizable value over the life of their expected collectibility. The acquired markers are subject to adjustment if the actualcash collection differs from the expected collectibility. The fair value, which also represents the carrying amount of markers acquired as part of theacquisition of OpCo as of the Effective Date, was $139 million. As of December 31, 2018 and 2017, the carrying amount of the markers acquired was $25million and $69 million, respectively.Acquired Markers Accretable Yield(In millions)2018 2017Balance as of January 1 and October 6, respectively$6 $8Accretion(3) (2)Balance as of December 31$3 $6Unaudited Pro Forma Financial InformationThe following unaudited pro forma financial information is presented to illustrate the estimated effects of the acquisition of OpCo as if it had occurred onJanuary 1, 2016, and is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition beenconsummated as of this date. The pro forma adjustments, with related tax impacts, are comprised primarily of the following:•Depreciation and interest expense recognized related to the failed sale-leaseback financing obligations associated with the real estate assets and thefinancing obligation associated with the Golf Course Properties that were sold to VICI and leased back by CEOC LLC; and•Interest expense related to the issuance of the CEOC LLC Term Loan, the CEOC LLC Revolving Credit Facility, and the CEC Convertible Notes(see Note 12 for additional information). (Unaudited) Years Ended December 31,(In millions, except per share data)2017 2016Net revenues$8,349 $8,529Net income/(loss) attributable to Caesars6,401 (2,570)The results of operations for OpCo have been included in the Company’s Financial Statements since the acquisition date. The acquired business contributed$1 billion and $52 million, respectively, of net revenues and income from operations to CEC for the period from October 6, 2017 to December 31, 2017.Merger with CACAs described in Note 1, pursuant to the Merger Agreement, CAC merged with and into CEC, with CEC as the surviving company and each share of CACcommon stock issued and outstanding immediately prior to the Effective Date was converted into, and became exchangeable for, 1.625 shares of CECcommon stock on the Effective Date, which resulted in the issuance of 226 million shares of CEC common stock to stockholders of CAC. Hamlet HoldingsLLC (see Note 20) beneficially owned a majority of both CEC’s and CAC’s common stock immediately prior to the CAC Merger. Therefore, the CAC Mergerwas accounted for as a reorganization of entities under common control, which resulted in CAC being consolidated into the Company at book value as anequity transaction for all periods presented after elimination of all intercompany accounts and transactions. The consolidated financial statements are notnecessarily indicative of the results of operations that would have occurred if the Company had73CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)consolidated CAC prior to the Effective Date. In addition, as a result of the CAC Merger, Caesars Growth Partners, LLC (“CGP”) is no longer a VIE and is awholly owned subsidiary of CEC. The following table summarizes the assets acquired, liabilities assumed and CEC’s noncontrolling interest in CGP andexcludes CGP’s results, which were consolidated with CEC as a VIE prior to the Effective Date.Summary of Merger as of October 6, 2017(In millions)Total ValueAssets acquired$152Liabilities assumed(96)Acquisition of noncontrolling interest in CGP from CAC1,751Net book value$1,807Note 5 — Recently Issued Accounting PronouncementsThe FASB issued the following authoritative guidance amending the FASB ASC.In 2018, we adopted the following ASUs:•ASU 2014-09, Revenue from Contracts with Customers (see Note 15).•ASU 2016-16, Income Taxes (see Note 18).In 2018, the following ASUs became effective, but there was no quantitative or qualitative effect on our financial statements:•ASU 2018-09, Codification Improvements.•ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118.•ASU 2018-04, Investments — Debt Securities (Topic 320) and Regulated Operations (Topic 980): Amendments to SEC Paragraphs Pursuant to SECStaff Accounting Bulletin No. 117 and SEC Release No. 33-9273.•ASU 2017-09, Compensation - Stock Compensation.•ASU 2017-01, Business Combinations.•ASU 2016-18, Statement of Cash Flows.•ASU 2016-01, Financial Instruments - Overall.The following ASUs were not yet effective as of December 31, 2018:New DevelopmentsCollaborative Arrangements - November 2018: Amended guidance makes targeted improvements to GAAP for collaborative arrangements including: (i)clarifying that certain transactions between collaborative arrangement participants should be accounted for as revenue under ASC 606 when thecollaborative arrangement participant is a customer in the context of a unit of account, (ii) adding unit-of-account guidance in ASC 808 to align with theguidance in ASC 606 (that is, a distinct good or service) when an entity is assessing whether the collaborative arrangement or a part of the arrangement iswithin the scope of ASC 606, and (iii) requiring that in a transaction with a collaborative arrangement participant that is not directly related to sales to thirdparties, presenting the transaction together with revenue recognized under ASC 606 is precluded if the collaborative arrangement participant is not acustomer. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2019, and interim periods within thosefiscal years. Early adoption is permitted. The amendments should be applied retrospectively to the date of initial application of ASC 606. An entity may electto apply the amendments in this ASU retrospectively either to all contracts or only to contracts that are not completed at the date of initial application of ASC606. An entity should disclose its election. An entity may elect to apply the practical expedient for contract modifications that is permitted for entities usingthe modified retrospective transition method in ASC 606. We are currently assessing the effect the adoption of this standard will have on our financialstatements.74CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Previously DisclosedIntangibles - Goodwill and Other - Internal-Use Software - August 2018: Amended guidance aligns the requirements for capitalizing implementation costsincurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The accounting for the service element of a hosting arrangement that is a service contract is not affected. The amendments in this update areeffective for public entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. Theamendments in this ASU should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We arecurrently assessing the effect the adoption of this standard will have on our financial statements.Fair Value Measurement - August 2018: Amended guidance modifies fair value measurement disclosure requirements including (i) removing certaindisclosure requirements such as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) modifying certaindisclosure requirements, and (iii) adding certain disclosure requirements such as changes in unrealized gains and losses for the period included in othercomprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period. The amendments in this update are effective forfiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The amendments on changes inunrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and thenarrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initialfiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. We are currently assessingthe effect the adoption of this standard will have on our financial statements.Leases - February 2016 (amended through December 2018): The amended guidance is intended to increase transparency and comparability amongorganizations by requiring additional disclosures to reflect the significance of an entity’s leasing arrangements. The new standard establishes a right-of-use(“ROU”) model that requires a lessee to recognize an ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months.Many long-term operating leases, including agreements relating to real estate, will be recorded on the balance sheet as an ROU asset with a correspondinglease liability, which will be amortized using the effective interest rate method as payments are made. Certain leases embedded in other arrangements, such asservice and supplier contracts, may be accounted for separately by allocating payments between lease and non-lease components.The new standard provides a number of optional practical expedients in transition. We currently expect to elect the package of practical expedients, whichpermits us to carryforward our prior conclusions about lease identification, lease classification and initial direct costs. Additionally, we currently expect toadopt the practical expedient that allows comparative periods to be reported under current lease accounting guidance consistent with previously issuedfinancial statements. We also do not currently expect to record leases on the balance sheet that at the commencement date have a lease term of twelve monthsor less.While we continue to assess all of the effects of adoption, we currently believe the most significant effects relate to the recognition of new ROU assets andlease liabilities on our Balance Sheet for our real estate operating leases and providing significant new disclosures about our leasing activities. Theseoperating leases will be recognized on a straight-line basis in rent expense. Additionally, we continue to evaluate the impact of the adoption on our existingfailed sale-leaseback transactions. The Company expects the accounting for lease agreements where the Company is a lessor to be accounted for in the samemanner as those agreements are accounted for under current accounting guidance.This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We will adopt the new standardon January 1, 2019 and have elected to apply the guidance as of the adoption date. Consequently, financial information will not be updated, and thedisclosures required under the new standard will not be provided for dates and periods before January 1, 2019.Financial Instruments - Credit Losses - June 2016 (amended through November 2018) : Amended guidance replaces the incurred loss impairmentmethodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable informationto inform credit loss estimates. Amendments affect entities holding financial assets and net investments in leases that are not accounted for at fair valuethrough net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurancereceivables and any other financial assets not excluded from the scope that have the contractual right to receive cash. Amendments are effective for fiscalyears beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. An entity will apply theamendments in this ASU through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance iseffective (that is, a modified-retrospective approach). A prospective transition approach is required for debt securities for which an other-than-temporaryimpairment had b75CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)een recognized before the effective date. The effect of a prospective transition approach is to maintain the same amortized cost basis before and after theeffective date of this ASU. We are currently assessing the effect the adoption of this standard will have on our financial statements.Note 6 — 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 orwhen an asset (or asset group) has been impaired. The accuracy of these estimates affects the amount of depreciation and amortization expense recognized inour 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, which isestablished by management 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 recoverablefrom the estimated future cash flows expected to result from its use and eventual disposition. As necessary, we typically estimate the fair value of assetsstarting with a “Replacement Cost New” approach and then deduct appropriate amounts for both functional and economic obsolescence to arrive at the fairvalue estimates. Other factors considered by management in performing this assessment may include current operating results, trends, prospects, and third-party appraisals, as well as the effect of demand, competition, and other economic, legal, and regulatory factors. In estimating expected future cash flows fordetermining whether an asset is impaired, assets are grouped at the lowest level of identifiable cash flows, which, for most of our assets, is the individualproperty. These analyses are sensitive to management assumptions and the estimates of the obsolescence factors. Changes in these assumptions and estimatescould have a material impact on the analyses and 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 maintenanceand repair costs as incurred. Gains or losses on the dispositions of property and equipment are recognized in the period of disposal. Interest expense iscapitalized on internally constructed assets at the applicable weighted-average borrowing rates of interest. Capitalization of interest ceases when the projectis substantially complete or construction activity is suspended for more than a brief period of time. Interest capitalized was $8 million, $6 million, and $2million, respectively, for the years ended December 31, 2018, 2017, and 2016.Useful LivesLand improvements 12yearsBuildings5to40yearsBuilding and leasehold improvements3to30yearsRiverboats and barges 30yearsFurniture, fixtures, and equipment2.5to12yearsProperty and Equipment, Net As of December 31,(In millions)2018 2017 (1)Land$4,871 $4,857Buildings, riverboats, and leasehold and land improvements12,243 11,824Furniture, fixtures, and equipment1,563 1,277Construction in progress406 329Total property and equipment19,083 18,287Less: accumulated depreciation(3,038) (2,133)Total property and equipment, net$16,045 $16,154____________________(1) We reclassified $73 million in land improvements to Buildings, riverboats and leasehold and land improvements to align with our 2018 reporting presentation.During 2018, we recorded tangible asset impairment charges of $14 million, which was related to the closure of casino operations at our property TunicaRoadhouse in January 2019.76CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Depreciation Expense and Other Amortization Expense Years Ended December 31,(In millions)2018 2017 2016Depreciation expense (1)$1,074 $555 $369Other amortization expense3 4 5____________________(1) Depreciation expense for 2018 includes accelerated depreciation of $83 million due to asset removal and replacement in connection with property renovations primarily atFlamingo Las Vegas, Harrah’s Atlantic City, Paris Las Vegas, Harrah’s Las Vegas and Bally’s Las Vegas compared with $80 million in 2017 primarily at Flamingo Las Vegas,Bally’s Las Vegas, Harrah’s Las Vegas, Harrah’s Laughlin, Planet Hollywood and Harrah’s New Orleans and $55 million in 2016 primarily at Planet Hollywood, Paris LasVegas, Harrah’s Las Vegas and Flamingo Las Vegas.Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset or the related lease.Note 7 — 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 marketprices, and estimates made by management. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assetsacquired and liabilities 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. Weperformed our annual goodwill impairment test by comparing the fair value of each reporting unit with its carrying amount. We determine the estimated fairvalue of each reporting unit based on a combination of earnings before interest, taxes, depreciation, and amortization (“EBITDA”), valuation multiples, andestimated future cash flows discounted at rates commensurate with the capital structure and cost of capital of comparable market participants, givingappropriate consideration to the prevailing borrowing rates within the casino industry in general. We also evaluate the aggregate fair value of all of ourreporting units and other non-operating assets in comparison to our aggregate debt and equity market capitalization at the test date. EBITDA multiples anddiscounted cash flows are common measures used to value businesses in our industry.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 RoyaltyMethod” and “Excess Earnings Method” under the income approach.The 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 thefuture and such impairments could be material.Caesars RewardsOn January 30, 2019, Caesars announced the rebranding of Total Rewards, the Company’s industry-leading loyalty program, to Caesars Rewards effectiveFebruary 1, 2019. The new program leverages the premium Caesars brand to better connect Caesars’ elevated standard and prestige with the Company’sglobal destinations.77CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Changes in Carrying Value of Goodwill by Segment(In millions)Las Vegas Other U.S. All Other CEC TotalGross Goodwill Balance as of January 1, 2017$4,410 $650 $— $5,060OpCo acquisition (1)1,794 352 61 2,207Balance as of December 31, 20176,204 1,002 61 7,267Accumulated Impairment Balance as of January 1, 2017 and December 31, 2017(3,115) (337) — (3,452)Net carrying value, as of December 31, 2017 (2)$3,089 $665 $61 $3,815 Gross Goodwill Balance as of January 1, 2018$6,204 $1,002 $61 $7,267Centaur acquisition (1)— 275 — 275Other— — (3) (3)Balance as of December 31, 20186,204 1,277 58 7,539Accumulated Impairment Balance as of January 1, 2018(3,115) (337) — (3,452)Impairment— (17) (26) (43)Balance as of December 31, 2018(3,115) (354) (26) (3,495)Net carrying value, as of December 31, 2018 (2)$3,089 $923 $32 $4,044____________________(1) See Note 4 for further details relating to the acquisitions of OpCo and Centaur.(2) $405 million of goodwill is associated with a reporting unit with zero or negative carrying value. As the reporting unit has a positive fair value, there was no impairment associatedwith this reporting unit.Changes in Carrying Value of Intangible Assets Other than Goodwill Amortizing Non-Amortizing Total(In millions)2018 2017 2018 2017 2018 2017Balance as of January 1$355 $285 $1,254 $148 $1,609 $433Impairments (1)— — (21) — (21) —Amortization expense(68) (67) — — (68) (67)Deconsolidation of Horseshoe Baltimore (2)— — — (22) — (22)OpCo acquisition (3)— 137 — 1,124 — 1,261Centaur acquisition (3)55 — 1,390 — 1,445 —Other additions (4)— — 20 — 20 —Other— — (8) 4 (8) 4Balance as of December 31$342 $355 $2,635 $1,254 $2,977 $1,609____________________(1) $12 million recognized in our Other U.S. segment and $9 million recognized in our All Other segment.(2) See Note 2 or further details relating to the deconsolidation of Horseshoe Baltimore.(3) See Note 4 for further details relating to the acquisitions of OpCo and Centaur.(4) Other additions of $20 million are related to gaming rights.During 2018, as a result of declines in our stock price and increases in market yields within our industry, which are both factors used to determine thediscount rate, along with downward adjustments to expectations of future performance at certain of our properties outside of Las Vegas, we recognizedimpairment charges related to goodwill of $43 million and gaming rights of $21 million for certain of our properties.78CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Gross Carrying Value and Accumulated Amortization of Intangible Assets Other than Goodwill December 31, 2018 December 31, 2017(Dollars in millions)WeightedAverageRemainingUseful Life(in years) GrossCarryingAmount AccumulatedAmortization NetCarryingAmount GrossCarryingAmount AccumulatedAmortization NetCarryingAmountAmortizing intangible assets Trade names and trademarks2.3 $14 $(3) $11 $— $— $—Customer relationships4.5 1,071 (756) 315 1,030 (693) 337Contract rights6.0 3 (2) 1 3 (2) 1Gaming rights and other5.5 43 (28) 15 43 (26) 17 $1,131 $(789) 342 $1,076 $(721) 355Non-amortizing intangible assets Trademarks 790 790Gaming rights 1,592 211Caesars Rewards 253 253 2,635 1,254Total intangible assets other than goodwill $2,977 $1,609The aggregate amortization expense for intangible assets that continue to be amortized was $68 million, $67 million, and $65 million, respectively, for theyears ended December 31, 2018, 2017, and 2016.Estimated Five-Year Amortization Years Ended December 31,(In millions)2019 2020 2021 2022 2023Estimated annual amortization expense$71 $71 $60 $17 $15Note 8 — Fair Value MeasurementsOur assessment of goodwill and other intangible assets for impairment includes an assessment using various Level 2 (EBITDA multiples and discount rate)and Level 3 (forecasted cash flows) inputs. See Note 7 for more information on the application of the use of fair value methodology to measure goodwill andother 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.79CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Items Measured at Fair Value on a Recurring BasisThe following table shows the fair value of our financial assets and financial liabilities that are required to be measured at fair value as of the date shown:(In millions)Balance Level 1 Level 2 Level 3December 31, 2018 Assets Government bonds$15 $— $15 $—Derivative instruments - interest rate swaps6 — 6 —Total assets at fair value$21 $— $21 $—Liabilities Derivative instruments - interest rate swaps$22 $— $22 $—Derivative instruments - CEC Convertible Notes324 — 324 —Disputed claims liability45 — 45 —Total liabilities at fair value$391 $— $391 $— December 31, 2017 Assets Equity securities$8 $8 $— $—Government bonds25 — 25 —Total assets at fair value$33 $8 $25 $—Liabilities Derivative instruments - CEC Convertible Notes$1,016 $— $— $1,016Disputed claims liability112 — — 112Total liabilities at fair value$1,128 $— $— $1,128Changes in Level 3 Fair Value Measurements(In millions)CEC ConvertibleNotes (1) VICICall Right (2) Derivative Instruments(1) Disputed ClaimsLiabilityBalance as of January 1, 2017$1,600 $131 $— $—Restructuring of CEOC and other640 46 — —Settlement of Restructuring Support and Forbearance AgreementAccrual(2,240) (177) 1,080 112Change in fair value recorded in Other income/(loss)— — (64) —Balance as of December 31, 2017— — 1,016 112Change in fair value recorded in Other income/(loss)— — (282) (10)Change due to resolved claims in Disputed claims liability— — 4 (29)Transfer to Level 2 on October 1, 2018 (3)— — (738) (73)Balance as of December 31, 2018$— $— $— $—____________________(1) The CEC Convertible Notes were remeasured at fair value and issued on the Effective Date with a debt component and a derivative liability component. See Note 12 for furtherdetails on the debt portion of the CEC Convertible Notes. The derivative portion of the CEC Convertible Notes is a recurring fair value measurement, see below.(2) The VICI Call Right was remeasured at fair value and then transferred to Accrued expenses and other current liabilities on the Balance Sheet upon settlement on the Effective Datebecause it is an option related to real estate and not a derivative. See Note 9.(3) Due to a change in valuation methodology of the CEC Convertible Notes on October 1, 2018, the derivative liability of the CEC Convertible Notes and the Disputed claims liabilitywere transferred to Level 2.80CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Equity SecuritiesInvestments in equity securities are traded in active markets and have readily determined market values. These investments were included in Prepaymentsand other current assets on our Balance Sheets. Gross unrealized gains and losses on marketable securities were not material as of December 31, 2017.Government BondsInvestments primarily consist of 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. These investments primarily represent collateral for several escrow andtrust agreements with third-party beneficiaries and are recorded in Deferred charges and other assets while a portion is included in Prepayments and othercurrent assets in our Balance Sheets.Derivative InstrumentsWe do not purchase or hold any derivative financial instruments for trading purposes.CEC Convertible Notes - Derivative LiabilityOn the Effective Date, CEC issued $1.1 billion aggregate principal amount of 5.00% convertible senior notes maturing in 2024, see Note 12 for furtherdetails.Management analyzed the conversion features for derivative accounting consideration under ASC Topic 815, Derivatives and Hedging, (“ASC 815”) anddetermined that the CEC Convertible Notes contains bifurcated derivative features and qualifies for derivative accounting. In accordance with ASC 815,CEC has bifurcated the conversion features of the CEC Convertible Notes and recorded a derivative liability. The CEC Convertible Notes derivative featuresare not designated as hedging instruments. The derivative features of the CEC Convertible Notes are carried on CEC’s Balance Sheet at fair value in Deferredcredits and other liabilities. The derivative liability is marked-to-market each measurement period and the changes in fair value of $697 million and $64million, respectively, were recorded as a component of Other income/(loss) for the years ended December 31, 2018 and 2017 in the Statements of Operations.The derivative liability associated with the CEC Convertible Notes will remain in effect until such time as the underlying convertible notes are exercised orterminated and the resulting derivative liability will be transitioned from a liability to equity as of such date.Valuation MethodologyThe CEC Convertible Notes have a face value of $1.1 billion, a term of 7 years, a coupon rate of 5%, and are convertible into 156 million shares of CECcommon stock, of which 151 million shares are net of amounts held by CEC.As of December 31, 2017, we estimated the fair value of the CEC Convertible Notes using a binomial lattice valuation model that incorporated the value ofboth the straight debt and conversion features of the notes. The valuation model incorporated assumptions regarding the incremental cost of borrowing forCEC, the value of CEC’s equity into which these notes could convert, the expected volatility of such equity, and the risk-free rate. Since the key assumptionsused in the valuation model, including CEC’s estimated incremental cost of borrowing and the expected volatility of CEC’s equity, were significantunobservable inputs, the fair value for the conversion features of the CEC Convertible Notes was classified as Level 3.Key Assumptions as of December 31, 2017 -•Incremental cost of borrowing - 4.75%•Expected volatility - 30%•Risk-free rate - 2.3%As of December 31, 2018, we estimated the fair value of the CEC Convertible Notes using a market-based approach that incorporated the value of both thestraight debt and conversion features of the notes. The valuation model incorporated actively traded prices of the CEC Convertible Notes as of the reportingdate, the value of CEC’s equity into which these notes could convert, and assumptions regarding the incremental cost of borrowing for CEC. Since the keyassumption used in the valuation model is the actively traded price of CEC Convertible Notes but the incremental cost of borrowing is an unobservableinput, the fair value for the conversion features of the CEC Convertible Notes was classified as Level 2.81CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Key Assumptions as of December 31, 2018 -•Actively traded price of CEC Convertible Notes - $122.38•Incremental cost of borrowing - 7.0%Interest Rate Swap DerivativesWe use forward-starting interest rate swaps to manage the mix of our debt between fixed and variable rate instruments. During the years endedDecember 31, 2018 and 2017, respectively, we entered into six and four interest rate swap agreements to fix the interest rate on $2.0 billion and $1.0 billionof variable rate debt. As of December 31, 2018, we have entered into ten interest rate swap agreements for notional amounts totaling $3.0 billion. The interestrate swaps are designated as cash flow hedging instruments. The difference to be paid or received under the terms of the interest rate swap agreements will beaccrued as interest rates change and recognized as an adjustment to interest expense for the related debt beginning on December 31, 2018. Changes in thevariable interest rates to be paid or received pursuant to the terms of the interest rate swap agreements will have a corresponding effect on future cash flows.The major terms of the interest rate swap agreements as of December 31, 2018 are as follows:Effective Date Notional Amount(In millions) Fixed Rate Paid Variable Rate Received as ofDecember 31, 2018 Maturity Date12/31/2018 250 2.274% 2.522% 12/31/202212/31/2018 200 2.828% 2.522% 12/31/202212/31/2018 600 2.739% 2.522% 12/31/20221/1/2019 250 2.153% N/A 12/31/20201/1/2019 250 2.196% N/A 12/31/20211/1/2019 400 2.788% N/A 12/31/20211/1/2019 200 2.828% N/A 12/31/20221/2/2019 250 2.172% N/A 12/31/20201/2/2019 200 2.731% N/A 12/31/20201/2/2019 400 2.707% N/A 12/31/2021Valuation MethodologyThe estimated fair values of our interest rate swap derivative instruments are derived from market prices obtained from dealer quotes for similar, but notidentical, assets or liabilities. Such quotes represent the estimated amounts we would receive or pay to terminate the contracts. The interest rate swapderivative instruments are included in either Deferred charges and other assets or Deferred credits and other liabilities on our Balance Sheets. Our derivativesare recorded at their fair values, adjusted for the credit rating of the counterparty if the derivative is an asset, or adjusted for the credit rating of the Companyif the derivative is a liability. None of our derivative instruments are offset and all were classified as Level 2.The effect of derivative instruments designated as hedging instruments on the Balance Sheet for amounts transferred into Accumulated other comprehensiveincome/(loss) (“AOCI”) was a loss of $16 million for the year ended December 31, 2018 and was immaterial in 2017. The estimated amount of existing lossesthat are reported in AOCI at the reporting date that are expected to be reclassified into earnings within the next 12 months is approximately $1 million.Disputed Claims LiabilityCEC and CEOC deposited cash, CEC common stock, and CEC Convertible Notes into an escrow trust to be distributed to satisfy certain remaining unsecuredclaims (excluding debt claims) as they become allowed (see Note 11). We have estimated the fair value of the remaining liability of those claims. As keyassumptions used in the valuation model, including assumptions for the conversion features of the CEC Convertible Notes, included significantunobservable inputs, the fair value of the liability was classified as Level 3 as of December 31, 2017. As of December 31, 2018, due to our change in ourvaluation methodology of the CEC Convertible Notes (see above), the fair value of the Disputed claims liability is now classified as Level 2.82CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)For the years ended December 31, 2018 and 2017, the changes in fair value related to the disputed claims liability was income of $24 million and immaterial,respectively, which were recorded as components of Other income/(loss) in the Statements of Operations.Note 9 — Accrued Expenses and Other Current Liabilities As of December 31,(In millions)2018 2017Payroll and other compensation$281 $268VICI Call Right177 177Self-insurance claims and reserves173 192Accrued taxes157 137Advance deposits92 126Disputed claims liability (See Note 11)45 112Chip and token liability37 38Other accruals255 276Total accrued expenses and other current liabilities$1,217 $1,326Self-Insurance AccrualsWe are self-insured for workers’ compensation and other risk products through our captive insurance subsidiaries. Our insurance claims and reserves includeaccruals of estimated settlements for known claims, as well as accruals of actuarial estimates of incurred but not reported claims. In estimating these reserves,historical loss experience and judgments about the expected levels of costs per claim are considered. We also utilize consultants to assist in the determinationof certain estimated accruals. These claims are accounted for based on actuarial estimates of the undiscounted claims, including those claims incurred but notreported. We believe the use of actuarial methods to account for these liabilities provides a consistent and effective way to measure these highly judgmentalaccruals; however, changes in health care costs, accident frequency and severity, and other factors can materially affect the estimates for these liabilities. Weregularly monitor the potential for changes in estimates, evaluate our insurance accruals, and adjust our recorded provisions.VICI Call RightOn the Effective Date, in accordance with the Plan, VICI received the VICI Call Right for up to five years to purchase and leaseback the real property assetsassociated with Harrah’s Atlantic City, Harrah’s Laughlin, and Harrah’s New Orleans for a cash purchase price of ten times the agreed upon annual rent foreach property. The VICI Call Right is subject to the terms of the CRC Credit Agreement (defined in Note 12). On the Effective Date, the VICI Call Right wastransferred to Accrued expenses and other current liabilities on our Balance Sheet at an amount equal to the fair value of the option on the Effective Date.Management does not believe that the liability should continue to be recognized at fair value after initial recognition until the execution or expiration of theoption because it is an option related to real estate, not a derivative, and the fair value option has not been elected. Additionally, provided the real estateproperty assets remain on the Balance Sheets, they will be evaluated for impairment.Note 10 — LeasesOperating LeasesWe lease both real estate and equipment used in our operations. As of December 31, 2018, the remaining term of our operating leases ranged from 1 to 79years with various automatic extensions. For the years ended December 31, 2018, 2017 and 2016, rent expense for operating leases was $118 million, $84million and $74 million, respectively. In addition to minimum rental commitments, certain of our operating leases provide for contingent rentals based on apercentage of revenues in excess of specified amounts. However, such amounts are not considered material.Failed Sale-Leaseback Financing ObligationsAs described in Note 1 and Note 4, in conjunction with CEOC’s emergence from bankruptcy, OpCo, which was acquired by CEC and then immediatelymerged with and into CEOC LLC, with CEOC LLC as the surviving entity, entered into leases with VICI on the Effective Date related to certain real propertyassets formerly held by CEOC (each a “CEOC LLC Lease Agreement,” and,83CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)collectively, the “CEOC LLC Lease Agreements”): (i) for Caesars Palace Las Vegas, (ii) for a portfolio of properties at various locations throughout theUnited States, and (iii) for Harrah’s Joliet Hotel & Casino. Additionally, on December 22, 2017, Harrah’s Las Vegas sold certain real estate assets to VICI andsimultaneously entered into the Harrah’s Las Vegas lease. On July 11, 2018, we sold Octavius Tower to VICI and continue to operate the Octavius Towerunder the current terms of the long-term agreement with VICI relating to Caesars Palace. On December 26, 2018, we sold all land and real propertyimprovements used in the operation of Harrah’s Philadelphia to VICI and now lease the real property of Harrah’s Philadelphia from VICI pursuant to theCEOC LLC Lease Agreement relating to certain of our other domestic properties, which was amended to include Harrah’s Philadelphia.Each lease agreement provides for fixed rent (subject to escalation) during an initial term, then rent consisting of both base rent and variable percentage rentelements, and has a 15-year initial term and four five-year renewal options, subject to certain restrictions on extension applicable to certain of the leasedproperties. The CEOC LLC Lease Agreements and the Harrah’s Las Vegas lease provide for annual fixed rent of $695 million and $87 million, respectively.Each of the leases includes escalation provisions beginning in year two of the initial term and continuing through the renewal terms. The leases also includeprovisions for contingent rental payments calculated, in part, based on increases or decreases of net revenue of the underlying lease properties, commencingin year eight of the initial term and continuing through the renewal terms.On December 26, 2018, we and VICI consummated modifications to certain of our existing lease agreements. The modifications bring certain of the leaseterms into alignment with other master leases in the sector and the long-term performance of the properties and create additional flexibility to facilitate ourfuture development strategies. The modifications include, among other things: (i) the inclusion of Harrah’s Philadelphia in a CEOC LLC Lease Agreement;(ii) certain changes to a CEOC LLC Lease Agreement to reflect that the Octavius Tower is now owned by VICI and leased directly by VICI to a subsidiary ofCEC pursuant to the lease; (iii) from the commencement of the eighth lease year, the implementation of EBITDAR to rent coverage tests in the CEOC LLCLease Agreements that cap base rent escalations in the leases; and (iv) certain modifications to the rent escalators and the reduction of variable rent increases(or decreases, as applicable) for certain of the leases.The leases were evaluated as a sale-leaseback of real estate. Under the terms of the lease agreements, we contribute to reserve accounts for which VICI has theright to collaterally assign the security interest in a future VICI financing. We determined that this contingent-collateral arrangement represents a prohibitedform of continuing involvement. Among other things, we estimated that the length of the leases, including optional renewal periods, would representsubstantially all (90% or more) of the remaining economic lives of the properties and facilities subject to the leases, and the terms of the renewal options givethe Company the ability to renew the lease at a rate that has the potential of being less than a fair market value rate as determined at the time of renewal.These, among certain other conditions, represent a prohibited form of continuing involvement. Therefore, we determined that these transactions did notqualify for sale-leaseback accounting, and we accounted for the transaction as a financing.For a failed sale-leaseback transaction, the real estate assets generally remain on the consolidated balance sheet at their historical net book value and aredepreciated over their remaining useful lives while a failed sale-leaseback financing obligation is recognized for the proceeds received. For the CEOC LLCleases transaction, the real estate assets that were sold to VICI and leased back by OpCo were first adjusted to fair value upon CEOC’s emergence frombankruptcy and the failed sale-leaseback financing obligation was recognized at an amount equal to this fair value. CEC then recognized a failed sale-leaseback financing obligation equal to this fair value as part of the acquisition of OpCo (see Note 4).As described above, for failed sale-leaseback transactions, we continue to reflect the real estate assets on our Balance Sheets in Property and equipment, net asif we were the legal owner, and we continue to recognize depreciation expense over the estimated useful lives. We do not recognize rent expense related tothe leases, but we have recorded a liability for the failed sale-leaseback obligations and the majority of the periodic lease payments are recognized as interestexpense. In the initial periods, cash payments are less than the interest expense recognized in the Statements of Operations, which causes the related sale-leaseback liability to increase during the beginning of the lease term.84CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Future Minimum Lease Commitments(In millions)Operating Leases Financing Obligation2019$82 $753202070 809202157 822202253 836202351 855Thereafter966 34,333Total minimum rental commitments$1,279 $38,408Guarantee for Failed Sale-LeasebackSubject to certain exceptions, the payment of all monetary obligations under the CEOC LLC Lease Agreements are guaranteed by CEC and the payment ofall monetary obligations under the Harrah’s Las Vegas lease is guaranteed by CRC.Note 11 — Litigation, Contractual Commitments, and Contingent LiabilitiesLitigationCaesars is party to ordinary and routine litigation incidental to our business. We do not expect the outcome of any such litigation to have a material effect 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 aresult of such litigation.Contractual CommitmentsExit Cost AccrualsAs of December 31, 2018 and 2017, exit costs were included in Accrued expenses and other current liabilities and Deferred credits and other liabilities on theaccompanying Balance Sheets for accruals related to the following: As of December 31,(In millions)Accrual Obligation End Date 2018 2017Future obligations under land lease agreements (1)December 2092 $43 $43Iowa greyhound pari-mutuel racing fundDecember 2021 33 40Permanent closure of international properties (2)January 2032 10 18Unbundling of electric service provided by NV EnergyFebruary 2024 58 38Total $144 $139____________________(1) Associated with the abandonment of a construction project near the Mississippi Gulf Coast.(2) Properties include Alea Leeds, Golden Nugget and Southend.NV EnergyIn September 2017, we filed our final notice to proceed with our plan to exit the fully bundled sales system of NV Energy for our Nevada properties andpurchase energy, capacity, and/or ancillary services from a provider other than NV Energy. The transition to unbundle electric service was completed in thefirst quarter of 2018 (the “Cease-Use Date”). As a result of our decision to exit, an order from the Public Utilities Commission of Nevada required that we payan aggregate exit fee of $48 million. These fees are payable over three to six years at an aggregate present value of $34 million as of December 31, 2018 andwere recorded in Accrued expenses and other current liabilities and Deferred credits and other liabilities on the Balance Sheet.For six years following the Cease-Use Date, we will also be required to make ongoing payments to NV Energy for non-bypassable rate charges, whichprimarily relate to each entity’s share of NV Energy’s portfolio of above-market renewable energy contracts and the costs of decommissioning andremediation of coal-fired power plants. As of the effective date of the transition, total fees to be incurred were $31 million, which were accrued at its presentvalue in the first quarter of 2018. As of December 31, 2018,85CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)$24 million was recorded in Accrued expenses and other current liabilities and Deferred credits and other liabilities on the Balance Sheet. The amount will beadjusted in the future if actual fees incurred differ from our estimates.Sports Sponsorship/Partnership ObligationsWe have agreements with certain professional sports teams for advertising, marketing, promotional, and sponsorship opportunities. As of December 31, 2018,obligations related to these agreements were $177 million with contracts extending through 2034.Golf Course PropertiesConcurrently with the execution of the CEOC LLC Lease Agreements with VICI described in Note 10, certain Golf Course Properties were sold to VICI.CEOC LLC entered into a Golf Course Use Agreement with VICI over a 35-year term, pursuant to which we incur (i) an annual payment of $10 millionsubject to escalation, (ii) an annual use fee of $3 million, subject to escalation beginning in the second year, and (iii) per-round fees. All of these paymentsare guaranteed by CEC. Although the Golf Course Use Agreement was determined not to be a lease, the escalation points reference the CEOC LLC LeaseAgreement relating to certain of our other domestic properties, which was modified (see Note 10 for additional information).An obligation of $143 million is recorded in Deferred credits and other liabilities as of December 31, 2018, which represents the amount that the obligationsof $10 million in annual payments to be made under the Golf Course Use Agreement exceeds the fair value of services being received.The obligation is being amortized using the effective interest method over the term of the Golf Course Use Agreement which continues through October2052. The amortization on this obligation was $11 million for the year ended December 31, 2018 and immaterial for the year ended December 31, 2017,reflected in Interest expense in our Statements of Operations.VICI LeasesUnder the CEOC LLC Lease Agreements and the Harrah’s Las Vegas lease, we are required to spend certain minimum amounts on capital expenditures.Tribal Casino Management ContractsThe agreements pursuant to which we manage casinos on Indian lands contain provisions required by law that state that a minimum monthly payment mustbe made to the applicable tribe. This payment obligation has priority over scheduled repayments of borrowings for development costs and over themanagement fee earned and paid to the manager. In the event that insufficient cash flow is generated by the operations to fund this payment, we must pay theshortfall to the tribe. Subject to certain limitations as to time, such advances, if any, would be repaid to us in future periods in which operations generate cashflow in excess of the required minimum payment. These commitments will terminate upon the occurrence of certain defined events, including termination ofthe management contract. Our aggregate monthly commitment for the minimum guaranteed payments, pursuant to contracts for the four managed, Indian-owned facilities, is approximately $1 million. Each of these casinos currently generates sufficient cash flows to cover all of its obligations, including its debtservice.Separation AgreementOn November 1, 2018, the Company announced that Mark P. Frissora, our President and Chief Executive Officer, will leave the Company. Subject to theterms of the separation agreement entered into between the Company and Mr. Frissora (as amended, the “Separation Agreement”), Mr. Frissora will continueas President and Chief Executive Officer until a termination date of April 30, 2019 (which the Company may extend by one month) for purposes ofcontinuity of leadership as the Company searches for a successor to Mr. Frissora. In connection with his Separation Agreement, upon his termination date, Mr.Frissora will be vested in all unvested equity and cash awards (with vesting of performance stock units and options remaining subject to achievement ofapplicable targets and options generally exercisable for two years after vesting). As a result of the separation, a total of $32 million of acceleratedcompensation will be recognized, of which $19 million was recognized during the year ended December 31, 2018, and the remainder will be amortized in2019 through his exit date of April 30, 2019.86CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Contingent LiabilitiesResolution of Disputed ClaimsPrior to the Effective Date, CEOC’s financial statements included amounts classified as liabilities subject to compromise, which represented estimates of pre-petition obligations impacted by the Chapter 11 reorganization process. These amounts represented the Debtors’ then-current estimate of known or potentialpre-petition obligations to be resolved in connection with CEOC’s emergence from bankruptcy.Following the Effective Date, actions to enforce or otherwise affect repayment of liabilities preceding the Petition Date, as well as pending litigation againstthe Debtors related to such liabilities, generally have been permanently enjoined. Any unresolved claims will continue to be subject to the claimsreconciliation process under the supervision of the Bankruptcy Court. CEOC LLC will continue the process of reconciling such claims to the amounts listedby the Debtors in their schedules of assets and liabilities, as amended. The amounts submitted by claimants that remain unresolved total approximately $590million. We estimate the fair value of these claims to be $45 million as of December 31, 2018, which is based on management’s estimate of the claim amountsthat the Bankruptcy Court will ultimately allow and the fair value of the underlying CEC common stock and CEC Convertible Notes held in escrow for thepurpose of resolving those claims. See Note 8.Pursuant to the Plan, CEC and CEOC deposited cash, CEC common stock, and CEC Convertible Notes into an escrow trust to be distributed to satisfy certainremaining unsecured claims (excluding debt claims) as they become allowed. As claims are resolved, the claimants receive distributions of CEC commonstock, cash or cash equivalents, and/or CEC Convertible Notes from the reserves on the same basis as if such distributions had been made on or about theEffective Date. To the extent that any of the reserved shares, cash, and convertible notes remain undistributed upon resolution of the remaining disputedclaims, such amounts will be returned to CEC.As of December 31, 2018, approximately $49 million in cash, 8 million shares of CEC common stock, and $32 million in principal value of CEC ConvertibleNotes remain in reserve for distribution to holders of disputed claims whose claims may ultimately become allowed in the escrow trust. The CEC commonstock and CEC Convertible Notes held in the escrow trust are treated as not outstanding in CEC’s Financial Statements. We estimate that the number ofshares, cash, and CEC Convertible Notes reserved is sufficient to satisfy the Debtors’ obligations under the Plan.87CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Note 12 — Debt December 31, 2018 December 31, 2017(Dollars in millions)FinalMaturity Rate(s) (1) Face Value Book Value Book ValueSecured debt CRC Revolving Credit Facility2022 variable (2) $100 $100 $—CRC Term Loan2024 variable (3) 4,653 4,577 4,616CEOC LLC Revolving Credit Facility2022 variable (4) — — —CEOC LLC Term Loan2024 variable (5) 1,485 1,483 1,499Unsecured debt CEC Convertible Notes2024 5.00% 1,083 1,083 1,078CRC Notes2025 5.25% 1,700 1,668 1,664Special Improvement District Bonds2037 4.30% 54 54 56Total debt 9,075 8,965 8,913Current portion of long-term debt (164) (164) (64)Long-term debt $8,911 $8,801 $8,849 Unamortized premiums, discounts and deferred finance charges $110 $121Fair value $8,527 ____________________(1) Interest rate is fixed, except where noted.(2) London Interbank Offered Rate (“LIBOR”) plus 2.00%. On May 4, 2018, the interest rate was reduced from the previous LIBOR plus 2.25% to LIBOR plus 2.13% and onAugust 2, 2018, the interest rate was further reduced to LIBOR plus 2.00% due to step-downs based on the senior secured leverage ratio in accordance with the CRC CreditAgreement. On November 2, 2018, the interest rate was increased to LIBOR plus 2.13% due to a step-up based on the senior secured leverage ratio as of September 30, 2018.(3) LIBOR plus 2.75%.(4) LIBOR plus 2.00%.(5) LIBOR plus 2.00%. On April 16, 2018, the interest rate was repriced from the previous LIBOR plus 2.50%, see below.Annual Estimated Debt Service Requirements Years Ended December 31, (In millions)2019 2020 2021 2022 2023 Thereafter TotalAnnual maturities of long-term debt$164 $64 $64 $64 $64 $8,655 $9,075Estimated interest payments480 470 470 460 450 540 2,870Total debt service obligation (1)$644 $534 $534 $524 $514 $9,195 $11,945____________________(1) Debt principal payments are estimated amounts based on maturity dates and potential borrowings under our revolving credit facilities. Interest payments are estimated based onthe forward-looking LIBOR curve and include the estimated impact of the ten interest rate swap agreements (see Note 8). Actual payments may differ from these estimates.Current Portion of Long-Term DebtThe current portion of long-term debt as of December 31, 2018 includes the principal payments on the term loans, other unsecured borrowings, and specialimprovement district bonds that are expected to be paid within 12 months.Borrowings under the revolving credit facilities are each subject to the provisions of the applicable credit facility agreements, which each have a contractualmaturity of greater than one year. Amounts borrowed, if any, under the revolving credit facilities are intended to satisfy short term liquidity needs and wouldbe classified as current.Debt Discounts or Premiums and Deferred Finance ChargesDebt discounts or premiums and deferred finance charges incurred in connection with the issuance of debt are amortized to interest expense based on therelated debt agreements primarily using the effective interest method. Unamortized discounts are written off and included in our gain or loss calculations tothe extent we extinguish debt prior to its original maturity date.88CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Fair ValueThe fair value of debt has been calculated primarily based on the borrowing rates available as of December 31, 2018 based on market quotes of our publiclytraded debt. We classify the fair value of debt within Level 1 and Level 2 in the fair value hierarchy.CRC Term Loan and Revolving Credit FacilityOn December 22, 2017, CRC entered into a new $5.7 billion senior secured credit facility (the “CRC Senior Secured Credit Facilities”), including a $1.0billion five-year revolving credit facility (the “CRC Revolving Credit Facility”) and a $4.7 billion seven-year first lien term loan (the “CRC Term Loan”).The CRC Senior Secured Credit Facilities were funded and closed pursuant to the Credit Agreement, dated as of December 22, 2017 (the “CRC CreditAgreement”).The CRC Term Loan matures in 2024. The CRC Revolving Credit Facility matures in 2022 and includes a letter of credit sub-facility. The CRC Term Loanrequires scheduled quarterly principal payments in amounts equal to 0.25% of the original aggregate principal amount, with the balance due at maturity. TheCRC Credit Agreement also includes customary voluntary and mandatory prepayment provisions, subject to certain exceptions. As of December 31, 2018,$100 million was outstanding under the CRC Revolving Credit Facility and approximately $36 million was committed to outstanding letters of credit.Borrowings under the CRC Credit Agreement bear interest at a rate equal to either (a) LIBOR adjusted for certain additional costs, subject to a floor of 0% or(b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50%, (ii) the prime rate as determined by Credit Suisse AG, CaymanIslands Branch, as administrative agent under the CRC Credit Agreement and (iii) the one-month adjusted LIBOR rate plus 1.00%, in each case plus anapplicable margin. Such applicable margin shall be (a) with respect to the CRC Term Loan, 2.75% per annum in the case of any LIBOR loan or 1.75% perannum in the case of any base rate loan and (b) in the case of the CRC Revolving Credit Facility, 2.25% per annum in the case of any LIBOR loan and 1.25%per annum in the case of any base rate loan, subject in the case of the CRC Revolving Credit Facility to two 0.125% step-downs based on CRC’s seniorsecured leverage ratio (“SSLR”), the ratio of first lien senior secured net debt to adjusted earnings before interest, taxes, depreciation and amortization.In addition, CRC is required to pay a commitment fee in respect of any commitments under the CRC Revolving Credit Facility in the amount of 0.50% of theprincipal amount of the commitments, subject to step-downs to 0.375% and 0.25% based upon CRC’s SSLR. CRC is also required to pay customary agencyfees as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for LIBOR borrowings on the dollar equivalentof the daily stated amount of outstanding letters of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges and afronting fee in an amount equal to 0.125% of the daily stated amount of such letter of credit.CRC NotesOn October 16, 2017, CRC Escrow Issuer LLC (“Escrow Issuer”) and CRC Finco. Inc., then both wholly owned subsidiaries of CEC, issued $1.7 billionaggregate principal amount of 5.25% senior notes due 2025 (the “CRC Notes”). On December 22, 2017, Escrow Issuer merged with and into CRC, with CRCas the surviving entity and issuer of the CRC Notes.CEOC LLC Term Loan and Revolving Credit FacilityAs part of the acquisition of OpCo on the Effective Date, we assumed debt that was issued in connection with CEOC’s emergence from bankruptcy includinga $1.235 billion term loan (the “CEOC LLC Term Loan”) pursuant to a Credit Agreement dated as of October 6, 2017 (the “CEOC LLC Credit Agreement”).In addition, OpCo had a $200 million revolving credit facility under the CEOC LLC Credit Agreement (the “CEOC LLC Revolving Credit Facility”).The CEOC LLC Term Loan matures in 2024 and the CEOC LLC Revolving Credit Facility matures in 2022 and includes a letter of credit sub-facility. TheCEOC LLC Term Loan requires scheduled quarterly principal payments in amounts equal to 0.25% of the original aggregate principal amount, with thebalance due at maturity. The CEOC LLC Credit Agreement also includes customary voluntary and mandatory prepayment provisions, subject to certainexceptions. As of December 31, 2018, no borrowings were outstanding under the CEOC LLC Revolving Credit Facility and approximately $39 million wascommitted to outstanding letters of credit.On December 18, 2017, CEOC LLC completed a $265 million incremental term loan facility (the “Incremental Term Loan”) under the CEOC LLC CreditAgreement. The Incremental Term Loan is structured as an add-on to the existing CEOC LLC Term Loan and has the same terms as the existing CEOC LLCTerm Loan, including the same applicable interest rate and the same amortization and maturity date.89CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Borrowings under the CEOC LLC Credit Agreement bear interest at a rate equal to either (a) LIBOR adjusted for certain additional costs, subject to a floor of0% or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50%, (ii) the prime rate as determined by Credit Suisse AG,Cayman Islands Branch, as administrative agent under the CEOC LLC Credit Agreement and (iii) the one-month adjusted LIBOR rate plus 1.00%, in eachcase plus an applicable margin.On April 16, 2018, CEOC LLC entered into Amendment No. 1 to the CEOC LLC Credit Agreement (the “CEOC LLC Credit Agreement Amendment”) that,among other things, reduced the interest rate margins applicable to the CEOC LLC Term Loan (including the Incremental Term Loan).After giving effect to the CEOC LLC Credit Agreement Amendment, the applicable margins under the CEOC LLC Credit Agreement are (a) with respect tothe CEOC LLC Term Loan, (including the Incremental Term Loan), 2.00% per annum in the case of any LIBOR loan or 1.00% per annum in the case of anybase rate loan and (b) in the case of the CEOC LLC Revolving Credit Facility, 2.00% per annum in the case of any LIBOR loan and 1.00% per annum in thecase of any base rate loan, subject in the case of the CEOC LLC Revolving Credit Facility to two 0.125% step-downs based on CEOC LLC’s SSLR.In addition, CEOC LLC is required to pay a commitment fee in respect of any commitments under the CEOC LLC Revolving Credit Facility in the amount of0.50% of the principal amount of the commitments, subject to step-downs to 0.375% and 0.25% based upon CEOC LLC’s SSLR. CEOC LLC is also requiredto pay customary agency fees as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for LIBOR borrowingson the dollar equivalent of the daily stated amount of outstanding letters of credit, plus such letter of credit issuer’s customary documentary and processingfees and charges and a fronting fee in an amount equal to 0.125% of the daily stated amount of such letter of credit.CEC Convertible NotesOn the Effective Date, CEC issued $1.1 billion aggregate principal amount of 5.00% convertible senior notes maturing in 2024 to CEOC’s creditors pursuantto the terms of the Plan. The CEC Convertible Notes were issued pursuant to the Indenture, dated as of October 6, 2017.The CEC Convertible Notes are convertible at the option of holders into a number of shares of CEC common stock that is equal to approximately 0.139shares of CEC common stock per $1.00 principal amount of CEC Convertible Notes, which is equal to an initial conversion price of $7.19 per share. If all theshares were issued on the Effective Date, they would have represented approximately 17.9% of the shares of CEC common stock outstanding on a fullydiluted basis. The holders of the CEC Convertible Notes can convert them at any time after issuance. CEC can convert the CEC Convertible Notes beginningin October 2020 if the last reported sale price of CEC common stock equals or exceeds 140% of the conversion price for the CEC Convertible Notes in effecton each of at least 20 trading days during any 30 consecutive trading day period. CEC does not have any other redemption rights under the CEC ConvertibleNotes. As of December 31, 2018, an immaterial amount of the CEC Convertible Notes were converted into shares of CEC common stock. An aggregate of 156million shares of CEC common stock, of which 151 million shares are net of amounts held by CEC, are issuable upon conversion of the CEC ConvertibleNotes. As of December 31, 2018, the remaining life of the CEC Convertible Notes is 5.75 years.The Company has determined that the CEC Convertible Notes contain derivative features that require bifurcation. We separately account for the liabilitycomponent and equity conversion option of the CEC Convertible Notes. The portion of the overall fair value allocated to the liability was calculated byusing a market-based approach without the conversion features included. The difference between the overall instrument value and the value of the liabilitycomponent was assumed to be the value of the equity component. See Note 8 for more information on the CEC Convertible Notes’ fair value measurements.90CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Summary of Debt and Revolving Credit Facility Cash Flows from Financing Activities in 2018(In millions)Proceeds Repayments Loss on Extinguishment ofDebtCRC Revolving Credit Facility$700 $(600) $—CRC Term Loan— (47) —CEOC LLC Term Loan (1)467 (482) (1)Other debt activity— (1) —Total$1,167 $(1,130) $(1)____________________(1) Includes amounts related to Amendment No. 1 to the CEOC LLC Credit Agreement discussed above.Terms of Outstanding DebtRestrictive CovenantsThe CRC Credit Agreement, CEOC LLC Credit Agreement, as amended, and the indentures related to the CRC Notes contain covenants which are standardand customary for these types of agreements. These include negative covenants, which, subject to certain exceptions and baskets, limit the ability of CRCand certain of its subsidiaries, and CEOC LLC and certain of its subsidiaries, respectively, to (among other items) incur additional indebtedness, makeinvestments, make restricted payments, including dividends, grant liens, sell assets and make acquisitions. The indenture related to the CEC ConvertibleNotes contains covenants including negative covenants, which, subject to certain exceptions, limit the Company’s ability to (among other items) incuradditional indebtedness, make investments, make restricted payments, including dividends, grant liens, sell assets, and make acquisitions.The CRC Revolving Credit Facility and CEOC LLC Revolving Credit Facility include maximum first-priority net SSLR financial covenants of 6.35:1 and3.50:1, respectively, which are applicable solely to the extent that certain testing conditions are satisfied.GuaranteesThe borrowings under the CRC Credit Agreement and CEOC LLC Credit Agreement, as amended, are guaranteed by the material, domestic, wholly ownedsubsidiaries of CRC and CEOC LLC, respectively, (subject to exceptions) and substantially all of the applicable existing and future property and assets ofCRC or CEOC LLC, respectively, and their respective subsidiary guarantors serve as collateral for the respective borrowings.The CRC Notes are guaranteed on a senior unsecured basis by each wholly owned, domestic subsidiary of CRC that is a subsidiary guarantor with respect tothe CRC Senior Secured Credit Facilities.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 toCEC via dividend, loan or transfer was approximately $3.2 billion as of both December 31, 2018 and 2017.Note 13 — Stockholders’ EquityShare Repurchase ProgramOn May 2, 2018, the Company announced that our Board of Directors authorized a Share Repurchase Program (the “Repurchase Program”) to repurchase upto $500 million of our common stock. On August 10, 2018, the Company announced that our Board of Directors increased its share repurchase authorizationto $750 million of our common stock. Repurchases may be made at the Company’s discretion from time to time on the open market or in privately negotiatedtransactions. The Repurchase Program has no time limit, does not obligate the Company to make any repurchases, and may be suspended for periods ordiscontinued at any time. Any shares acquired are available for general corporate purposes. During the year ended December 31, 2018, we repurchasedapproximately 31 million shares for approximately $311 million under the program recorded in Treasury stock.91CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Note 14 — Earnings Per ShareBasic earnings per share (“EPS”) is computed by dividing the applicable income amounts by the weighted-average number of shares of common stockoutstanding. Diluted earnings per share is computed by dividing the applicable income amounts by the sum of weighted-average number of shares ofcommon stock outstanding and dilutive potential common stock.For a period in which Caesars generated a net loss, the weighted-average basic shares outstanding was used in calculating diluted loss per share because usingdiluted shares would have been anti-dilutive to loss per share.Basic and Dilutive Net Earnings Per Share Reconciliation Years Ended December 31,(In millions, except per share data)2018 2017 2016Income/(loss) from continuing operations attributable to Caesars, net of income taxes$303 $(368) $(6,429)Income from discontinued operations attributable to Caesars, net of income taxes— — 3,380Net income/(loss) attributable to Caesars303 (368) (3,049)Dilutive effect of CEC Convertible Notes, net of tax42 — —Adjusted net income/(loss) attributable to Caesars$345 $(368) $(3,049) Weighted-average common shares outstanding - basic686 279 146Dilutive potential common shares: Stock-based compensation awards4 — —Dilutive potential common shares: CEC Convertible Notes151 — —Weighted-average common shares outstanding - diluted841 279 146 Basic earnings/(loss) per share from continuing operations$0.44 $(1.32) $(43.96)Basic earnings per share from discontinued operations— — 23.11Basic earnings/(loss) per share$0.44 $(1.32) $(20.85) Diluted earnings/(loss) per share from continuing operations$0.41 $(1.32) $(43.96)Diluted earnings per share from discontinued operations— — 23.11Diluted earnings/(loss) per share$0.41 $(1.32) $(20.85)Weighted-Average Number of Anti-Dilutive Shares Excluded from Calculation of EPS Years Ended December 31,(In millions)2018 2017 2016Stock-based compensation awards11 21 19CEC Convertible Notes— 36 —Total anti-dilutive common stock11 57 19Note 15 — Revenue RecognitionAdoption of New Revenue Recognition StandardIn May 2014, the FASB issued a new standard related to revenue recognition, ASU 2014-09, Revenue from Contracts with Customers. We adopted thestandard effective January 1, 2018, using the full retrospective method, which requires the Company to recast each prior reporting period presented consistentwith the new standard. The most significant effects of adopting the new standard related to the accounting for our Caesars Rewards customer loyalty programand casino promotional allowances.Caesars Rewards affects revenue from our four core businesses: casino entertainment, food and beverage, rooms and hotel, and entertainment and otherbusiness operations. Previously, the Company accrued a liability based on the estimated cost of fulfilling the redemption of Reward Credits, afterconsideration of estimated forfeitures (referred to as “breakage”), based upon the cost of historical redemptions. Upon adoption of the new accountingstandard, Reward Credits are no longer recorded at cost, and a92CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)deferred revenue model is used to account for the classification and timing of revenue recognized as well as the classification of related expenses whenReward Credits are redeemed. This results in a portion of casino revenues being recorded as deferred revenue as Reward Credits are earned. Revenue isrecognized in a future period based on when and for what good or service the Reward Credits are redeemed (e.g., a hotel room).Additionally, we previously recorded promotional allowances in a separate line item within net revenues. As part of adopting the new standard, promotionalallowances are no longer presented separately. Alternatively, revenue is recognized based on relative standalone selling prices for transactions with morethan one performance obligation. For example, when a casino customer is given a complimentary room, we are required to allocate a portion of the casinorevenues earned from the customer to rooms revenues based on the standalone selling price of the room. As a result of this change, we are reportingsubstantially lower casino revenues; however, this change, and other less significant adjustments that were required upon adoption, did not have anaggregate material effect on total net revenues, operating income, net income, or cash flows.Effect of Adopting New Revenue Recognition Standard - Balance Sheets(In millions)Previously Reported ASC Adjustments As RecastDecember 31, 2017 Receivables, net$496 $(2) $494Property and equipment, net (1)16,228 (74) 16,154Accrued expenses and other current liabilities (2)1,459 (133) 1,326Contract liabilities (2)— 129 129Financing obligations (1)9,429 (74) 9,355Deferred credits and other liabilities1,473 1 1,474Stockholders’ equity3,296 1 3,297December 31, 2016 Stockholders’ deficit(1,609) 2 (1,607)December 31, 2015 Stockholders’ equity2,039 3 2,042____________________(1) The conditions that were considered prohibited forms of continuing involvement related to our sale of the Golf Course Properties (see Note 11) are no longer consideredcontinuing involvement under the new revenue recognition standard. As a result of adopting the new standard on a full retrospective basis, we are now reflecting this transactionas a completed sale in the period in which it occurred.(2) Adjustments are primarily related to the reclassification of assets and liabilities in accordance with the new accounting and disclosure requirements.93CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Effect of Adopting New Revenue Recognition Standard - Statements of Operations Year Ended December 31, 2017 Year Ended December 31, 2016(In millions)Prior to Adoption Post Adoption Prior to Adoption Post AdoptionRevenues Casino$2,865 $2,168 $2,177 $1,608Food and beverage938 982 788 822Rooms1,054 1,074 923 950Other revenue626 584 527 497Management fees— 12 — —Reimbursed management costs48 48 — —Casino promotional allowances(679) — (538) —Net revenues4,852 4,868 3,877 3,877Operating expenses Direct Casino1,521 1,213 1,128 890Food and beverage446 693 383 572Rooms276 360 249 318Property, general, administrative, and other1,133 1,124 1,166 1,147Reimbursable management costs48 48 — —Depreciation and amortization628 626 439 439Corporate expense204 202 194 194Other operating costs64 65 91 91Total operating expenses4,320 4,331 3,650 3,651Income from operations532 537 227 226Interest expense(774) (773) (599) (599)Gain on deconsolidation of subsidiaries30 31 — —Restructuring and support expenses(2,028) (2,028) (5,729) (5,729)Loss on extinguishment of debt(232) (232) — —Other income/(loss)95 95 (29) (29)Loss from continuing operations before income taxes(2,377) (2,370) (6,130) (6,131)Income tax benefit/(provision)1,995 1,995 (327) (327)Loss from continuing operations, net of income taxes(382) (375) (6,457) (6,458)Discontinued operations, net of income taxes— — 3,380 3,380Net loss(382) (375) (3,077) (3,078)Net loss attributable to noncontrolling interests7 7 29 29Net loss attributable to Caesars$(375) $(368) $(3,048) $(3,049)Accounting PoliciesWe analyze our revenues based upon the type of services we provide and the geographic location of the related property. We recognize revenue when controlover the goods and services we provide has transferred to the customer, which is generally when the services are performed and when we have no substantiveperformance obligation remaining. Sales and other taxes collected from customers on behalf of governmental authorities are accounted for on a net basis andare not included in net revenues or operating expenses.Casino RevenuesCasino revenues include revenues generated by our casino operations and casino related activities such as poker, pari-mutuel wagering, and tournaments, lesssales incentives and other adjustments. Casino revenues are measured by the aggregate net difference between gaming wins and losses. Jackpots, other thanthe incremental amount of progressive jackpots, are recognized at the time they are won by customers. We accrue the incremental amount of progressivejackpots as the progressive machine is played, and the progressive jackpot amount increases, with a corresponding reduction to casino revenues. Fundsdeposited by94CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)customers in advance along with chips and slot vouchers in a customer’s possession are recorded in Accrued expenses and other current liabilities on ourBalance Sheets until such amounts are redeemed or used in gaming play by the customer.Non-Gaming RevenuesRooms revenue, food and beverage revenue, and entertainment and other revenue include: (i) the actual amounts paid for such services (less any amountsallocated to unperformed performance obligations, such as Reward Credits described below); (ii) the value of Reward Credits redeemed for such services; and(iii) the portion of the transaction price allocated to complimentary goods or services provided in conjunction with other revenue-generating activities.Rooms revenue is generally recognized over time, consistent with the customer’s reservation period. Food and beverage and entertainment and otherrevenues are recognized at the point in time the services are performed or events are held. Amounts paid in advance, such as advance deposits on rooms andadvance ticket sales, are recorded as a liability until the goods or services are provided to the customer (see Contract Liabilities below).Other RevenueOther revenue primarily includes revenue from third-party real estate leasing arrangements at our properties. Rental income is recognized ratably over thelease term with contingent rental income being recognized when the right to receive such rental income is established according to the lease agreements.Reimbursed Management CostsReimbursable management costs are presented on a gross basis as revenue and expense, thus resulting in no net impact on operating income.Caesars Rewards Loyalty ProgramCaesars’ customer loyalty program, Caesars Rewards, grants Reward Credits to Caesars Rewards Members based on on-property spending, including gaming,hotel, dining, and retail shopping at all Caesars-affiliated properties. Members may redeem Reward Credits for complimentary or discounted goods andservices such as rooms, food and beverages, merchandise, free play, entertainment, and travel accommodations. Members are able to accumulate RewardCredits over time that they may redeem at their discretion under the terms of the program. A member’s Reward Credit balance is forfeited if the member doesnot earn at least one Reward Credit during a continuous six-month period.Because of the significance of the Caesars Rewards program and the ability for customers to accumulate Reward Credits based on their past play, we havedetermined that Reward Credits granted in conjunction with other earning activity represent a performance obligation. As a result, for transactions in whichReward Credits are earned, we allocate a portion of the transaction price to the Reward Credits that are earned based upon the relative standalone sellingprices (“SSP”) of the goods and services involved. When the activity underlying the “earning” of the Reward Credits has a wide range of selling prices and ishighly variable, such as in the case of gaming activities, we use the residual approach in this allocation by computing the value of the Reward Credits asdescribed below and allocating the residual amount to the gaming activity. This allocation results in a significant portion of the transaction price beingdeferred and presented as a Contract liability on our accompanying Balance Sheets. Any amounts allocated to Contract liabilities are recognized as revenuewhen the Reward Credits are redeemed in accordance with the specific recognition policy of the activity for which the credits are redeemed. This balance isfurther described below under Contract Liabilities.Our Caesars Rewards loyalty program includes various tiers that offer different benefits, and members are able to earn credits towards tier status, whichgenerally enables them to receive discounts similar to those provided as complimentaries described below. We have determined that any such discountsreceived as a result of tier status do not represent material rights, and therefore, we do not account for them as distinct performance obligations.We have determined the SSP of a Reward Credit by computing the redemption value of credits expected to be redeemed. Because Reward Credits are nototherwise independently sold, we analyzed all Reward Credit redemption activity over the preceding calendar year and determined the redemption valuebased on the fair market value of the goods and services for which the Reward Credits were redeemed. We have applied the practical expedient under theportfolio approach to our Reward Credit transactions because of the similarity of gaming and other transactions and the homogeneity of Reward Credits.As part of determining the SSP for Reward Credits, we also determined that there is generally an amount of Reward Credits that is not redeemed, which isconsidered “breakage.” We recognize the expected breakage proportionally with the pattern of revenue95CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)recognized related to the redemption of Reward Credits. We periodically reassess our customer behaviors and revise our expectations as deemed necessary ona prospective basis.ComplimentariesAs part of our normal business operations, we often provide lodging, transportation, food and beverage, entertainment, free play and other goods and servicesto our customers at no additional charge. Alternatively, Reward Credits can be redeemed for these services. Both are considered complimentaries. Suchcomplimentaries are provided in conjunction with other revenue‑earning activities and are generally provided to encourage additional customer spending onthose activities. Accordingly, we allocate a portion of the transaction price we receive from such customers to the complimentary goods and services. Weperform this allocation based on the SSP of the underlying goods and services, which is determined based upon the weighted-average cash sales pricesreceived for similar services at similar points during the year.Receivables and Contract LiabilitiesWe issue credit to approved casino customers following investigations of creditworthiness. Business or economic conditions or other significant events couldaffect the collectibility of these receivables. Accounts receivable are 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 aggressivelypursue collection from those customers who fail to pay their marker balances timely. These collection efforts include the mailing of statements anddelinquency notices, personal contacts, the use of outside collection agencies and civil litigation. Markers are generally legally enforceable instruments inthe United States. Markers are not legally enforceable instruments in some foreign countries, but the United States assets of foreign customers may be reachedto satisfy judgments entered in the United States. We consider the likelihood and difficulty of enforceability, among other factors, when we issue credit tocustomers who are not residents of the United States.Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received.We reserve an estimated amount for gaming receivables that may not be collected to reduce the Company’s receivables to their net carrying amount.Methodologies for estimating the allowance for doubtful accounts range from specific reserves to various percentages applied to aged receivables. Historicalcollection rates are considered, as are customer relationships, in determining specific reserves. As with many estimates, management must make judgmentsabout potential actions by third parties in establishing and evaluating our reserves for allowance for doubtful accounts. Receivables are reported net of theallowance for doubtful accounts.Receivables As of December 31,(In millions)2018 2017 2016Casino$188 $173 $75Food and beverage and rooms62 59 46Entertainment and other77 79 26Contract receivables, net327 311 147Other130 183 20Receivables, net$457 $494 $16796CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Allowance for Doubtful Accounts(In millions)Contracts Other TotalBalance as of January 1, 2016$35 $13 $48Provision for doubtful accounts11 — 11Write-offs less recoveries(25) 7 (18)Balance as of December 31, 201621 20 41Provision for doubtful accounts9 (1) 8Write-offs less recoveries14 (32) (18)OpCo consolidation (1)— 20 20Balance as of December 31, 201744 7 51Provision for doubtful accounts17 4 21Write-offs less recoveries(18) (7) (25)Balance as of December 31, 2018$43 $4 $47____________________(1) See Note 4 for further details relating to the acquisition of OpCo.Contract Liabilities(In millions)Caesars Rewards Customer Advances TotalBalance as of January 1, 2017$— $63 $63Amount recognized from the beginning balance— (56) (56)Amount earned and recognized within the period(19) 34 15OpCo consolidation (1)81 28 109Balance as of December 31, 2017 (2)62 69 131Amount recognized during the period (3)(144) (440) (584)Amount accrued during the period148 454 602Balance as of December 31, 2018 (4)$66 $83 $149____________________(1) See Note 4 for further details relating to the acquisition of OpCo.(2) $2 million included within Deferred credits and other liabilities as of December 31, 2017.(3) Includes $35 million for Caesars Rewards and $62 million for Customer Advances recognized from the December 31, 2017 Contract liability balances.(4) $5 million included within Deferred credits and other liabilities as of December 31, 2018.Generally, customer advances and their corresponding performance obligations are satisfied within 12 months of the date of receipt of advanced payment.While Rewards Credits are generally redeemed by customers over a four-year period from when they were earned, of the total Reward Credits expected to beredeemed, approximately 90% are redeemed within one year and approximately 10% are redeemed beyond one year.Note 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 (“RSUs”),performance stock units (“PSUs”), restricted stock awards, stock grants, or a combination of awards. Forfeitures are recognized in the period in which theyoccur.Prior Performance Incentive PlansPrior performance incentive plans include the Caesars Interactive Entertainment, Inc. Amended and Restated Management Equity Incentive Plan and theCaesars Acquisition Company 2014 Performance Incentive Plan. No awards issued under these plans are outstanding as of December 31, 2018 and 2017, as aresult of the sale of Caesars Interactive Entertainment’s (“CIE”) social and mobile games business (the “SMG Business”) as described in Note 19 and the CACMerger described in Note 1.97CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)In July 2017, we adopted the Caesars Entertainment Corporation 2017 Performance Incentive Plan, (the “2017 Incentive Plan”) upon approval of theCompany’s stockholders and, upon adoption, awards are no longer granted under the Caesars Entertainment Corporation 2012 Performance Incentive Plan, asamended, (the “2012 Incentive Plan”). As of December 31, 2018, there were approximately 8 million options outstanding under the 2012 Incentive Plan,which will expire between years 2022 and 2025. As of December 31, 2018, there were approximately 2 million RSUs outstanding under the 2012 IncentivePlan.2017 Performance Incentive PlanThe 2017 Incentive Plan allows for the granting of equity based awards for directors, employees, officers and consultants or advisers who render services toCaesars Entertainment or its subsidiaries. Under the 2017 Incentive Plan, a total of 25 million shares of our common stock have been authorized for issuance.No options have been granted under the 2017 plan. RSUs granted under the 2017 Incentive Plan generally vest ratably over four years. PSUs vest over threeyears. The number of unissued common shares reserved for future grants under the plan is 9 million as of December 31, 2018.Caesars Entertainment Stock Option Activity Shares Weighted AverageExercise Price Weighted AverageRemainingContractual Term(years) Aggregate IntrinsicValue(in millions)Outstanding as of December 31, 20179,227,890 $10.36 3.9 $35Exercised(746,332) 7.58 Forfeited(46,519) 8.64 Expired(74,674) 9.97 Outstanding as of December 31, 20188,360,365 10.63 2.8 —Vested and expected to vest as of December 31, 20188,360,365 10.63 2.8 —Exercisable as of December 31, 20187,338,503 9.12 2.7 —Caesars Entertainment Stock Option Exercises Years Ended December 31,(Dollars in millions)2018 2017 2016Option Exercises: Number of options exercised746,332 1,249,640 11,101Cash received for options exercised (1)$6 $8 $—Aggregate intrinsic value of options exercised (1)$3 $7 $—____________________(1) 2016 amounts are immaterial.Caesars Entertainment Restricted Stock Unit ActivityDuring the year ended December 31, 2018, we granted RSUs to employees of Caesars Entertainment with an aggregate fair value of $46 million. Each RSUrepresents the right to receive payment in respect of one share of the Caesars Entertainment’s common stock. The following table summarizes the activity ofCaesars Entertainment’s RSUs during the year ended December 31, 2018. Units Weighted AverageFair Value (1)Outstanding as of December 31, 201717,274,659 $11.22Granted4,177,558 10.93Vested(6,550,480) 10.36Forfeited(1,446,645) 11.59Outstanding as of December 31, 201813,455,092 11.51____________________(1) Represents the weighted average grant date fair value of RSUs, which is the share price of our common stock on the grant date.98CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)The fair value of RSUs vested during the years ended December 31, 2018, 2017, and 2016, was $72 million, $29 million, and $23 million, respectively.Caesars Entertainment Performance Stock Unit ActivityIn April 2018, the Company granted approximately 1.6 million PSUs that are scheduled to vest in three equal tranches over a three-year period. On eachvesting date, recipients will receive between 0% and 200% of the granted PSUs in the form of CEC common stock based on the achievement of specifiedperformance service conditions. Based on the terms and conditions of the awards, the fair value of the PSUs was initially set equal to the quoted market priceof our common stock on the date of grant. The grant date fair value is reassessed at each reporting date to reflect the market price of our common stock until amutual understanding of the key terms and conditions of the awards between the Company and recipient is achieved. The following table summarizes theactivity of Caesars Entertainment’s PSUs during the year ended December 31, 2018. Units Weighted Average FairValue (1)Outstanding as of December 31, 2017— $—Granted1,569,801 10.78Forfeited(103,618) 10.80Outstanding as of December 31, 20181,466,183 6.79____________________(1) Grant date fair value, for which compensation expense of these awards is measured, has not been achieved. This represents the quoted market price of our common stock on thedates indicated.Unrecognized Compensation CostAs of December 31, 2018, there was $126 million of total unrecognized compensation cost related to Caesars Entertainment stock-based compensation plans,which is expected to be recognized over a remaining weighted-average period of 2.4 years.CIE Stock-Based Compensation PlanHistorically, CIE granted stock-based compensation awards in CIE common stock to its employees, directors, service providers and consultants in accordancewith the Caesars Interactive Entertainment, Inc. Amended and Restated Management Equity Incentive Plan. These awards were classified as liability-basedinstruments and were re-measured at their fair value at each reporting date.As described in Note 19, in September 2016, CIE sold its SMG Business, which represented the majority of CIE’s operations, and the SMG Business has beenpresented as discontinued operations. Upon the closing of the SMG Business sale, all outstanding CIE stock-based compensation awards were deemed fullyvested and were subsequently paid in cash in connection with the closing of the SMG Business sale. The portion of CIE’s stock-based compensation expensedirectly identifiable with employees of the SMG Business was reclassified to discontinued operations for all periods presented in the Statements ofOperations. The portion of CIE’s stock-based compensation expense not directly identifiable with employees of the SMG Business was included in Property,general, administrative, and other in the Statements of Operations.99CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)CIE Stock Option Grants and Exercises(Dollars in millions, except per share data)Year EndedDecember 31, 2016Options Granted: Number of options granted during period377Weighted average grant-date fair value per share (1)$5,404.93Weighted average exercise price per share$19,166.18 Option Exercises: Number of options exercised909Cash received for options exercised$2Aggregate intrinsic value of options exercised$13____________________(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-Scholesoption-pricing model for time-based options. Assumptions Used to Estimate CIE Option Value Year EndedDecember 31, 2016Expected range of volatility40.5% - 44.6%Expected dividend yield—%Expected range of term (in years)0.8 - 4.2Risk-free interest rate range0.5% - 1.2%Composition of Stock-Based Compensation Expense (All Plans) Years Ended December 31,(In millions)2018 2017 2016 (1)Corporate expense$60 $36 $37Property, general, administrative, and other19 7 195Total stock-based compensation expense$79 $43 $232____________________(1) Includes $189M related to CIE stock-based compensation expense for the year ended December 31, 2016.Note 17 — Deferred Compensation and Employee Benefit PlansDeferred CompensationOn December 6, 2018, we adopted the Caesars Entertainment Corporation Executive Supplemental Savings Plan III and the Caesars EntertainmentCorporation Outside Director Deferred Compensation Plan, effective January 1, 2019. These plans are unfunded, nonqualified deferred compensation plans.Payment obligations pursuant to the plans are unsecured general obligations of the Company and affiliates of the Company employing participants in theESSP III. There is no liability as of December 31, 2018.Deferred Compensation PlansAs of December 31, 2018, certain current and former employees of Caesars, and our subsidiaries and affiliates, have balances under: (i) the Harrah’sEntertainment, Inc. Executive Supplemental Savings Plan, (ii) the Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan II, (iii) the Park PlaceEntertainment Corporation Executive Deferred Compensation Plan, (iv) the Harrah’s Entertainment, Inc. Deferred Compensation Plan, and (v) the Harrah’sEntertainment, Inc. Executive Deferred Compensation Plan (collectively, the “existing deferred compensation plans”). These plans are deferred compensationplans that allow certain employees an opportunity to save for retirement 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 upontheir selected investment alternatives, which are reflected in their deferral accounts. The total liability100CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)recorded in Deferred credits and other liabilities for these plans was $53 million and $63 million as of December 31, 2018 and 2017, respectively.Trust AssetsCEC is a party to a trust agreement (the “Trust Agreement”) and an escrow agreement related to a settlement agreement where CEC assumed all obligations toCEOC plan participants under or with respect to all five of the existing deferred compensation plans contemporaneously with the Effective Date (the “EscrowAgreement”), each structured as so-called “rabbi trust” arrangements, which holds assets that may be used to satisfy obligations under the existing deferredcompensation plans above. Amounts held pursuant to the Trust Agreement and the Escrow Agreement were approximately $99 million and $125 million asof December 31, 2018 and 2017, respectively, and have been reflected within Deferred charges and other assets on the Balance Sheets.Savings and Retirement PlanWe maintain a defined contribution savings and retirement plan that allows employees to make pre-tax and after-tax contributions. Under the plan,participating employees may elect to contribute up to 50% of their eligible earnings (subject to Internal Revenue Service (“IRS”) rules and regulations).Participating employees become vested in matching contributions on a pro-rata basis over five years of credited service. Prior to January 1, 2018,participating employees were eligible to receive a company match of 50% up to 6% of eligible earnings that the individual elected to contribute with anindividual cap of $600. During 2018, the company match was the greater of 25% up to 6% of earnings that the individual elected to contribute with no cap or50% up to 6% of eligible earnings that the individual elected to contribute with an individual cap of $600. Beginning January 1, 2019, the match increasesto 50% up to 6% of eligible earnings that the individual elects to contribute with no individual cap (subject to further limitations for certain higher-salariedemployees). Our contribution expense for this plan was $14 million, $7 million, and $6 million for the years ended December 31, 2018, 2017, and 2016,respectively.Pension CommitmentsWe have a defined benefit plan for employees of our London Clubs International subsidiary that provides benefits based on final pensionable salary. Theplan is no longer accepting participants or employee contributions. The assets of 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. Annual contributions are made as required. We account for this planunder the immediate recognition method, under which actuarial gains and losses are recognized in our Statements of Operations in the year in which thegains and losses occur rather than deferring them into Other comprehensive income/(loss) and amortizing them over future periods. Any such amounts arerecorded in the fourth quarter of each year, and during 2018 and 2017, we recognized a gain of $19 million and a loss of $1 million, respectively. Theseamounts do not reflect current compensation costs and are recorded outside of Income from operations, within Other income/(loss) on our Statements ofOperations.As of December 31, 2018 and 2017, total plan assets were $180 million and $212 million, respectively, with projected benefit obligations totaling $217million and $278 million, respectively, resulting in a net pension liability of $37 million and $66 million, respectively, which is recorded within Deferredcredits and other liabilities on our Balance Sheets. As of December 31, 2018, our estimated long-term expected return on assets for this plan is 4.9% witha 2.9% discount rate. For the year ended December 31, 2018, we contributed $6 million to the plan, which we expect to remain consistent annually.Multi-employer Pension PlansThe Company contributes to a number of multi-employer defined benefit pension plans under the terms of collective-bargaining agreements that cover itsunion-represented employees. The risks of participating in these multi-employer plans are different from a single-employer plan in the following respects:i.Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers.ii.If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participatingemployers.iii.If the Company chooses to stop participating in some of its multi-employer plans, the Company may be required to pay those plans an amount basedon the underfunding of the plan, referred to as a “withdrawal liability.”101CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Multi-employer Pension Plan Participation Pension ProtectionAct Zone Status (1) Contributions(In millions) (2) Pension Fund EIN/Pension PlanNumber 2018 2017 FIP/RPStatus (3) 2018 2017 2016 SurchargeImposed Expiration Date ofCollective-BargainingAgreement (4)Southern Nevada Culinary andBartenders Pension Plan (5) 88-6016617/001 Green Green No $25 $19 $16 No May 31, 2023Legacy Plan of the NationalRetirement Fund (5)(6) 13-6130178/001 N/A Red N/A — 9 5 N/A N/ALegacy Plan of the UNITE HERERetirement Fund (6) 82-0994119/001 Red N/A Yes 15 — — No February 29, 2020Central Pension Fund of the IUOE &Participating Employers (7) 36-6052390/001 Green Green No 6 5 5 No March 31, 2021Western Conference of TeamstersPension Plan 91-6145047/001 Green Green No 5 4 4 No Various up to March 31,2023Local 68 Engineers Union PensionPlan (5)(8)(9) 51-0176618/001 Yellow Yellow No 1 1 — No April 30, 2020NJ Carpenters Pension Fund 22-6174423/001 Yellow Yellow Yes — — — No April 30, 2020Painters IUPAT 52-6073909/001 Yellow Yellow Yes 1 1 1 No Various up to June 30,2021Other Funds 2 1 2 Total Contributions $55 $40 $33 ____________________(1) Represents the Pension Protection Act zone status for applicable plan year beginning January 1, 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 theyellow zone 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 amortizationprovisions to calculate zone status.(2) Comparability to periods prior to the Effective Date are impacted by the consolidation of CEOC LLC in 2017.(3) Indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented.(4) The terms of the current agreement continue indefinitely until either party provides appropriate notice of intent to terminate the contract.(5) Employer provided more than 5% of the total contributions for the plan years ended 2017 and 2016. As of the date the financial statements were issued, Forms 5500 were notavailable for the 2018 plan year.(6) Effective January 1, 2018, the Legacy Plan of the National Retirement Fund (“NRF”) spun-off a portion of the plan into the newly created Legacy Plan of the UNITE HERERetirement Fund (“HERE Plan”). CEC contributes to the HERE Plan and we expect to provide more than 5% of the total contributions for the plan year ended 2018, but theForm 5500 is not yet available. CEC no longer contributes to the NRF.(7) Plan years begin February 1.(8) Plan years begin July 1.(9) The Plan has yet to provide an FIP. FIP status is not considered pending or implemented.In 2017, we reached an agreement with Hilton Hotels Corporation, whereby CEC received $12 million, of which $7 million was recorded in Deferred creditsand other liabilities and $5 million was recorded in Accrued expenses and other current liabilities on the Balance Sheet at December 31, 2017, in exchangefor assuming responsibility of a 31.75% funding liability of the Hilton Hotels Retirement Plan. These proceeds have been used to make quarterlycontributions, of which $5 million has been contributed for the year ended December 31, 2018. Once the proceeds are depleted, future contributions will beexpensed as incurred. $5 million of the remaining proceeds is recorded within Accrued expenses and other liabilities and $2 million is recorded withinDeferred credits and other liabilities on our balance sheet as of December 31, 2018.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 foreign and state NOLs, and other federal, state, and foreign deferred tax assets. NOLs andother federal, state, and foreign deferred tax assets were not deemed realizable based upon the Company’s recent history of taxable losses.On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). TheTax Act makes broad and complex changes to the U.S. tax code that affected our year ended102CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)December 31, 2017, including, but not limited to (i) reducing the U.S. federal corporate tax rate, (ii) changing rules related to uses and limitations of netoperating loss carryforwards created in tax years beginning after December 31, 2017, (iii) bonus depreciation that will allow for full expensing of qualifiedproperty, (iv) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries, and (v) a one-time transition tax on the mandatorydeemed repatriation of cumulative foreign earnings accumulated post 1986 through 2017 that were previously deferred from U.S. income taxes.The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance for the accounting of the effects of the Tax Act. SAB 118provides a measurement period that should not be extended past a year from the enactment date for companies to complete the accounting of the Tax Actunder ASC Topic 740, Income Taxes (“ASC 740”). Companies that do not complete the accounting under ASC 740 for the tax effects of the Tax Act mustrecord a provisional estimate of the tax effects of the Tax Act. If a provisional estimate cannot be determined, a company should continue to apply ASC 740based on the tax laws in effect immediately before the enactment of the Tax Act.As of December 31, 2018, the Company has completed the accounting for the tax effects of the Tax Act. During the year ended December 31, 2017, theCompany made a reasonable estimate of the effects on the existing deferred tax balances and accrued a provisional income tax benefit of approximately $1.2billion in the period ended December 31, 2017. The amount of the estimated income tax benefit was (i) $797 million related to the net deferred tax benefit ofthe corporate rate reduction and (ii) $442 million related to the net deferred tax benefit of deferred tax assets which were realizable due to the changing rulesrelated to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017. During the year endedDecember 31, 2018, the Company revised its estimate of the effects on the existing deferred tax balances as of December 31, 2017, and accrued an additionalprovisional income tax benefit of $82 million. The total amount of the revised estimated income tax benefit is (i) $710 million related to the net deferred taxbenefit of the corporate rate reduction, (ii) $569 million related to the net deferred tax benefit of deferred tax assets, which are now realizable due to thechanging rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017, and (iii) $42million relating to the net deferred tax benefit of state deferred tax assets, which are now realizable due to the changing rules related to interest expensedisallowance for those states which conform to the Tax Act.The Tax Act also includes provisions for Global Intangible Low-Taxed Income (“GILTI”), which imposes taxes on foreign income in excess of a deemedreturn on tangible assets of foreign corporations. Companies are allowed to make an accounting policy election of either (i) account for GILTI as acomponent of income tax expense in the period in which the Company is subject to the rules (the “period cost method”), or (ii) account for GILTI in theCompany’s measurement of deferred taxes (the “deferred method”). The Company has elected the period cost method.Effective January 1, 2018, we adopted ASU 2016-16, Income Taxes (Topic 740), which provides amended guidance regarding intra-entity transfers of assetsother than inventory and requires the recognition of any related income tax consequences when such transfers occur.We file income tax returns, including returns for our subsidiaries, with federal, state, and foreign jurisdictions. We are under regular and recurring audit by theIRS and various state taxing authorities on open tax positions, and it is possible that the amount of the liability for unrecognized tax benefits could changeduring the next 12 months.Components of Income/(Loss) Before Income Taxes from Continuing OperationsYears Ended December 31,(In millions)2018 2017 2016United States$205 $(2,374) $(6,129)Outside of the U.S.(22) 4 (2) $183 $(2,370) $(6,131)103CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Income Tax Benefit/(Provision) Years Ended December 31,(In millions)2018 2017 2016United States Current Federal$(9) $148 $(381)State(1) (7) (3)Deferred Federal170 1,835 46State(39) 23 10Outside of the U.S. Current(9) (4) 1Deferred9 — — $121 $1,995 $(327)Allocation of Income Tax Benefit/(Provision) Years Ended December 31,(In millions)2018 2017 2016Income tax benefit/(provision) applicable to: Income/(loss) from continuing operations$121 $1,995 $(327)Discontinued operations— — (730)Other comprehensive income3 — —Effective Income Tax Rate Reconciliation Years Ended December 31, 2018 2017 2016Statutory tax rate21.0 % 35.0 % 35.0 %Increases/(decreases) in tax resulting from: State taxes, net of federal tax benefit4.0 5.2 0.1Valuation allowance(70.4) (17.1) (22.9)Foreign income taxes2.3 (0.1) —Deferred tax benefit from changes in federal tax law(44.7) 52.1 —Stock-based compensation4.7 (0.2) (0.8)Acquisition of CEOC— 36.7 —Reserves for uncertain tax positions4.4 (4.6) (0.1)Current tax benefit from change in CGP operating agreement— 2.4 —Impairment of goodwill4.7 — —Nondeductible transaction costs6.6 (25.0) (16.8)Other1.3 (0.2) 0.2Effective tax rate(66.1)% 84.2 % (5.3)%104CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Temporary Differences Resulting in Deferred Tax Assets and Liabilities As of December 31,(In millions)2018 2017Deferred tax assets: State net operating losses$420 $426Federal net operating loss485 553Foreign net operating loss16 17Compensation programs81 97Allowance for doubtful accounts41 50Self-insurance reserves10 10Accrued expenses45 43Federal tax credits70 58Financing obligations2,445 2,319Golf course properties’ obligation35 30Investment in non-consolidated affiliates5 —Other debt-related items— 78Deferred revenue42 46Leases66 36Other— 14Subtotal3,761 3,777Less: valuation allowance1,302 1,513Total deferred tax assets2,459 2,264Deferred tax liabilities: Depreciation and other property-related items2,567 2,576Other debt-related items95 —Intangibles496 221Prepaid expenses20 24Other1 18Total deferred tax liabilities3,179 2,839Net deferred tax liability$720 $575Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existingdeferred tax assets. Due to ongoing losses from continuing operations, we project that future reversals of taxable temporary differences are not sufficient toprovide adequate taxable income to realize our deferred tax assets. Accordingly, we have a valuation allowance against the federal, state and foreign deferredtax assets that are not projected to be realizable.As of December 31, 2018 and 2017, we had federal NOL carryforwards of $2.6 billion and $2.9 billion, respectively. These NOLs will begin to expire in2030. In addition, we had federal general business tax credits and research tax credit carryforwards of $72 million, which will begin to expire in 2029.NOL carryforwards for our domestic subsidiaries for state income taxes were $9.0 billion and $8.9 billion as of December 31, 2018 and 2017, respectively.Due to the Company’s recent history of taxable losses, it is more likely than not that the benefit from certain state NOL carryforwards will not be realized.Accordingly, we have provided a valuation allowance on the deferred tax assets relating to these NOL carryforwards which will not more likely than not berealized. These state NOLs will begin to expire in 2019.NOL carryforwards for our foreign subsidiaries were $91 million and $95 million as of December 31, 2018 and 2017, respectively. Due to the Company’srecent history of taxable losses, it is more likely than not that the benefit from certain foreign NOL carryforwards will not be realized. Accordingly, we haveprovided a valuation allowance on the deferred tax assets relating to these NOL carryforwards which will not more likely than not be realized. These foreignNOLs do not expire.At December 31, 2018 and 2017, deferred income taxes have not been provided for basis differences in certain investments, primarily as a result of $38million of unremitted earnings in foreign subsidiaries which are indefinitely reinvested. Should these105CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)earnings be distributed in the future in the form of dividends or otherwise, we would be subject to withholding taxes payable to various jurisdictions whichwould not be significant.Reconciliation of Unrecognized Tax Benefits Years Ended December 31,(In millions)2018 2017 2016Balance as of beginning of year$162 $115 $3Additions based on tax positions related to the current year— 113 113Additions for tax positions of prior years13 1 —Reductions for tax positions for prior years(5) (92) (1)Acquisition of OpCo— 67 —Settlements(1) — —Effect of changes in federal tax law— (42) —Balance as of end of year$169 $162 $115We classify reserves for tax uncertainties within Accrued expenses and other current liabilities and Deferred credits and other liabilities in our Balance Sheets,separate from any related income tax payable or Deferred income taxes. Reserve amounts relate to any potential income tax liabilities resulting fromuncertain tax positions as well as potential interest or penalties associated with those liabilities.We accrue interest and penalties related to unrecognized tax benefits in income tax expense. During 2018, we increased our accrual by $2 million. During2017, we increased our accrual by $2 million (including the interest from OpCo unrecognized tax benefits acquired in 2017), and during 2016, we increasedour accrual by $3 million. There was an accrual for the payment of interest and penalties of $8 million, $5 million, and $3 million as of December 31, 2018,2017, and 2016, respectively. Included in the balances of unrecognized tax benefits as of December 31, 2018 and 2017 was approximately $145 million and$78 million, respectively, of unrecognized tax benefits that, if recognized, would impact the effective tax rate. There were $17 million unrecognized taxbenefits as of December 31, 2016 that, if recognized, would impact the effective 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 andforeign tax authorities. As of December 31, 2018, the tax years prior to 2015 are not subject to examination for U.S. tax purposes. As of December 31, 2018,the tax years prior to 2014 are no longer subject to examination for most of the foreign and state income tax jurisdictions as the statutes of limitations havelapsed.We believe that it is reasonably possible that the unrecognized tax benefits liability will not materially change within the next 12 months. Audit outcomesand the timing of audit settlements are subject to significant uncertainty. Although we believe that adequate provision has been made for such issues, there isthe possibility that the ultimate resolution of such issues could have an adverse effect on our earnings. Conversely, if these issues are resolved favorably inthe future, the related provision would be reduced, thus having a favorable impact on earnings.Note 19 — Discontinued OperationsSale of SMG BusinessOn September 23, 2016, CIE sold its SMG Business to Alpha Frontier Limited (“Alpha Frontier”) for cash consideration of $4.4 billion, pursuant to the StockPurchase Agreement dated as of July 30, 2016 (the “Purchase Agreement”), which resulted in a pre-tax gain of approximately $4.2 billion.In connection with the closing of the sale of the SMG Business, the total amount distributed to the minority investors and former holders of CIE equityawards was approximately $1.1 billion. Approximately $259 million was held as of December 31, 2016 in an escrow account to fund potential indemnityclaims of Alpha Frontier under the Purchase Agreement. In the third quarter of 2017, the escrow funds were released to CIE and $63 million was distributed tothe minority investors and former holders of CIE equity awards. The majority of the proceeds from the sale of the SMG Business was restricted under the termsof the Purchase Agreement and the CIE Proceeds Agreement and was therefore classified as restricted cash upon receipt until the Effective Date of the CACMerger when the proceeds were no longer restricted and became available for use by CEC.106CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)As a result of the sale, the results of operations and cash flows related to the SMG Business were classified as discontinued operations for all periods presentedeffective beginning in the third quarter of 2016.Effect on Statements of Operations of Discontinued Operations(In millions)Year Ended December 31, 2016Net revenues$678Operating expenses (1)748Gain from discontinued operations4,180Pre-tax income from discontinued operations4,110Income from discontinued operations, net of income taxes3,380____________________(1) Operating expenses primarily consist of platform fees and property, general, administrative, and other expenses, including stock-based compensation expense directly identifiablewith employees of the SMG Business of $264 million.Note 20 — Related Party Transactions Years Ended December 31,(In millions)2018 2017 2016Transactions with Sponsors and their affiliates Reimbursements and expenses$— $34 $6Expenses paid to Sponsors’ portfolio companies— 3 2Transactions with Horseshoe Baltimore Management fees10 3 —Reimbursements and allocated expenses5 16 —Transactions with CEOC Shared services allocated expenses to CEOC— 312 368Shared services allocated expenses from CEOC— 71 148Management fees incurred— 33 45Octavius Tower lease revenue— 26 35Other expenses incurred— 9 14Transactions with Sponsors and their AffiliatesThe members of Hamlet Holdings LLC are comprised of individuals affiliated with Apollo Global Management, LLC and affiliates of TPG Capital LP(collectively, the “Sponsors”) and own CEC common stock. On the Effective Date, we entered into a “Termination Agreement” with the Sponsors and theiraffiliates, pursuant to which certain agreements terminated. We reimbursed $34 million to the Sponsors on the Effective Date, included in the table above,related to CEOC’s pre-emergence expenses that were paid by the Sponsors. Due to reductions in ownership percentage of the Company starting on theEffective Date, we are no longer controlled or significantly influenced by the Sponsors. Amounts paid prior to the Effective Date to the Sponsors’ portfoliocompanies with which we engage in transactions are included in the table above. We believe such transactions were conducted at fair value.Transactions with Horseshoe BaltimoreAs described in Note 2, upon our deconsolidation of Horseshoe Baltimore effective August 31, 2017, Horseshoe Baltimore, which remains 41% owned by us,is now held as an equity method investment and considered to be a related party. These related party transactions include items such as casino managementfees, reimbursement of various costs incurred by CEOC LLC on behalf of Horseshoe Baltimore, and the allocation of other general corporate expenses. Asummary of the transactions with Horseshoe Baltimore subsequent to the deconsolidation is provided in the table above.Transactions with CEOCAs described in Note 1, upon its filing for reorganization under Chapter 11 of the Bankruptcy Code and its subsequent deconsolidation, transactions withCEOC were no longer eliminated in consolidation and were considered related party transactions107CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)for Caesars. A summary of these transactions is provided in the table above. However, subsequent to CEOC’s emergence on the Effective Date, CEOC’ssuccessor, OpCo immediately merged with and into CEOC LLC, which is a wholly owned subsidiary of CEC, and therefore will no longer be treated as arelated party going forward. The following activities, to the extent that they continued subsequent to the Effective Date, are eliminated in consolidation fromthat point forward.CEOC Shared Services AgreementPursuant to a shared services agreement, CEOC provided Caesars with certain corporate and administrative services, and the costs of these services wereallocated to Caesars. Certain services are now provided by Caesars Enterprise Services, LLC (“CES”).Prior to the deconsolidation of CEOC, we were self-insured for employee medical (health, dental, and vision) and risk products, including workerscompensation and surety bonds, and our insurance claims and reserves included accruals of estimated settlements for known claims, as well as accruals ofactuarial estimates of incurred but not reported claims.Caesars Entertainment provided insurance coverage to CEOC and received insurance premiums on an installment basis, which were intended to cover claimsprocessed on CEOC’s behalf. We prepaid CEOC for estimated employee medical insurance claims.Services Joint VentureCES provides certain corporate and administrative services to its members, and the costs of these services are allocated among the members. CES allocatescosts including amounts for insurance coverage.Management FeesCGP paid a management fee to CEOC for the CGP properties that were managed by CEOC or CES.Octavius Tower Lease AgreementUnder the prior Octavius Tower lease arrangement, VICI leased the Octavius Tower from the Company, and CEOC LLC and its applicable subsidiaries thensub-leased the Octavius Tower from VICI pursuant to the CEOC LLC Lease Agreement relating to Caesars Palace. On July 11, 2018, the real estate assets ofthe Octavius Tower were sold by the Company to VICI. CEOC LLC and its applicable subsidiaries continue to lease the Octavius Tower under the CEOCLLC Lease Agreement for Caesars Palace.LINQ Access and Parking Easement Lease AgreementUnder the LINQ Access and Parking Easement lease agreement, subsidiaries of CEOC granted easements for access and parking behind The LINQ Promenadeand The LINQ Hotel & Casino to Caesars Entertainment Resort Properties, LLC (“CERP”) and CGP and certain of their subsidiaries. Together, CERP andCGP paid approximately $2 million annually. Amounts are included within Other expenses incurred in the table above. The parking lot was sold to VICIupon CEOC’s emergence from bankruptcy, at which time, the easement payment obligation ceased. The access and parking behind The LINQ Promenade andThe LINQ Hotel & Casino was partially repurchased by CRC as part of the purchase of approximately 18 acres of land adjacent to the Harrah’s Las Vegasproperty with the other portion still owned by VICI.Service Provider FeeCEOC, CERP and CGP had a shared services agreement under which CERP and CGP paid for certain indirect corporate support costs. Amounts are includedwithin Other expenses incurred in the table above.Cross Marketing and Trademark License AgreementCIE and CEOC have a Cross Marketing and Trademark License Agreement. The agreement granted CIE the exclusive right to use various brands of CaesarsEntertainment in connection with social and mobile games and online real money gaming in exchange for a 3% royalty. This agreement also provides forcross marketing and promotional activities between CIE and CEOC, including participation by CIE in our Caesars Rewards customer loyalty program. CEOCalso received a revenue share from CIE for customer referrals. Amounts are included within Other expenses incurred in the table above.Equity Incentive AwardsCaesars maintains an equity incentive awards plan under which CEC issued time-based and performance-based stock options, restricted stock units andrestricted stock awards to CEOC employees. Although awards under the plan resulted in the issuance of108CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)shares of CEC common stock, because CEOC was no longer a consolidated subsidiary of CEC, we accounted for these awards as nonemployee awardssubsequent to the date of deconsolidation.Employee Benefit PlansCEC maintains a defined contribution savings and retirement plan in which eligible employees of specified CEC subsidiaries may participate. The planprovides for, among other things, pre-tax, Roth and after-tax contributions by employees. The plan also provides for employer matching contributions. Underthe plan, participating employees may elect to contribute a percentage of their eligible earnings (subject to certain IRS and plan limits). See Note 17 for moreinformation on the savings and retirement plan. In addition, employees subject to certain collective bargaining agreements receive benefits through themulti-employer retirement plans sponsored by the organization in which they are a member. The expenses related to contributions for a participant in theCEC plan or a multi-employer plan are allocated to the properties at which the participant is employed.Caesars Rewards Loyalty ProgramUntil the Effective Date, the total estimated cost for Caesars Rewards was accrued by CEOC; on the Effective Date, administration of Caesars Rewards ismanaged by CEC.Due from/to AffiliatesAmounts due from or to affiliates for each counterparty represent the net receivable or payable as of the end of the reporting period primarily resulting fromthe transactions described above and are settled on a net basis by each counterparty in accordance with the legal and contractual restrictions governingtransactions by and among Caesars’ consolidated entities.As of December 31, 2018 and December 31, 2017, Due from affiliates, net was $6 million and $11 million, respectively, and represented transactions withHorseshoe Baltimore.109CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Note 21 — Segment ReportingWe view each property as an operating segment and aggregate such properties into three regionally-focused reportable segments: (i) Las Vegas, (ii) Other U.S.and (iii) All Other, which is consistent with how we manage the business. These segments include the following properties:Las Vegas Other U.S. All OtherBally's Las Vegas Bally's Atlantic City (2) Managed Properties (2) OtherCaesars Palace Las Vegas (2) Bluegrass Downs Caesars Dubai Caesars Interactive EntertainmentThe Cromwell Caesars Atlantic City (2) Caesars Windsor Flamingo Las Vegas Harrah's Atlantic City Harrah's Ak-Chin Harrah's Las Vegas Harrah's Council Bluffs (2) Harrah's Cherokee The LINQ Hotel & Casino Harrah's Gulf Coast (2) Harrah's Cherokee Valley River The LINQ Promenade Harrah's Joliet (2) Harrah's Resort Southern California Paris Las Vegas Harrah's Lake Tahoe (2) Horseshoe Baltimore (1) Planet Hollywood Resort & Casino Harrah's Laughlin (2) Kings & Queens Casino Rio All-Suites Hotel & Casino Harrah's Louisiana Downs (2) Harrah's Metropolis (2) International (2) Harrah's New Orleans Alea Glasgow Harrah's North Kansas City (2) Alea Nottingham Harrah's Philadelphia (2) Caesars Cairo Harrah's Reno (2) Emerald Casino Resort Harveys Lake Tahoe (2) The Empire Casino Hoosier Park Manchester235 Horseshoe Bossier City (2) Playboy Club London Horseshoe Council Bluffs (2) Ramses Casino Horseshoe Hammond (2) Rendezvous Brighton Horseshoe Southern Indiana (2) Rendezvous Southend-on-Sea Horseshoe Tunica (2) The Sportsman Indiana Grand Tunica Roadhouse (2) ___________________(1) As of December 31, 2018, Horseshoe Baltimore was 41% owned, and was deconsolidated and held as an equity-method investment effective August 31, 2017.(2) These properties were not consolidated with CEC prior to the Effective Date with the exception of Horseshoe Baltimore, which was consolidated in the Other U.S. region prior todeconsolidation.The results of each reportable segment presented below are consistent with the way management assesses these results and allocates resources, which is aconsolidated view that adjusts for the effect of certain transactions between reportable segments within Caesars. We recast previously reported segmentamounts to conform to the way management assesses results and allocates resources for the current year. Net revenues are presented disaggregated bycategory for contract revenues separate from other revenues by segment.“All Other” includes managed, international and other properties as well as parent and other adjustments to reconcile to consolidated Caesars results.110CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Condensed Statements of Operations - By Segment Year Ended December 31, 2018(In millions)Las Vegas Other U.S. All Other Elimination CaesarsCasino$1,104 $2,889 $254 $— $4,247Food and beverage975 571 28 — 1,574Rooms1,117 399 3 — 1,519Management fees— — 63 (3) 60Reimbursed management costs— 2 200 — 202Entertainment and other411 175 45 (3) 628Total contract revenues3,607 4,036 593 (6) 8,230Other146 11 5 (1) 161Net revenues$3,753 $4,047 $598 $(7) $8,391 Depreciation and amortization$582 $501 $62 $— $1,145Income/(loss) from operations716 434 (411) — 739Interest expense(327) (556) (463) — (1,346)Loss on extinguishment of debt— — (1) — (1)Other income3 2 786 — 791Income tax benefit (1)— — 121 — 121 Year Ended December 31, 2017(In millions)Las Vegas Other U.S. All Other Elimination CaesarsCasino$864 $1,188 $116 $— $2,168Food and beverage700 274 8 — 982Rooms872 201 1 — 1,074Management fees— — 15 (3) 12Reimbursed management costs1 1 46 — 48Entertainment and other300 84 24 (3) 405Total contract revenues2,737 1,748 210 (6) 4,689Other165 10 5 (1) 179Net revenues$2,902 $1,758 $215 $(7) $4,868 Depreciation and amortization$420 $186 $20 $— $626Income/(loss) from operations549 199 (211) — 537Interest expense(65) (153) (555) — (773)Gain on deconsolidation of subsidiary— 31 — — 31Restructuring and support expenses— (177) (1,851) — (2,028)Loss on extinguishment of debt(4) (13) (215) — (232)Other income4 1 90 — 95Income tax benefit (1)— 2 1,993 — 1,995111CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Year Ended December 31, 2016(In millions)Las Vegas Other U.S. All Other Elimination CaesarsCasino$765 $802 $41 $— $1,608Food and beverage630 190 2 — 822Rooms800 150 — — 950Entertainment and other257 55 7 — 319Total contract revenues2,452 1,197 50 — 3,699Other161 12 5 — 178Net revenues$2,613 $1,209 $55 $— $3,877 Depreciation and amortization$344 $90 $5 $— $439Income/(loss) from operations526 163 (463) — 226Interest expense(21) (30) (548) — (599)Restructuring and support expenses— — (5,729) — (5,729)Other losses— — (29) — (29)Income tax benefit/(provision) (1)1 — (328) — (327)____________________(1) Taxes are recorded at the consolidated level and not estimated or recorded to our Las Vegas and Other U.S. segments.Adjusted EBITDA - by SegmentAdjusted EBITDA is presented as a measure of the Company’s performance. Adjusted EBITDA is defined as revenues less operating expenses and iscomprised of net income/(loss) before (i) interest expense, net of interest capitalized and interest income, (ii) income tax (benefit)/provision, (iii) depreciationand amortization, (iv) corporate expenses, and (v) certain items that we do not consider indicative of its ongoing operating performance at an operatingproperty level.In evaluating Adjusted EBITDA you should be aware that, in the future, we may incur expenses that are the same or similar to some of the adjustments in thispresentation. The presentation of Adjusted EBITDA should not be construed as an inference that future results will be unaffected by unusual or unexpecteditems.Adjusted 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 accordancewith GAAP). Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies within the industry. Adjusted EBITDA isincluded because management uses Adjusted EBITDA to measure performance and allocate resources, and believes that Adjusted EBITDA provides investorswith additional information consistent with that used by management. Year Ended December 31, 2018(In millions)Las Vegas Other U.S. All Other Elimination CaesarsNet income/(loss) attributable to Caesars$392 $(122) $33 $— $303Net income/(loss) attributable to noncontrolling interests— 2 (1) — 1Income tax benefit (1)— — (121) — (121)Loss on extinguishment of debt— — 1 — 1Other income (2)(3) (2) (786) — (791)Interest expense327 556 463 — 1,346Depreciation and amortization582 501 62 — 1,145Impairment of goodwill— 17 26 — 43Impairment of tangible and other intangible assets— 26 9 — 35Other operating costs (3)52 21 82 — 155Stock-based compensation expense8 10 61 — 79Other items (4)4 5 103 — 112Adjusted EBITDA$1,362 $1,014 $(68) $— $2,308112CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Year Ended December 31, 2017(In millions)Las Vegas Other U.S. All Other Elimination CaesarsNet income/(loss) attributable to Caesars$484 $(103) $(749) $— $(368)Net loss attributable to noncontrolling interests— (7) — — (7)Income tax benefit (1)— (2) (1,993) — (1,995)Gain on deconsolidation of subsidiary— (31) — — (31)Restructuring and support expenses— 177 1,851 — 2,028Loss on extinguishment of debt4 13 215 — 232Other income (2)(4) (1) (90) — (95)Interest expense65 153 555 — 773Depreciation and amortization420 186 20 — 626Other operating costs (3)25 3 37 — 65Stock-based compensation expense4 3 36 — 43Other items (4)9 7 74 — 90Adjusted EBITDA$1,007 $398 $(44) $— $1,361 Year Ended December 31, 2016(In millions)Las Vegas Other U.S. All Other Elimination CaesarsNet income/(loss) attributable to Caesars$506 $129 $(3,684) $— $(3,049)Net income/(loss) attributable to noncontrolling interests— 4 (33) — (29)Discontinued operations, net of income taxes— — (3,380) — (3,380)Income tax (benefit)/provision (1)(1) — 328 — 327Restructuring and support expenses— — 5,729 — 5,729Other losses— — 29 — 29Interest expense21 30 548 — 599Depreciation and amortization344 90 5 — 439Other operating costs (3)8 — 83 — 91CIE stock-based compensation— — 189 — 189Stock-based compensation expense3 2 38 — 43Other items (4)— 4 77 — 81Adjusted EBITDA$881 $259 $(71) $— $1,069____________________(1) Taxes are recorded at the consolidated level and not estimated or recorded to our Las Vegas and Other U.S. segments.(2) Amounts include changes in fair value of the derivative liability related to the conversion option of the CEC Convertible Notes and the disputed claims liability as well as interestand dividend income.(3) Amounts primarily represent costs incurred in connection with development activities and reorganization activities, and/or recoveries associated with such items, includingacquisition and integration costs, contract exit fees including exiting the fully bundled sales system of NV Energy for electric service at our Nevada properties, lease terminationcosts, gains and losses on asset sales, weather related property closure costs, demolition costs primarily at our Las Vegas properties for renovations, and project opening costs.(4) Amounts include other add-backs and deductions to arrive at Adjusted EBITDA but not separately identified such as professional and consulting services, sign-on and retentionbonuses, business optimization expenses for IT transformation, severance and relocation costs, litigation awards and settlements, permit remediation costs, and costs associatedwith CEOC’s restructuring and related litigation.113CAESARS ENTERTAINMENT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)Condensed Balance Sheets - By Segment As of December 31, 2018(In millions)Las Vegas Other U.S. All Other Elimination CaesarsTotal assets$13,987 $8,565 $6,046 $(2,823) $25,775Total liabilities5,730 5,143 11,267 297 22,437 As of December 31, 2017(In millions)Las Vegas Other U.S. All Other Elimination CaesarsTotal assets$14,145 $6,865 $7,458 $(3,032) $25,436Total liabilities5,239 5,012 11,780 108 22,139Note 22 — Quarterly Results of Operations (Unaudited)(In millions, except per share amounts)FirstQuarter SecondQuarter ThirdQuarter FourthQuarter Total2018 Net revenues$1,972 $2,119 $2,185 $2,115 $8,391Income from operations125 282 232 100 739Net income/(loss)(34) 29 111 198 304Net income/(loss) attributable to Caesars(34) 29 110 198 303Basic earnings/(loss) per share(0.05) 0.04 0.16 0.29 0.44Diluted earnings/(loss) per share(0.05) 0.04 0.14 0.25 0.41 2017 Net revenues$966 $1,008 $993 $1,901 $4,868Income from operations150 149 84 154 537Net income/(loss)(508) (1,432) (439) 2,004 (375)Net income/(loss) attributable to Caesars(507) (1,432) (433) 2,004 (368)Basic earnings/(loss) per share(3.44) (9.62) (2.90) 3.01 (1.32)Diluted earnings/(loss) per share(3.44) (9.62) (2.90) 2.48 (1.32)Fourth Quarter of 2018: Impairment of goodwill was recognized (see Note 7). Impairment of tangible and other intangible assets was recognized (see Note 6and Note 7). Change in the fair value of derivative component of the convertible notes was recognized (see Note 8).Third Quarter of 2018: Centaur’s results are consolidated with CEC subsequent to the acquisition on July 16, 2018. See Note 4.First Quarter of 2017 through the Fourth Quarter of 2017: Our accrual for restructuring commitments was updated quarterly. These obligations weresettled on the Effective Date. See Note 1.Fourth Quarter of 2017: CEOC LLC’s results are consolidated with CEC subsequent to the Effective Date (see Note 2), interest expense was recognized forfailed sale-leaseback transactions (see Note 10), an income tax benefit was recognized (see Note 18) and we updated our estimated value of OpCo and theVICI Call Right through the Effective Date which reduced our Restructuring and support expenses. Additionally, there were 36 million weighted averagedilutive potential common shares related to the CEC Convertible Notes included in the Diluted earnings per share calculation.114ITEM 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 theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the specified time periods andaccumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timelydecisions regarding required disclosures.Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls andprocedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) as of December 31, 2018. Based on these evaluations, our CEOand CFO concluded that our disclosure controls and procedures required by paragraph (b) of Rules 13a-15 or 15d-15 were effective as of December 31, 2018,at a reasonable assurance 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 ofconsolidated financial statements for external purposes in accordance with U.S. GAAP. Because of the inherent limitations of internal control over financialreporting, including the possibility of collusion or improper management override of controls, misstatements due to error or fraud may not be prevented ordetected on a timely basis.Our management performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2018, utilizing the criteriadiscussed in the “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Theobjective of this assessment was to determine whether our internal control over financial reporting was effective as of December 31, 2018. Based onmanagement’s assessment, we have concluded that our internal control over financial reporting was effective as of December 31, 2018.The effectiveness of our internal control over financial reporting has been audited by Deloitte & Touche LLP, an independent registered public accountingfirm, as stated in its report, which is included herein.c.Changes in Internal Control Over Financial ReportingDuring the fourth quarter 2018, we implemented a new capital asset accounting system as part of the Company’s long-term transformation initiatives aimedto automate and simplify our business processes. In connection with these implementations, we have updated our control activities impacted by the changes.As additional transformation activities occur, we will continue to monitor and evaluate our internal control over financial reporting.There have not been any other changes in our internal control over financial reporting during the three months ended December 31, 2018, that havematerially affected, or are reasonably likely to materially affect, our internal control over financial reporting.115REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the stockholders and the Board of Directors ofCaesars Entertainment Corporation:Opinion on Internal Control over Financial ReportingWe have audited the internal control over financial reporting of Caesars Entertainment Corporation and subsidiaries (the “Company”) as ofDecember 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizationsof the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reportingas of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidatedfinancial statements as of and for the year ended December 31, 2018, of the Company and our report dated February 21, 2019, expressed an unqualifiedopinion on those financial statements and included an explanatory paragraph regarding the Company’s adoption of ASU 2014-09, Revenue from Contractswith Customers, and related amendments.Basis for OpinionThe Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness ofinternal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Ourresponsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firmregistered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining anunderstanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. Webelieve that our audit provides a reasonable basis for our opinion.Definition and Limitations of Internal Control over Financial ReportingA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate./s/ DELOITTE & TOUCHE LLPLas Vegas, NevadaFebruary 21, 2019116ITEM 9B.Other InformationNone.117PART IIIITEM 10.Directors, Executive Officers, and Corporate GovernanceWe incorporate by reference the information appearing under the captions “Proposal 1 - Election of Directors,” “Executive Officers,” “Section 16(a)Beneficial Ownership Reporting Compliance,” “Corporate Governance—Code of Ethics,” and “Corporate Governance—Board Committees” in ourdefinitive Proxy Statement for our 2019 Annual Meeting of Stockholders (the “Proxy Statement”); provided that if the Proxy Statement is not filed on orbefore April 30, 2019, such information will be included in an amendment to this Form 10-K filed on or before such date.ITEM 11.Executive CompensationWe incorporate by reference the information appearing under the captions “Executive Compensation” and “Compensation Committee Report” in the ProxyStatement; provided that if the Proxy Statement is not filed on or before April 30, 2019, such information will be included in an amendment to this Form 10-K filed on or before such date.ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersWe incorporate by reference the information appearing under the caption “Security Ownership of Certain Beneficial Owners and Management” in the ProxyStatement; provided that if the Proxy Statement is not filed on or before April 30, 2019, such information will be included in an amendment to this Form 10-K filed on or before such date. The information under Part II, Item 5, “Market for the Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities—Equity Compensation Plan Information” of this Form 10-K is also incorporated herein by reference.ITEM 13.Certain Relationships and Related Transactions, and Director IndependenceWe incorporate by reference the information appearing under the captions “Certain Relationships and Related Party Transactions” and “CorporateGovernance—Director Independence” in the Proxy Statement; provided that if the Proxy Statement is not filed on or before April 30, 2019, such informationwill be included in an amendment to this Form 10-K filed on or before such date.ITEM 14.Principal Accounting Fees and ServicesWe incorporate by reference the information appearing under the caption “Audit Matters” in the Proxy Statement; provided that if the Proxy Statement is notfiled on or before April 30, 2019, such information will be included in an amendment to this Form 10-K filed on or before such date.118PART 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(see Item 8):Report of Independent Registered Public Accounting Firm.Consolidated Balance Sheets as of December 31, 2018 and 2017.Consolidated Statements of Operations for the Years Ended December 31, 2018, 2017, and 2016.Consolidated Statements of Comprehensive Income/(Loss) for the Years Ended December 31, 2018, 2017, and 2016.Consolidated Statements of Stockholders’ Equity/(Deficit) for the Years Ended December 31, 2018, 2017, and 2016.Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017, and 2016.2.Financial statement schedules of the Company as follows:Schedule I—Condensed Financial Information of Registrant Parent Company Only as of December 31, 2018 and 2017 and for the Years EndedDecember 31, 2018, 2017, and 2016.We have omitted schedules other than the ones listed above because they are not required or are not applicable, or the required information isshown in the financial statements or notes to the financial statements.3.Exhibits Incorporated by ReferenceExhibitNumber Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date 2.1 Amended and Restated Agreement and Plan of Merger, dated as ofJuly 9, 2016, between Caesars Acquisition Company and CaesarsEntertainment Corporation. — 8-K — 2.1 7/11/2016 2.2 First Amendment to Amended and Restated Agreement and Plan ofMerger, dated as of February 20, 2017, by and between CaesarsEntertainment Corporation and Caesars Acquisition Company. — 8-K — 2.1 2/21/2017 2.3 Third Amended Joint Plan of Reorganization, filed with the UnitedStates Bankruptcy Court for the Northern District of Illinois inChicago on January 13, 2017, at Docket No. 6318. — S-4/A — 2.6 6/5/2017 2.4 Purchase and Sale Agreement, dated July 11, 2018, by and betweenCaesars Octavius, LLC and Octavius Propco LLC. — 8-K — 2.1 7/12/2018 2.5 Purchase and Sale Agreement, dated July 11, 2018, by and betweenChester Downs and Marina, LLC and Philadelphia Propco LLC. — 8-K — 2.2 7/12/2018 3.1 Second Amended and Restated Certificate of Incorporation ofCaesars Entertainment Corporation, dated February 8, 2012. — 10-K 12/31/2011 3.7 3/15/2012 3.2 Amendment, dated October 6, 2017, to the Second Amended andRestated Certificate of Incorporation of Caesars EntertainmentCorporation, dated February 8, 2012. — S-8 — 4.2 10/6/2017 119 Incorporated by ReferenceExhibitNumber Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date 3.3 Amendment, dated October 6, 2017, to the Second Amended andRestated Certificate of Incorporation of Caesars EntertainmentCorporation, dated February 8, 2012. — S-8 — 4.3 10/6/2017 3.4 Amendment, dated October 6, 2017, to the Second Amended andRestated Certificate of Incorporation of Caesars EntertainmentCorporation, dated February 8, 2012. — S-8 — 4.4 10/6/2017 3.5 Bylaws of Caesars Entertainment Corporation, dated October 6,2017. — S-8 — 4.5 10/6/2017 4.1 Indenture, dated as of October 6, 2017, between CaesarsEntertainment Corporation and Delaware Trust Company, astrustee, relating to the 5.00% Convertible Senior Notes due 2024. — 8-K — 4.1 10/13/2017 4.2 Indenture, dated October 16, 2017, by and among CRC EscrowIssuer, LLC, CRC Finco, Inc. and Deutsche Bank Trust CompanyAmericas, as trustee. — 8-K — 4.1 10/16/2017 4.3 Supplemental Indenture, dated December 22, 2017, by and amongCaesars Resort Collection, LLC, the subsidiary guarantors partythereto, CRC Finco, Inc. and Deutsche Bank Trust CompanyAmericas, as trustee. — 8-K — 4.1 12/22/2017 10.1 Credit Agreement, dated as of December 22, 2017, by and amongCaesars Resort Collection, LLC, the other borrowers from time totime party thereto, the lenders party thereto, and Credit Suisse, AG,Cayman Islands Branch, as administrative agent. — 8-K — 10.1 12/22/2017 10.2 Escrow Agreement, dated October 16, 2017, by and among CRCEscrow Issuer, LLC, CRC Finco, Inc., Deutsche Bank TrustCompany Americas, as escrow agent and Deutsche Bank TrustCompany Americas, as trustee. — 8-K — 10.1 10/16/2017 10.3 Caesars Entertainment Corporation Amended and Restated EscrowAgreement, dated as of December 12, 2016, between CaesarsEntertainment Corporation and Wells Fargo Bank, N.A. — 8-K — 10.19 10/13/2017 †10.4 Amendment and Restatement of Harrah’s Entertainment, Inc.Executive Deferred Compensation Plan, effective August 3, 2007. — 10-Q 6/30/2007 10.69 8/9/2007 †10.5 Amendment and Restatement of Harrah’s Entertainment, Inc.Deferred Compensation Plan, effective as of August 3, 2007. — 10-Q 6/30/2007 10.70 8/9/2007 †10.6 Amendment and Restatement of Park Place EntertainmentCorporation Executive Deferred Compensation Plan, effective as ofAugust 3, 2007. — 10-Q 6/30/2007 10.71 8/9/2007 †10.7 Amendment and Restatement of Harrah’s Entertainment, Inc.Executive Supplemental Savings Plan, effective as of August 3,2007. — 10-Q 6/30/2007 10.72 8/9/2007 †10.8 Amendment and Restatement of Harrah’s Entertainment, Inc.Executive Supplemental Savings Plan II, effective as of August 3,2007. — 10-Q 6/30/2007 10.73 8/9/2007 †10.9 First Amendment to the Amendment and Restatement of Harrah’sEntertainment, Inc. Executive Supplemental Savings Plan II,effective as of February 9, 2009. — 8-K — 10.2 2/13/2009 120 Incorporated by ReferenceExhibitNumber Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date †10.10 Second Amendment to the Amendment and Restatement of theCaesars Entertainment Corporation Executive SupplementalSavings Plan II (fka Harrah’s Entertainment, Inc. ExecutiveSupplemental Savings Plan II), effective as of November 5, 2014. — 10-K 12/31/2014 10.48 3/16/2015 †10.11 Caesars Entertainment Corporation Second Amended and RestatedExecutive Deferred Compensation Trust Agreement, dated as ofDecember 12, 2016, between Caesars Entertainment Corporationand Wells Fargo Bank, N.A. — 8-K — 10.20 10/13/2017 *†10.12 Amended and Restated Irrevocable Proxy of Hamlet Holdings,LLC, dated as of October 6, 2017. — 10-K 12/31/2017 10.12 03/08/2018 10.13 Amended and Restated Limited Liability Company Agreement ofCaesars Growth Partners, LLC, dated as of October 21, 2013. — 8-K — 10.2 10/23/2013 10.14 First Amendment to the Amended and Restated Limited LiabilityCompany Agreement of Caesars Growth Partners, LLC, dated asof October 21, 2013, dated as of September 23, 2016, entered intoby and among Caesars Acquisition Company, in its capacity asCaesars Growth Partners, LLC’s managing member and as amember of Caesars Growth Partners, LLC, HIE Holdings, Inc.,Harrah’s BC, Inc. and Caesars Entertainment Corporation. — 8-K — 10.1 9/26/2016 10.15 Second Amendment to the Amended and Restated Limited LiabilityCompany Agreement of Caesars Growth Partners, LLC, dated asof October 21, 2013, dated as of October 7, 2016, entered into byand among Caesars Acquisition Company, in its capacity asCaesars Growth Partners, LLC’s managing member and as amember of Caesars Growth Partners, LLC, HIE Holdings, Inc.,Harrah’s BC, Inc. and Caesars Entertainment Corporation. — 8-K — 10.2 10/11/2016 10.16 Third Amendment to the Amended and Restated Limited LiabilityCompany Agreement of Caesars Growth Partners, LLC, dated asof February 13, 2017, entered into by and among CaesarsAcquisition Company, in its capacity as Caesars Growth Partners,LLC’s managing member and as a member of Caesars GrowthPartners, LLC, HIE Holdings, Inc., Harrah’s BC, Inc. and CaesarsEntertainment Corporation. — 10-K 12/31/2016 10.93 2/15/2017 10.17 Voting Agreement, dated as of July 9, 2016, among CaesarsEntertainment Corporation, Hamlet Holdings LLC and the Holdersparty thereto. — 8-K — 10.1 7/11/2016 10.18 Sixth Amended and Restated Restructuring Support andForbearance Agreement, dated as of October 4, 2016, amongCaesars Entertainment Operating Company, Inc., on behalf of itselfand the subsidiary loan parties party thereto, Caesars EntertainmentCorporation and each of the holders of First Lien Bond Claimsparty thereto. — 8-K/A — 10.2 10/6/2016 10.19 Sixth Amended and Restated Restructuring Support andForbearance Agreement, dated as of October 4, 2016, amongCaesars Entertainment Operating Company, Inc., on behalf of itselfand the subsidiary loan parties party thereto, Caesars EntertainmentCorporation and each of the holders of First Lien Bond Claimsparty thereto (conformed to reflect additional agreements among theparties as of November 14, 2016). — 8-K — 10.1 11/15/2016 121 Incorporated by ReferenceExhibitNumber Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date 10.20 Second Amended Restructuring Support and ForbearanceAgreement, dated as of October 4, 2016, among CaesarsEntertainment Operating Company, Inc., on behalf of itself and thesubsidiary loan parties party thereto, Caesars EntertainmentCorporation and each of the holders of First Lien Bank Claimsparty thereto. — 8-K — 10.3 10/6/2016 10.21 Restructuring Support and Forbearance Agreement, dated as ofJune 6, 2016, among Caesars Entertainment OperatingCompany, Inc., on behalf of itself and each of the debtors in theChapter 11 Cases, Caesars Entertainment Corporation and each ofthe holders of SGN Claims party thereto. — 8-K — 10.1 6/8/2016 10.22 Restructuring Support, Settlement and Contribution Agreement,dated as of June 7, 2016, among Caesars Entertainment OperatingCompany, Inc., on behalf of itself, each of the debtors in theChapter 11 Cases and its other direct and indirect subsidiaries andCaesars Entertainment Corporation. — 8-K — 10.2 6/8/2016 10.23 First Amended Restructuring Support and Forbearance Agreement,dated as of June 20, 2016, among Caesars Entertainment OperatingCompany, Inc., on behalf of itself and the subsidiary loan partiesparty thereto, Caesars Entertainment Corporation and each of theholders of First Lien Bank Claims party thereto. — 8-K — 10.1 6/21/2016 10.24 Restructuring Support and Settlement Agreement, dated as of June22, 2016, among Caesars Entertainment Operating Company, Inc.,on behalf of itself and each of the debtors in the Chapter 11 Cases,Caesars Entertainment Corporation and the statutory unsecuredclaimholders’ committee in the Chapter 11 Cases. — 8-K — 10.1 6/22/2016 10.25 First Amended and Restated Restructuring Support, Settlement andContribution Agreement, dated as of July 9, 2016, between CaesarsEntertainment Corporation and Caesars Entertainment OperatingCompany, Inc. — 8-K — 10.2 7/11/2016 10.26 Restructuring Support and Forbearance Agreement, dated as ofJuly 31, 2016, among Caesars Entertainment Operating Company,Inc., on behalf of itself and each of the debtors in the Chapter 11Cases, Caesars Entertainment Corporation, and each of the holdersof Second Lien Bond Claims party thereto. — 8-K — 10.1 8/1/2016 10.27 Amendment No. 1 to First Amended and Restated RestructuringSupport and Forbearance Agreement, dated as of October 4, 2016,among Caesars Entertainment Operating Company, Inc., on behalfof itself and each of the debtors in the Chapter 11 Cases, CaesarsEntertainment Corporation and each of the holders of SGN Claimsparty thereto. — 8-K — 10.4 10/6/2016 10.28 Restructuring Support, Forbearance and Settlement Agreement,dated as of October 4, 2016, among Caesars EntertainmentOperating Company, Inc., on behalf of itself and each of thedebtors in the Chapter 11 Cases, Caesars EntertainmentCorporation, Caesars Acquisition Company (solely for Sections2(b)(vii), 5(g) and 30), each of the holders of Second Lien BondClaims party thereto and the Second Lien Committee. — 8-K — 10.1 10/6/2016 122 Incorporated by ReferenceExhibitNumber Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date 10.29 Lease (CPLV), dated as of October 6, 2017, by and among CPLVProperty Owner LLC, Desert Palace LLC, Caesars EntertainmentOperating Company, Inc. and CEOC, LLC, relating to the CPLVFacilities. — 8-K — 10.1 10/13/2017 10.30 First Amendment, dated December 26, 2018, to Lease (CPLV),dated October 6, 2017, by and among CPLV Property Owner LLC,Desert Palace LLC and CEOC, LLC. — 8-K — 10.1 12/26/2018 10.31 Lease (Non-CPLV), dated as of October 6, 2017, by and amongthe entities listed on Schedules A and B thereto and CEOC, LLC,relating to the Non-CPLV Facilities. — 8-K — 10.2 10/13/2017 **10.32 Fourth Amendment, dated December 26, 2018, to Lease (Non-CPLV), dated October 6, 2017, by and among the entities listed onSchedules A and B thereto and CEOC, LLC. — 8-K — 10.2 12/26/2018 10.33 Lease (Joliet), dated as of October 6, 2017, by and betweenHarrah’s Joliet Landco LLC and Des Plaines Development LimitedPartnership, relating to the Joliet Facilities. — 8-K — 10.3 10/13/2017 **10.34 First Amendment, dated December 26, 2018, to Lease (Joliet),dated October 6, 2017, by and between Harrah’s Joliet LandcoLLC and Des Plaines Development Limited Partnership. — 8-K — 10.3 12/26/2018 10.35 Trademark License Agreement, dated as of October 6, 2017,between Caesars License Company, LLC and Desert Palace LLC. — 8-K — 10.4 10/13/2017 10.36 Golf Course Use Agreement, dated as of October 6, 2017, by andamong Rio Secco LLC, Cascata LLC, Chariot Run LLC, GrandBear LLC, Caesars Enterprise Services, LLC, CEOC, LLC and,solely for purposes of Section 2.1(c) thereof, Caesars LicenseCompany, LLC. — 8-K — 10.5 10/13/2017 10.37 Management and Lease Support Agreement, dated as of October 6,2017, by and among Desert Palace LLC, Caesars EntertainmentOperating Company, Inc., CEOC, LLC, CPLV Manager, LLC,Caesars Entertainment Corporation, CPLV Property Owner LLC,and solely for certain articles and sections named therein, CaesarsLicense Company, LLC and Caesars Enterprise Services, LLCrelating to the CPLV Facilities. — 8-K — 10.6 10/13/2017 10.38 First Amendment, dated December 26, 2018, to Management andLease Support Agreement, dated as of October 6, 2017, by andamong Desert Palace LLC, CEOC, LLC, CPLV Manager, LLC,Caesars Entertainment Corporation, CPLV Property Owner LLC,and solely for certain articles and sections named therein, CaesarsLicense Company, LLC and Caesars Enterprise Services, LLC. — 8-K — 10.5 12/26/2018 10.39 First Amendment, dated December 26, 2018, to Management andLease Support Agreement, dated as of October 6, 2017, by andamong CEOC, LLC, the entities listed on Schedule A and ScheduleB thereto, Chester Downs and Marina, LLC, Non-CPLV Manager,LLC, Caesars Entertainment Corporation, Philadelphia PropcoLLC, and solely for certain articles and sections named therein,Caesars License Company, LLC and Caesars Enterprise Services,LLC. — 8-K — 10.6 12/26/2018 123 Incorporated by ReferenceExhibitNumber Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date 10.40 Management and Lease Support Agreement, dated as of October 6,2017, by and among CEOC, LLC, the entities listed therein, Non-CPLV Manager, LLC, Caesars Entertainment Corporation andsolely for certain articles and sections named therein, CaesarsLicense Company, LLC and Caesars Enterprise Services, LLCrelating to the Non-CPLV Facilities. — 8-K — 10.7 10/13/2017 10.41 Management and Lease Support Agreement, dated as of October 6,2017, by and among Des Plaines Development LimitedPartnership, Joliet Manager, LLC, Caesars EntertainmentCorporation, Harrah’s Joliet Landco LLC and solely for certainarticles and sections named therein, Caesars License Company,LLC and Caesars Enterprise Services, LLC relating to the JolietFacilities. — 8-K — 10.8 10/13/2017 10.42 First Amendment, dated December 26, 2018, to Management andLease Support Agreement, dated as of October 6, 2017, by andamong Des Plaines Development Limited Partnership, JolietManager, LLC, Caesars Entertainment Corporation, Harrah’s JolietLandco LLC and solely for certain articles and sections namedtherein, Caesars License Company, LLC and Caesars EnterpriseServices, LLC. — 8-K — 10.7 12/26/2018 10.43 Right of First Refusal Agreement, dated as of October 6, 2017,between Caesars Entertainment Corporation and VICI PropertiesL.P. — 8-K — 10.9 10/13/2017 10.44 Second Amended and Restated Right of First Refusal Agreement,dated as of December 26, 2018, by and between CaesarsEntertainment Corporation and VICI Properties L.P. — 8-K — 10.8 12/26/2018 10.45 Tax Matters Agreement, dated as of October 6, 2017, betweenCaesars Entertainment Corporation, CEOC, LLC, VICI PropertiesInc., VICI Properties L.P. and CPLV Property Owner LLC. — 8-K — 10.10 10/13/2017 10.46 Credit Agreement, dated as of October 6, 2017, among CaesarsEntertainment Operating Company, Inc., CEOC, LLC, the lendersparty thereto, Credit Suisse AG, Cayman Islands Branch, asAdministrative Agent, Credit Suisse Securities (USA) LLC andDeutsche Bank Securities Inc., as Joint Lead Arrangers, CreditSuisse Securities (USA) LLC, Deutsche Bank Securities Inc.,Barclays Bank PLC, Citigroup Global Markets Inc., GoldmanSachs Bank USA, JPMorgan Chase Bank, N.A., Morgan StanleySenior Funding, Inc. and UBS Securities LLC, as JointBookrunners and Credit Suisse Securities (USA) LLC asSyndication Agent and Documentation Agent. — 8-K — 10.11 10/13/2017 10.47 Amendment No. 1, dated April 16, 2018, among CEOC, LLC, thelenders named therein and Credit Suisse AG, Cayman IslandsBranch, as administrative agent and as collateral agent. — 8-K — 10.1 4/16/2018 10.48 Second Amended and Restated Omnibus License and EnterpriseServices Agreement, dated as of October 6, 2017, among CaesarsEntertainment Operating Company, Inc., Caesars GrowthProperties Holdings, LLC, Caesars Entertainment Resort PropertiesLLC, Caesars License Company, LLC, Caesars World LLC andCaesars Enterprise Services, LLC. — 8-K — 10.12 10/13/2017 124 Incorporated by ReferenceExhibitNumber Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date 10.49 Amendment to Unit Purchase Agreement, dated May 8, 2018,among Caesars Entertainment Corporation and Clairvest GPManageco, Inc. — 10-Q 6/30/2018 10.2 8/1/2018 *10.50 Second Amendment to Unit Purchase Agreement, dated July 15,2018, among Caesars Entertainment Corporation, Clairvest GPManageco, Inc., Centaur Holdings, LLC, and each of the Personslisted on Schedule 1 of the Unit Purchase Agreement, datedNovember 16, 2017. — 10-Q 6/30/2018 10.3 8/1/2018 10.51 Assignment Agreement, dated July 15, 2018, among CaesarsEntertainment Corporation, Caesars Resort Collection, LLC,Clairvest GP Manageco, Inc. and Centaur Holdings, LLC. — 10-Q 6/30/2018 10.4 8/1/2018 †10.52 Contribution Agreement, dated as of October 6, 2017, betweenCaesars Entertainment Corporation and Hamlet Holdings LLC. — 8-K — 10.13 10/13/2017 *10.53 Unit Purchase Agreement between the Persons Listed on Schedule1, Clairvest GP Manageco, Inc., Centaur Holdings, LLC, andCaesars Entertainment Corporation, dated as of November 16,2017. — 10-K 12/31/2017 10.42 3/8/2018 *10.54 Purchase and Sale Agreement by and between Vegas DevelopmentLLC, a Delaware limited liability company and Eastside ConventionCenter, LLC, a Delaware limited liability company as Buyer,effective date November 29, 2017. — 10-K 12/31/2017 10.43 3/8/2018 *10.55 Amended and Restated Lease by and among Claudine Propco,LLC, a Delaware limited liability company, and Harrah’s LasVegas, LLC, a Nevada limited liability company, dated December22, 2017. — 10-K 12/31/2017 10.44 3/8/2018 10.56 First Amendment, dated December 26, 2018, to Amended andRestated Lease, dated December 22, 2017, by and betweenClaudine Propco, LLC and Harrah’s Las Vegas, LLC. — 8-K — 10.4 12/26/2018 *10.57 Put-Call Right Agreement dated as of December 22, 2017 by andamong Claudine Propco, LLC, a Delaware limited liability companyand Vegas Development Land Owner, LLC, a Delaware limitedliability company and 3535 LV Newco, LLC, a Delaware limitedliability company. — 10-K 12/31/2017 10.45 3/8/2018 *10.58 Incremental Assumption Agreement No. 1, dated as of December18, 2017 relating to the Credit Agreement dated as of October 6,2017, among Caesars Entertainment Operating Company, Inc. andCEOC, LLC, as borrower and the Lenders party thereto from timeto time and Credit Suisse AG, Cayman Islands Branch, asadministrative agent for the Lenders and collateral agent for theSecured Parties. — 10-K 12/31/2017 10.46 3/8/2018 *10.59 First Amendment to Lease (Non-CPLV), dated as of December 22,2017 by and among the entities listed on Schedules A and B theretoand CEOC, LLC, relating to the Non-CPLV Facilities. — 10-K 12/31/2017 10.47 3/8/2018 *10.60 Purchase and Sale Agreement, by and between, Harrah’s LasVegas, LLC, as Seller, and Claudine Property Owner, LLC, asBuyer, dated November 29, 2017. — 10-K 12/31/2017 10.48 3/8/2018 *10.61 Guaranty of Lease dated December 22, 2017, by and betweenCaesars Resort Collection, LLC and Claudine Propco LLC. — 10-K 12/31/2017 10.49 3/8/2018 125 Incorporated by ReferenceExhibitNumber Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date *10.62 Amended and Restated Right of First Refusal Agreement, dated asof December 22, 2017, by and between Caesars EntertainmentCorporation and VICI Properties L.P. — 10-K 12/31/2017 10.50 3/8/2018 10.63 Settlement and Forbearance Agreement, dated as of August 15,2016, among Caesars Entertainment Operating Company, Inc., onbehalf of itself and each of the debtors in the Chapter 11 Cases,Caesars Entertainment Corporation and Frederick Barton Danner. — 8-K — 99.1 8/17/2016 †10.64 Caesars Entertainment Corporation Management Equity IncentivePlan, as amended and restated on November 29, 2011. — S-1/A — 10.78 12/28/2011 †10.65 Caesars Entertainment Corporation 2012 Performance IncentivePlan. — S-1/A — 10.89 2/2/2012 †10.66 Amendment No.1 to the Caesars Entertainment Corporation 2012Performance Incentive Plan. — 8-K — 10.1 7/25/2012 †10.67 Amendment No. 2 to the Caesars Entertainment Corporation 2012Performance Incentive Plan. — 8-K — 10.1 5/20/2015 †10.68 Amendment No. 3 to the Caesars Entertainment Corporation 2012Performance Incentive Plan. — 8-K — 10.1 5/20/2016 †10.69 Amendment No. 4 to the Caesars Entertainment Corporation 2012Performance Incentive Plan. — 10-Q 6/30/2016 10.3 8/2/2016 †10.70 Form of Caesars Entertainment Corporation 2012 PerformanceIncentive Plan Nonqualified Option Award Agreement. — SC-TO-I — (d)(3) 7/25/2012 †10.71 Form of Caesars Entertainment Corporation 2012 PerformanceIncentive Plan Nonqualified Option Award Agreement(Replacement Options). — SC-TO-I — (d)(4) 7/25/2012 †10.72 Form of Caesars Entertainment 2012 Performance Incentive PlanRestricted Share Award Agreement. — 10-K 12/31/2012 10.84 3/15/2013 †10.73 Form of Caesars Entertainment Corporation 2012 PerformanceIncentive Plan Restricted Stock Unit Award Agreement. — 8-K — 10.1 7/2/2013 †10.74 Form of Caesars Entertainment Corporation 2012 PerformanceIncentive Plan Restricted Stock Unit Award Agreement. — 8-K — 10.1 1/9/2015 †10.75 Form of Indemnification Agreement entered into by CaesarsEntertainment Corporation and David Sambur, Richard Schifter,Christopher Williams, Richard Broome, Timothy Donovan, EricHession, Thomas Jenkin, Jan Jones, Robert Morse, Les Ottolenghi,Marco Roca and Christian Stuart. — S-1/A — 10.75 11/16/2010 †10.76 Form of Indemnification Agreement entered into by CaesarsEntertainment Corporation and Thomas Benninger, John Boushy,Juliana Chugg, Denise Clark, John Dionne, Matthew Ferko,Christopher Holdren, and James Hunt. — 10-K — 10.64 3/8/2018 †10.77 Form of Caesars Entertainment Corporation Management EquityIncentive Plan Stock Option Grant Agreement. — SC-TO-I — (d)(7) 7/25/2012 †10.78 Form of Amendment to Caesars Entertainment CorporationManagement Equity Incentive Plan Stock Option Grant Agreement. — SC-TO-I — (d)(8) 7/25/2012 126 Incorporated by ReferenceExhibitNumber Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date †10.79 2009 Senior Executive Incentive Plan, amended and restatedDecember 7, 2012. — 10-K 12/31/2012 10.90 3/15/2013 †10.80 Caesars Entertainment Corporation Omnibus Incentive Plan, datedNovember 14, 2012. — 10-K 12/31/2012 10.91 3/15/2013 †10.81 Form of Cash Award Agreement under 2012 PerformanceIncentive Plan. — 8-K — 10.1 5/27/2016 †10.82 Form of Restricted Stock Unit Award Agreement (July 2016Retention Awards) under 2012 Performance Incentive Plan. — 8-K — 10.4 7/6/2016 †10.83 Form of Cash Award Agreement (July 2016 Retention Awards)under 2012 Performance Incentive Plan. — 8-K — 10.5 7/6/2016 †10.84 Employment Agreement dated February 5, 2015, between CaesarsEntertainment Corporation, Caesars Enterprise Services, LLC, andMark Frissora. — 10-K 12/31/2014 10.106 3/16/2015 †10.85 Amendment No. 1 to Employment Agreement, made as of August4, 2015, between Caesars Entertainment Corporation, CaesarsEnterprise Services, LLC and Mark Frissora. — 10-Q 6/30/2015 10.5 8/6/2015 †10.86 Amendment No. 2 to Employment Agreement, made as ofFebruary 5, 2015, by and among Caesars EntertainmentCorporation, Caesars Enterprise Services, LLC, CaesarsAcquisition Company and Mark Frissora. — 8-K — 10.1 7/6/2016 †10.87 Third Amendment to the Employment Agreement between CaesarsEnterprise Services, LLC and Mark Frissora, dated February 5,2015 and effective as of March 8, 2017. — 10-Q 3/31/2017 10.2 5/2/2017 †10.88 Separation Agreement, dated November 1, 2018, by and betweenCaesars Entertainment Corporation and Mark Frissora. X — — — — †10.89 Amendment to Separation Agreement, dated December 21, 2018,by and between Caesars Entertainment Corporation and MarkFrissora. X — — — — †10.90 Employment Agreement, made as of November 10, 2014, by andbetween Caesars Enterprise Services, LLC and Eric Hession. — 8-K — 10.2 11/12/2014 †10.91 Amendment No. 1 to the Employment Agreement between CaesarsEnterprise Services, LLC and Eric Hession, dated November 10,2014 and effective as of March 8, 2017. — 10-Q 3/31/2017 10.3 5/2/2017 †10.92 Form of Employment Agreement between Caesars EntertainmentOperating Company, Inc., and Thomas M. Jenkin (assigned byCaesars Entertainment Operating Company, Inc. to CaesarsEnterprise Services, LLC on October 1, 2014). — 8-K — 10.1 1/9/2012 †10.93 Amendment No. 1 to the Employment Agreement between CaesarsEnterprise Services, LLC and Thomas Jenkin, dated January 3,2012 and effective as of March 8, 2017. — 10-Q 3/31/2017 10.4 5/2/2017 †10.94 Employment Agreement made as of April 2, 2009 by and betweenCaesars Entertainment Operating Company, Inc. and Timothy R.Donovan (assigned by Caesars Entertainment Operating Company,Inc. to Caesars Enterprise Services, LLC on October 1, 2014). — 10-K 12/31/2012 10.87 3/15/2013127 Incorporated by ReferenceExhibitNumber Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date †10.95 Amendment No. 1 to the Employment Agreement between CaesarsEnterprise Services, LLC and Timothy R. Donovan, dated April 2,2009 and effective as of March 8, 2017. — 10-Q 3/31/2017 10.5 5/2/2017 †10.96 Employment Agreement, dated August 8, 2018, between CaesarsEnterprise Services, LLC and Robert J. Morse. — 8-K — 10.1 8/13/2018 †10.97 Separation Agreement, dated November 26, 2018, by and betweenCaesars Enterprise Services, LLC and Robert J. Morse. X — — — — †10.98 Restricted Stock Unit Award Agreement by and between MarkFrissora and Caesars Entertainment Corporation, dated March 23,2016. — 8-K — 10.2 7/6/2016 †10.99 Restricted Stock Unit Award Agreement by and between MarkFrissora and Caesars Acquisition Company, dated June 29, 2016. — 8-K — 10.3 7/6/2016 †10.100 Letter Agreement, dated as of October 6, 2017, between CaesarsEnterprise Services, LLC and Timothy R. Donovan. — 8-K — 10.17 10/13/2017 †10.101 Amended and Restated Letter Agreement, dated January 29, 2018,between Timothy R. Donovan and Caesars Enterprise Services,LLC. — 8-K — 10.1 2/2/2018 †10.102 Caesars Entertainment Corporation 2017 Performance IncentivePlan. — S-8 — 4.6 10/6/2017 †10.103 Amendment No. 1 to Caesars Entertainment Corporation 2017Performance Incentive Plan. — 8-K — 10.1 4/6/2018 †10.104 Form of Caesars Entertainment Corporation 2017 PerformanceIncentive Plan Restricted Stock Unit Award Agreement. — S-8 — 4.7 10/6/2017 †10.105 Form of Caesars Entertainment Corporation 2017 PerformanceIncentive Plan Restricted Stock Unit Award Agreement by andbetween Mark Frissora and Caesars Entertainment Corporation. — S-8 — 4.8 10/6/2017 †10.106 Form of Caesars Entertainment Corporation 2017 PerformanceIncentive Plan Performance Stock Unit Award Agreement. — 8-K — 10.2 4/6/2018 †10.107 Form of Caesars Entertainment Corporation 2017 PerformanceIncentive Plan Performance Stock Unit Award Agreement by andbetween Mark Frissora and Caesars Entertainment Corporation. — 8-K — 10.3 4/6/2018 †10.108 Form of Board Member Stock Grant Agreement. — 8-K — 10.4 4/6/2018 †10.109 Caesars Entertainment Corporation Executive SupplementalSavings Plan III. — S-8 — 4.1 12/13/2018 †10.110 Caesars Entertainment Corporation Outside Director DeferredCompensation Plan. — S-8 — 4.2 12/13/2018 †10.111 Form of Cash Award Agreement under the Caesars EntertainmentCorporation 2017 Performance Incentive Plan. X — — — — †10.112 Form of Amendment to Cash Award Agreement under the CaesarsEntertainment Corporation 2017 Performance Incentive Plan. X — — — — †10.113 Caesars Acquisition Company 2014 Performance Incentive Plan. — ***8-K — 10.1 4/6/2014 128 Incorporated by ReferenceExhibitNumber Exhibit Description FiledHerewith Form Period Ending Exhibit Filing Date †10.114 Form Nonqualified Option Award Agreement under the CaesarsAcquisition Company 2014 Performance Incentive Plan. — ***8-K — 10.2 4/16/2014 †10.115 Form Restricted Stock Award Agreement under the CaesarsAcquisition Company 2014 Performance Incentive Plan. — ***8-K — 10.3 4/16/2014 †10.116 Form Restricted Stock Unit Award Agreement under the CaesarsAcquisition Company 2014 Performance Incentive Plan. — ***8-K — 10.4 4/16/2014 †10.117 Amended and Restated Limited Liability Company Agreement ofCaesars Enterprise Services, LLC. — ****8-K — 99.1 5/21/2014 14 Code of Business Conduct and Ethics, February 1, 2018. X 21 List of Subsidiaries. X 23 Consent of Deloitte & Touche, LLP, independent registered publicaccounting firm. X 31.1 Certification of Principal Executive Officer Pursuant to Section 302of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Principal Financial Officer Pursuant to Section 302of the Sarbanes-Oxley Act of 2002. X 32.1‡ Certification of Principal Executive Officer Pursuant to Section 906of the Sarbanes-Oxley Act of 2002. — 32.2‡ Certification of Principal Financial Officer Pursuant to Section 906of the Sarbanes-Oxley Act of 2002. — 99.1 Gaming and Regulatory Overview. X 101.INS XBRL Instance Document - the instance document does not appearin the Interactive Data File because its XBRL tags are embeddedwithin the Inline XBRL document. X 101.SCH XBRL Taxonomy Extension Schema Document. X 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. X 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. X 101.LAB XBRL Taxonomy Extension Label Linkbase Document. X 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. X 129† Denotes a management contract or compensatory plan or arrangement.‡ Furnished herewith.* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of anyomitted schedule or exhibit upon request.** Confidential treatment has been requested with respect to the omitted portions of Exhibits 10.32 and 10.34 pursuant to Rule 24b-2 promulgated under theExchange Act which portions have been filed separately with the SEC.*** Filed by Caesars Acquisition Company.**** Filed by Caesars Entertainment Operating Company, Inc.ITEM 16.Form 10-K SummaryNone.130Schedule ICONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLYCAESARS ENTERTAINMENT CORPORATIONCONDENSED BALANCE SHEETS As of December 31,(In millions)2018 2017Assets Current assets Cash and cash equivalents$457 $926Receivables, net21 33Prepayments and other current assets5 5Intercompany receivables20 33Total current assets503 997Deferred charges and other assets128 147Investment in subsidiary4,199 4,434Total assets$4,830 $5,578 Liabilities and Stockholders’ Equity Current liabilities Accounts payable$1 $5Accrued expenses and other current liabilities7 13Interest payable14 13Intercompany payables20 64Total current liabilities42 95Long-term debt1,119 1,121Deferred credits and other liabilities419 1,136Total liabilities1,580 2,352Total stockholders’ equity3,250 3,226Total liabilities and stockholders’ equity$4,830 $5,578See accompanying Notes to Condensed Financial Information.131Schedule ICONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLYCAESARS ENTERTAINMENT CORPORATIONCONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS) Years Ended December 31,(In millions)2018 2017 2016Net revenues$2 $2 $2Operating expenses Corporate expense33 88 123Other operating costs10 24 58Total operating expenses43 112 181Loss from operations(41) (110) (179)Interest expense(55) (18) (5)Gain/(loss) on interests in subsidiaries(316) 776 2,933Restructuring and support expenses— (1,842) (5,729)Other income/(loss)726 85 (30)Income/(loss) from operations before income taxes314 (1,109) (3,010)Income tax benefit/(provision)(11) 741 (39)Net income/(loss)303 (368) (3,049)Other comprehensive income/(loss), net of income taxes(30) 6 (2)Comprehensive income/(loss)$273 $(362) $(3,051)See accompanying Notes to Condensed Financial Information.132Schedule ICONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLYCAESARS ENTERTAINMENT CORPORATIONCONDENSED STATEMENTS OF CASH FLOWS Years Ended December 31,(In millions)2018 2017 2016Cash flows provided by/(used in) operating activities$(138) $1,504 $(37)Cash flows from investing activities Payments to acquire investments— (700) —Cash flows used in investing activities— (700) —Cash flows from financing activities Repayments of long-term debt(2) — —Taxes paid related to net share settlement of equity awards(22) — —Proceeds from the issuance of common stock6 — —Repurchase of common stock(311) — —Other financing(2) — (8)Cash flows used in financing activities(331) — (8)Net increase/(decrease) in cash, cash equivalents, and restricted cash(469) 804 (45)Cash, cash equivalents, and restricted cash, beginning of period926 122 167Cash, cash equivalents, and restricted cash, end of period$457 $926 $122See accompanying Notes to Condensed Financial Information.133Schedule 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 inthis filing.The year ended December 31, 2017 and 2016 Condensed Statement of Operations and Comprehensive Income/(Loss) was adjusted to reflect income of $6million and a loss of $2 million, respectively, as Other comprehensive income/(loss), net of income taxes. There was no impact on the Condensed BalanceSheets or Condensed Statements of Cash Flows.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 as of both December 31, 2018 and2017 was approximately $3.2 billion. Such restrictions are on net assets of Caesars Entertainment Corporation and its subsidiaries. The amount of restrictednet 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 11 and Note 12of the Company’s consolidated financial statements.134SIGNATURESPursuant 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 21, 2019By: /s/ MARK P. FRISSORA Mark P. Frissora President and Chief Executive OfficerPursuant 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/ THOMAS BENNINGER Director February 21, 2019Thomas Benninger /s/ JOHN BOUSHY Director February 21, 2019John Boushy /s/ JULIANA L. CHUGG Director February 21, 2019Juliana L. Chugg /s/ DENISE M. CLARK Director February 21, 2019Denise M. Clark /s/ JOHN DIONNE Director February 21, 2019John Dionne /s/ MATTHEW FERKO Director February 21, 2019Matthew Ferko /s/ MARK P. FRISSORA President and February 21, 2019Mark P. Frissora Chief Executive Officer and Director /s/ JAMES HUNT Director February 21, 2019James Hunt Chairman of the Board /s/ DON KORNSTEIN Director February 21, 2019Don Kornstein /s/ DAVID B. SAMBUR Director February 21, 2019David B. Sambur /s/ RICHARD P. SCHIFTER Director February 21, 2019Richard P. Schifter /s/ CHRISTOPHER J. WILLIAMS Director February 21, 2019Christopher J. Williams /s/ ERIC HESSION Executive Vice President and February 21, 2019Eric Hession Chief Financial Officer /s/ KEITH A. CAUSEY Senior Vice President and February 21, 2019Keith A. Causey Chief Accounting Officer 135Exhibit 10.88AGREEMENTThis Separation Agreement (this “Agreement”), by and between Caesars Entertainment Corporation, a Delaware corporation (the “Company”), andMark Frissora (the “Executive”), is offered to the Executive as of November 1, 2018 (the “Effective Date”).RECITALSA.The Executive is employed by the Company and is a party to an employment agreement with the Company dated February 5, 2015, assubsequently amended on August 4, 2015, July 5, 2016 and March 8, 2017 (the “Employment Agreement”).B.The Executive serves the Company as its Chief Executive Officer and is a member of the Company’s Board of Directors (the “Board”).C.The Company wishes to provide the Executive with a separation package, which is conditioned on the Executive’s timely, irrevocableexecution of this Agreement and fulfilling all of his obligations in both the Employment Agreement, as applicable, and this Agreement, and including hiscontinued compliance with certain restrictive covenants that survive his employment termination and his cooperation with the Company Group intransitioning of his duties.D.Effective February 8, 2019, the Executive shall resign from the Board and as Chief Executive Officer of the Company and shall cease tobe a member of the Board and an executive officer of the Company.E.The Executive and the Company anticipate the smooth transition of the Executive’s functions as reasonably directed by the Board.F.In connection with the foregoing, the Executive and the Company desire to enter into a mutually satisfactory arrangement concerning,among other things, the terms of the Executive’s separation from service with the Company and the terms of the Executive’s post employment cooperationservice, and other matters related thereto.G.This Agreement contains a general release of claims as of the Termination Date, which is required for the Executive to receive any of thepayments and benefits set forth herein.H.Capitalized terms that are used, but not defined, herein shall have the meanings given to them in the Employment Agreement.AGREEMENTNOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree asfollows:Section 1.Employment Status; Continuing Obligations.(a)General.(i)Date of Termination. The Executive hereby acknowledges and agrees that his separation from service from theCompany and from any other position he holds as an officer, director, committee member, or other service provider of the Company and itssubsidiaries will become effective as of the close of business on February 8, 2019 (the “Termination Date”), and such termination shall be treated asa termination of the Executive’s employment without Cause under Section 7 of the Employment Agreement and all equity incentive awards and forall other purposes; provided, that such separation from service mayoccur earlier upon the Executive’s death, a termination due to his Disability, a mutual agreement to terminate his employment, the Executive’svoluntary resignation without Good Reason or for Good Reason, or a termination by the Company for Cause (in any case, an “Early Termination”).(ii)Status with the Company Post-Termination. The Executive shall not represent himself after the TerminationDate as being an employee, officer, director, agent, or representative of the Company or any of its subsidiaries for any purpose. The Termination Dateshall be the termination date of the Executive’s employment for purposes of participation in and coverage under all benefit plans and programssponsored by or through the Company, except as otherwise provided herein.(iii)Terms of Continued Employment Following the Effective Date. The terms and conditions of the EmploymentAgreement shall govern the Executive’s continued employment with the Company from and after the Effective Date (as defined above).(b)Pre-Termination Date Compensation and Benefits.(i)Base Salary and Benefits. From the Effective Date and continuing through the Termination Date, theExecutive will continue to receive his current Annual Base Salary (at the rate of two million dollars ($2,000,000) per annum), to be eligible toparticipate in the health insurance and other benefit plans of the Company in which he is currently eligible to participate, and to receive theperquisites and other personal benefits currently provided to him, subject in all cases to the discretion of the Company to amend or terminate any orall of such plans or arrangements at any time and from time to time in accordance with the terms thereof.(ii)Other Compensation. In addition, the Executive shall be entitled to receive the following compensation,subject to his continued employment with the Company through the earlier of the Termination Date and the applicable payment date:(A)The Executive shall be entitled to an Annual Bonus for the fiscal year of the Company endingDecember 31, 2018. Such Annual Bonus will be determined by the Company consistent with past practice based solely on the actual levelof achievement of the applicable performance goals for such year and will be payable if and when annual bonuses for such year are paid toother senior executives of the Company.(B)The Executive will continue vesting in all equity compensation previously granted to him throughthe Termination Date in accordance with the vesting schedule and other terms and conditions set forth in the award agreement governingsuch equity compensation.(c)Restrictive Covenants. The Executive hereby acknowledges and agrees to comply with the covenants set forth in Sections 12,13 and 14 of the Employment Agreement, which shall continue to apply to him in accordance with their terms and shall survive any termination ofemployment. Notwithstanding anything to the contrary herein or otherwise, nothing shall prohibit Executive from soliciting and hiring his administrativeassistant and security person. Sections 12, 13, and 14 of the Employment Agreement are incorporated herein by reference and made a part hereof.(d)Post-Employment Cooperation. The Executive hereby acknowledges and agrees to comply with his post-employmentcovenants to cooperate with the Company and to assist the Company and its affiliates with certain matters relating to the Executive’s employment with theCompany as set forth in Section 16 of the Employment Agreement, which covenants are incorporated herein by reference and made a part hereof. In addition,the Executive shall consult with the Board and any designated delegate on any matters requested by the Board for a six month period (the “ConsultingPeriod”) following the Termination Date. During the Consulting Period the Company shall pay executive eighty-three thousand three hundred and thirtythree dollars ($83,333) per month, in advance, provided, that, either party may terminate the Consulting Period upon 30 days’ notice. In the event, eitherparty exercises its right to terminate the Consulting Period the monthly payments shall cease as of the last day of the 30 day notice period.-2-(e)Personal Effects. The Executive will be permitted to remove his personal effects from the Company’s premises. The Executivewill further be permitted to retain a copy of his contact lists and personal emails maintained in any physical form or on any Company computer or server,provided, however, that (a) copies will be identified and provided to the Executive in accordance with the Company’s historic process in similarcircumstances and (b) the Executive will, subject to the immediately following sentence, not produce such emails without the consent of the Company.Nothing herein shall prevent the Executive from producing any emails or contact lists (a) when required by law, subpoena, or court order, (b) in the course ofany legal, arbitral, or regulatory proceeding, (c) to any governmental authority, regulatory agency or self-regulatory organization or (d) in connection withany investigation by the Company. The Executive agrees to retain any emails or contact lists in his possession that may be relevant to any pending orprobable litigation, subject to contrary instructions from the Company.(f)The Company hereby acknowledges and agrees to comply with Sections 6.3, 18 and 20 of the Employment Agreement, whichshall continue to apply in accordance with their terms and shall survive any termination of the Executive’s employment. Sections 6.3, 18, and 20 of theEmployment Agreement are incorporated herein by reference and made a part hereof.Section 2.Payments and Benefits Upon Termination of Employment.(a)Accrued Benefits. Notwithstanding anything herein to the contrary, the Executive shall receive the following accrued benefits,unless otherwise noted below, as soon as reasonably practicable following the Termination Date: (i) any Annual Base Salary earned for periods worked, butunpaid, through the Termination Date, payable on the next regular payroll date of the Company following the Termination Date (or such earlier date ifrequired by applicable law), (ii) reimbursement for all unreimbursed business expenses properly incurred by the Executive in accordance with Companypolicy prior to the Termination Date and timely submitted for reimbursement in accordance with the Company’s business expense reimbursement policy, and(iii) all benefits accrued and vested up to the Termination Date under all other employee benefit plans of the Company in which the Executive participates(except for any plan that provides for severance, separation pay, or termination benefits) in accordance with the terms of such plans (collectively,the “Accrued Benefits”). The Executive agrees that, pursuant to the Company’s vacation policy, executives do not accrue days or carry a balance of unusedvacation time. Accordingly, as of the Termination Date, the Executive shall have no accrued and unused vacation days or other paid time off, and AccruedBenefits shall not include any payment therefor.(b)Separation Payments and Benefits. In consideration for this Agreement and executing the Release and Waiver of Claimsattached hereto as Exhibit A (the “Release”), the Company will pay or provide the Executive the following separation payments and benefits (collectively,the “Severance Benefits”):(i)Cash Severance. The Executive will receive a cash severance benefit equal to the sum of (x) two (2) timesExecutive’s Annual Base Salary and (y) Executive’s Target Bonus amount, which cash severance benefit will be paid in substantially equalinstallments in accordance with the Company’s regular payroll practices during the twenty-four (24) month period commencing on the TerminationDate (the “Severance Period”). The gross, pre-tax amount of the cash severance described in this paragraph (i) equals $8,000,000.(ii)Prorated Bonus Upon Termination. If the Executive terminates on the Termination Date or pursuant to anEarly Termination in 2019, the Executive will be entitled to receive a Prorated Bonus for the 2019 fiscal year based on actual full year performance,pro-rated to reflect service through the Termination Date, and paid when bonuses are payable generally to active employees, but no later than March15 of the year following the year in which such bonus becomes payable.(iii)Continued Health, Disability and Life Insurance Subsidy. Subject to the Executive’s timely election andcontinuation of coverage under the Company’s health insurance benefit plans pursuant to the statutory scheme commonly known as “COBRA,” theExecutive will receive a monthly cash payment during the Severance Period equal to monthly cost to Executive of COBRA continuation coverage.In addition, during the Severance Period the Executive will receive a monthly payment equal to the cost that-3-the Company would have paid to provide life insurance and disability insurance to Executive if he were an active employee.(iv)Equity Compensation. Executives unvested equity awards shall be treated as set forth on Exhibit B.(v)Legal Fees. The Company will reimburse the Executive for the documented legal fees incurred by him inconnection with the negotiation, drafting, and execution of this Agreement (including exhibits), which reimbursement shall not exceed seventy-fivethousand dollars ($75,000).(c)Payment Schedule. Any Severance Benefits that would otherwise become due, pursuant to the payment schedule describedabove, prior to the Release Effective Date (as defined in the Release) shall be held back by the Company and paid or provided to the Executive, withoutinterest, as soon as practicable following, and subject to the occurrence of, the Release Effective Date.(d)No Further Payments or Benefits. The Executive hereby acknowledges and agrees that the payments provided pursuant to thisAgreement are in full discharge of any and all liabilities and obligations of the Company to him, monetarily or with respect to employee benefits orotherwise, including, but not limited to, any and all obligations arising under any written or oral employment agreement, policy, plan, or procedure of theCompany or any actual or purported understanding or arrangement between the Executive and the Company (or anyone purporting to act on the Company’sbehalf).(e)Early Termination. If the Executive is terminated earlier than the Termination Date, then such termination of employment shallbe governed by the Employment Agreement, and the Executive shall be entitled to the payments and benefits applicable thereunder, and the Executive’srights with respect to the equity awards then held by him that remain unvested as of the such date shall be governed exclusively by the applicable awardagreement and the corresponding Company’s Equity Plan (and not this Agreement). For the avoidance of doubt, upon an Early Termination by the Companywithout Cause or due to an mutual agreement to terminate Executive’s employment, the Executive shall remain entitled to receive the Severance Benefits.For purposes of this Agreement, “Cause” shall have the meaning set forth in Section 11.1 of the Employment Agreement.Section 3.Non-Admission.Nothing contained in this Agreement will be deemed or construed as an admission of wrongdoing or liability on the part of the Executive or theCompany.Section 4.No Re-Employment.The Executive hereby agrees to waive any and all claims to re-employment with the Company. The Executive affirmatively agrees not to seekfurther employment with the Company.Section 5.Withholding; Taxes.The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local, and foreign withholding andother taxes and charges that the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel if any questions as to theamount or requirement of withholding shall arise.Section 6.Code Section 409A.The payments and benefits provided under this Agreement are intended to be exempt from or otherwise comply with the requirements of Section409A of the Internal Revenue Code of 1986 (the “Code”), and this Agreement shall be interpreted in accordance with such intent and, accordingly, theparties hereto agree that the payments and benefits-4-set forth herein comply with or are exempt from the requirements of Section 409A of the Code and agree not to take any position, and to cause theirrespective agents, accountants, affiliates, successors and assigns not to take any position, inconsistent with such interpretation for any reporting purposeswhether internal or external. Each payment under this Agreement will be treated as a separate payment for purposes of Section 409A of the Code. Payment ofcertain benefits under this Agreement is subject to Executive’s execution of the Release within 21 days after the termination of Executive’s employment.Notwithstanding the foregoing, if such 21-day period ends in a calendar year after the calendar year in which Executive’s employment terminates, then, butonly to the extent required by Section 409A of the Code to avoid taxes and/or interest thereunder on any payments or benefits, any payments and benefits setforth above that would have been made during the calendar year in which Executive’s employment terminates instead shall be withheld and paid on the firstbusiness day in the calendar year after the calendar year in which Executive’s employment terminates, with all remaining payments to be made as if no suchdelay had occurred. If at the time of Executive’s separation from service, (A) Executive is a specified employee (within the meaning of Section 409A of theCode), and (B) if an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which isrequired to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid additional taxes or interest underSection 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on thefirst business day after such six-month period (or, if earlier, upon Executive’s death).Section 7.No Mitigation.Notwithstanding anything contained in the Employment Agreement or otherwise to the contrary, the Executive shall not be required, as a conditionto receiving any payments or benefits under this Agreement or otherwise, to seek or obtain any other employment after any termination of his employment orto take any steps to reduce the amount of any payment or benefit described in this Agreement or otherwise. Further, the amount of any payment or benefitprovided in this Agreement or otherwise shall not be reduced by any compensation earned by Executive as the result of any employment by anotheremployer.Section 8.Clawback Policy.Notwithstanding anything to the contrary, (i) any changes to Section 8.14 of the Company’s 2017 Performance Incentive Plan, the Company’s 2012Performance Incentive Plan and Ceasars Acquisition Company’s 2014 Performance Incentive Plan (collectively, the “PIPs”) adverse to the Executive after theTermination Date will not apply to the Executive, (ii) any clawback policies entered into or adopted by the Company or any subsidiary after the TerminationDate shall not apply to the Executive, (iii) Section 8.14(b) of the PIPs shall not be applicable to the Executive after the Termination Date, and (iv) theCompany’s stock ownership guidelines will cease to apply to the Executive on the date the Release becomes non-revocable.Section 9.Assignment and Successors.The Company may assign its rights and obligations under this Agreement to any entity, including any successor to all or substantially all the assetsof the Company, by merger or otherwise, and may assign or encumber this Agreement and its rights hereunder as security for indebtedness of the Companyand its Affiliates. The Executive may not assign his rights or obligations under this Agreement to any individual or entity. This Agreement shall be bindingupon and inure to the benefit of the Company and the Executive and their respective successors, assigns, personnel, legal representatives, executors,administrators, heirs, distributees, devisees, and legatees, as applicable. In the event of the Executive’s death following a termination of his employment, allunpaid amounts otherwise due the Executive shall be paid to his estate.Section 10.Enforcement.If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of thisAgreement, such provision shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provisionwere never a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by theillegal, invalid, or-5-unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall beadded automatically as part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and belegal, valid, and enforceable.Section 11.Construction.This Agreement shall be deemed drafted equally by both of the parties hereto. Its language shall be construed as a whole and according to its fairmeaning. Any presumption or principle that the language is to be construed against any party shall not apply. The headings in this Agreement are only forconvenience and are not intended to affect construction or interpretation. Any references to paragraphs, subparagraphs, sections, or subsections are to thoseparts of this Agreement, unless the context clearly indicates to the contrary. Also, unless the context clearly indicates to the contrary, (a) the plural includesthe singular, and the singular includes the plural; (b) “and” and “or” are each used both conjunctively and disjunctively; (c) “any,” “all,” “each,” or “every”means “any and all,” and “each and every”; (d) “includes” and “including” are each “without limitation”; and (e) “herein,” “hereof,” “hereunder,” and othersimilar compounds of the word “here” refer to the entire Agreement and not to any particular paragraph, subparagraph, section, or subsection.Section 12.Notices.Any notice, request, claim, demand, document, and other communication hereunder to any party hereto shall be effective upon receipt (or refusal ofreceipt) and shall be in writing and delivered personally or sent by nationally recognized overnight courier, or certified or registered mail, postage prepaid, tothe following address (or at any other address as any party hereto shall have specified by notice in writing to the other party hereto):(a)If to the Company:Caesars Entertainment CorporationOne Caesars Palace DriveLas Vegas, Nevada 89109Attention: General Counseland a copy to:Paul, Weiss, Rifkind, Wharton & Garrison LLP1285 Avenue of the AmericasNew York, New York 10019Fax: (212) 757-3990Attention: Andrew L. Gaines(b)If to the Executive, at his most recent address on the payroll records of the Company.and a copy to:Dechert LLPThree Bryant Park1095 Avenue of the AmericasNew York, New York 10036Fax: (212) 698-3599Attention: Stephen W. Skonieczny-6-Section 13.Entire Agreement.This Agreement constitutes the entire understanding and agreement between the Executive and the Company regarding the subject matter hereof.This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings, and agreements between the Executive andthe Company relating to the subject matter of this Agreement.Section 14.Amendments; Waivers.This Agreement may not be modified, amended, or terminated except by an instrument in writing signed by the Executive and a duly authorizedofficer of Company (other than the Executive) that expressly identifies the amended provision of this Agreement. By an instrument in writing similarlyexecuted and similarly identifying the waived compliance, the Executive or a duly authorized officer of the Company may waive compliance by the otherparty or parties with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waivershall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure to comply or perform. No failure to exercise and no delay inexercising any right, remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy, or power provided herein or by law orin equity.Section 15.Governing Law.This Agreement shall be governed, construed, interpreted, and enforced in accordance with the substantive laws of the State of Nevada, withoutreference to the principles of conflicts of law of Nevada, and where applicable, the laws of the United States.Section 16.Dispute Resolution. Sections 26 and 27 of the Employment Agreement, which is incorporated herein by reference andmade a part hereof, shall apply to any dispute arising under this Agreement.Section 17.Counterparts.The Agreement may be executed by the parties hereto as separate counterparts and such counterparts shall be deemed to be one and the sameinstrument. Each party hereto confirms that any facsimile copy or .pdf of such party’s executed counterpart of the Agreement (or its signature page thereof)shall be deemed to be an executed original thereof.* * *[Signatures to appear on following page]-7-IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth below.CAESARS ENTERTAINMENT CORPORATION/s/ Monica S. Digilio By: Monica S. DigilioIts: EVP, Chief Human Resources OfficerEMPLOYEE/s/ Mark Frissora MARK FRISSORADated: November 1, 2018 [Signature page to Frissora Transition and Release Agreement]Exhibit ARELEASE AND WAIVER OF CLAIMS (“Release”)Section 1.Release and Waiver of Claims.(a)Definition. As used in this Release, the term “claims” will include all claims, covenants, warranties, promises, undertakings,actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity,or otherwise.(b)Release. For and in consideration of the Severance Benefits described in Section 2 above, and other good and valuableconsideration, the Executive, for and on behalf of himself and his heirs, administrators, executors, and assigns, effective the date hereof, does fully and foreverrelease, remise, and discharge the Company and its successors and assigns, together with their respective officers, directors, partners, shareholders, employees,agents, subsidiaries, and affiliates (collectively, the “Releasees”), from any and all claims whatsoever up to the date hereof that the Executive had, may havehad, or now has against the Releasees, whether known or unknown, for or by reason of any matter, cause, or thing whatsoever, whether for tort, breach ofexpress or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel, or slander, orunder any federal, state, or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation,and any claim for money, damages, attorneys’ fees, costs, and injunctive or other relief. This release of claims includes, but is not limited to, all claims arisingunder Title VII of the Civil Rights Act, the Rehabilitation Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act(the “ADEA”), the Civil Rights Act of 1991, the Family Medical Leave Act (“FMLA”), the Equal Pay Act, the Labor Management Relations Act, the SarbanesOxley Act, the Health Insurance Portability and Accountability Act, the Occupational Safety and Health Act (“OSHA”), the Employee Retirement IncomeSecurity Act, the Fair Labor Standards Act (“FLSA”), the Americans with Disabilities Act (“ADA”), The Consolidated Omnibus Budget Reconciliation Act of1986 (“COBRA”), or any other health and/or safety laws, statutes, or regulations, the Uniformed Services Employment and Reemployment Right Act(“USERRA”),the Employee Retirement Income Security Act of 1974 (“ERISA”), the Immigration Reform and Control Act of 1986, or the Internal RevenueCode of 1986, as amended, the Worker Adjustment and Retraining Notification Act; the Sarbanes-Oxley Act of 2002, including whistleblowing claims; theNevada Wage and Hour Laws, the Nevada Fair Employment Practices Act, and any and all other foreign, federal, state, or local laws, common law, or case law,including but not limited to all statutes, regulations, common law, and other laws in place in Clark County, Nevada.(c)No Claims. The Executive acknowledges and agrees that as of the date he executes this Release, he has no knowledge of anyfacts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph, and that except as provided inSection 2(a) and (b) of the Separation Agreement and for vested equity awards (including options), the Company owes him no other wages, commissions,bonuses, vacation pay, or other compensation or payments of any nature.(d)Preservation of Rights. Notwithstanding the foregoing, nothing in this Release shall be a waiver of (i) the Executive’s rightswith respect to payment of amounts under the Separation Agreement or the Employment Agreement, (ii) claims for indemnity or contribution pursuant to hisexisting rights of indemnification or under directors and officers liability insurance from the Company against third-party claims as set forth in Sections 6.3and 20 of the Employment Agreement or otherwise, (iii) the Executive’s rights under Section 18 of the Employment Agreement, (iv) the Executive’s rightsunder the Company’s 2017 Performance Incentive Plan and awards granted thereunder, Ceasars Acquisition Company 2014 Performance Incentive Plan andthe awards granted thereunder, and the Company’s 2012 Performance Incentive Plan, as amended, and awards granted thereunder and any vested rights underany qualified or nonqualified retirement or deferred compensation plan, and (v) any claims that cannot be waived by law, including, without limitation, theright to bring an administrative charge with, or to participate in an investigation conducted by, or to participate in a proceeding involving, the EqualEmployment Opportunity Commission or other comparable state or local administrative agency.A-1(e)Acknowledgement of Full and Final Release. The Executive acknowledges and agrees that by virtue of the foregoing, he haswaived any relief available to him (including, without limitation, monetary damages, equitable relief, and reinstatement) under any of the claims or causes ofaction waived in this Release. The Executive agrees, therefore, that he will not accept any award or settlement from any source or proceeding (including, butnot limited to, any proceeding brought by any other person or by any government agency) with respect to any claim or right waived in this Release. TheExecutive agrees further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereofthat is or may be initiated, prosecuted, or maintained by the Executive or his descendants, dependents, heirs, executors, administrators, or permitted assigns.(f)ADEA Release. By executing this Release, the Executive understands that he is explicitly releasing all claims relating to hisemployment and its termination under the ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age inemployment and employee benefit plans.(g)Rights to Indemnification. Notwithstanding anything to the contrary herein, following the Termination Date, the Executiveshall continue to enjoy rights of indemnification from the Company against third-party claims consistent with the indemnification protections available fromtime to time to active officers and directors of the Company as if he continued to be an active officer of the Company, and as set forth in Sections 6.3 and 20of the Employment Agreement. For the avoidance of doubt and without limiting any other exclusions from such policy, such rights to indemnification shallnot protect the Executive against damages or losses incurred by him in connection with any claims arising from his acts of gross negligence, willfulmisconduct, fraud, or concealment.Section 2.Opportunity for Review and Acceptance.The Executive shall have twenty-one (21) days following the Termination Date (the “Review Period”) to review and consider the terms andconditions of this Release, including the general release and waiver of claims set forth herein. To accept the terms of this Release, the Executive must executeand date this Release where indicated below and return the executed copy of this Release to the Company prior to the expiration of the Review Period inaccordance with the notice provisions set forth in Section 12 of the Separation Agreement. This Release will not become effective or enforceable for a periodof seven (7) calendar days following the date of its execution and delivery to the Company (the “Revocation Period”), during which time the Executive mayfurther review and consider this Release and revoke his acceptance of this Release by notifying the Company in writing. To be effective, such revocationmust be received no later than 5:00 p.m., Central Daylight Time, on the last day of the Revocation Period. Provided that this Release is timely executed andthe Executive has not timely revoked it, the eighth (8th) day following the date on which this Release is executed and delivered to the Company shall be itseffective date (the “Release Effective Date”). In the event of the Executive’s failure to timely execute and deliver this Release or his subsequent revocation ofthis Agreement during the Revocation Period, the Executive shall not be entitled to any payments or benefits under the Separation Agreement that areconditioned upon the execution of a release of claims.Section 3.Knowing and Voluntary Waiver.The Executive expressly acknowledges and agrees that he-(a)Is able to read the language, and understand the meaning and effect, of this Release;(b)Has no physical or mental impairment of any kind that has interfered with his ability to read and understand the meaning of thisRelease or its terms, and that he is not acting under the influence of any medication, drug, or chemical of any type in entering into this Release;(c)Is agreeing to the terms of the release and waiver of claims contained in this Release because the Company has agreed toprovide him with the severance payments and benefits provided by the Separation Agreement, which the Company has agreed to provide because of hisagreement to accept it in full settlement of all possible claims that he might have or ever have had that are released hereunder;A-2(d)Acknowledges that, but for his execution of this Release, he would not be entitled to the severance payments and benefitsprovided by the Separation Agreement;(e)Understands that, by entering into this Release, he does not waive rights or claims under ADEA that may arise after the date onwhich he executes this Release;(f)Had or could have had the entire Review Period in which to review and consider this Release, and that if he executes thisRelease prior to the end of the Review Period, he has voluntarily and knowingly waived the remainder of the Review Period;(g)Has or had the entire Revocation Period in which to revoke his execution of this Release, and that if he does not revoke suchexecution prior to the Release Effective Date, he has knowingly and voluntarily agreed to this Release’s becoming effective;(h)Was advised to consult with his attorney regarding the terms and effect of this Release; and(i)Has signed this Release knowingly and voluntarily.Section 4.No Suit.The Executive represents and warrants that he has not previously filed, and to the maximum extent permitted by law agrees that he will not file, acomplaint, charge, or lawsuit against any of the Releasees regarding any of the claims released herein. If, notwithstanding this representation and warranty,the Executive has filed or files such a complaint, charge, or lawsuit, the Executive agrees that he shall cause such complaint, charge, or lawsuit to bedismissed with prejudice and shall pay any and all costs required in obtaining dismissal of such complaint, charge, or lawsuit, including, without limitation,the attorneys’ fees of any of the Releasees against whom the Executive has filed such a complaint, charge, or lawsuit.Section 5.Non-Admission.Nothing contained in this Release will be deemed or construed as an admission of wrongdoing or liability on the part of the Executive or theCompany.Section 6.No Re-Employment.The Executive hereby agrees to waive any and all claims to re-employment with the Company. The Executive affirmatively agrees not to seekfurther employment with the Company.Section 7.Governing Law; Dispute Resolution.Section 15 and Section 16 of the Separation Agreement are incorporated into this Release, mutatis mutandis.* * *IN WITNESS WHEREOF, the Executive has executed and delivered this Release as of the date written below.EXECUTIVE ________________________ Mark FrissoraDated:___________________A-3EXHIBIT BEQUITY SEVERANCEExecutive is entitled to all payments and benefits pursuant to a termination of his employment without Cause under the Employment Agreementand all other applicable outstanding equity incentive awards including, without limitation, the following:1.Effective on the Termination Date to the extent not already vested, the following time based equity awards shall vest:(a)RSUs.(i)50,000 RSUs reflecting the unvested portion of 200,000 RSUs granted on February 5, 2015, settled as soon aspracticable following the Termination Date.(ii)136,364 RSUs reflecting the unvested portion of 409,091 RSUs granted on March 23, 2016, settled as soon aspracticable following the Termination Date.(iii)147,862 RSUs reflecting the unvested portion of the converted pre-merger CAC award, settled as soon aspracticable following the Termination Date.(iv)966,798 RSUs reflecting the unvested portion of the 1,289,063 RSUs granted on October 6, 2017, settled assoon as practicable following the Termination Date.(v)324,075 RSUs reflecting the unvested portion of the 324,075 RSUs granted on April 2, 2018, settled as soonas practicable following the Termination Date.(b)Options. 100,000 options with an exercise price of $9.45 reflecting the unvested portion of 400,000 options grantedFebruary 5, 2015.(c)Cash Award.(i)$330,000 award granted on March 23, 2016, payable as soon as practicable following the Termination Date.(ii)$4,000,000 award granted on March 10, 2017, payable as soon as practicable following the Termination Date.2.Effective on the Termination Date the following performance based equity awards will be treated as follows:(a)RSUs. The 2018, 2019 and 2020 performance tranches of the April 2, 2018 Performance Based RSU grant shall remainoutstanding subject to a determination of the achievement of the applicable EBITDA targets for the respective year, with the Executive being considered asremaining employed with the Company throughout the period ending on the vesting date applicable to the 2020 performance period, and shall be settled inaccordance with the terms of the award agreement.(b)Options.(i)200,000 Stock Price Performance Options with an exercise price of $9.45 (performance condition $15.00)granted on February 5, 2015 shall remain outstanding for the remainder of the option term (until February 5, 2025) subject to achievement of theperformanceA-4requirement as set forth therein and otherwise pursuant to the terms of such award, provided that the option shall remain exercisable for 2 years afterachievement of the performance condition, but not beyond the expiration of the remaining term of the option.(ii)150,000 EBITDA Performance Options with an exercise price of $9.45 shall remain outstanding subject tosatisfaction of the 2018 performance condition as set forth in the award and otherwise pursuant to the terms of such award, provided that the optionshall remain exercisable for 2 years after achievement of the performance condition, but not beyond the expiration of the remaining term of theoption.3.All options that vest on, prior to, or following the Termination Date shall remain outstanding and, except as otherwise set forth in2(b)(i) and (ii) of this Exhibit B, be exercisable for the lesser of 2 years from the Termination Date (or the remaining term of the option).A-5EXHIBIT 10.89AMENDMENT TO SEPARATION AGREEMENTThis Amendment to Separation Agreement (this “Amendment”) is made as of the 21st day of December 2018, by and between CaesarsEntertainment Corporation, a Delaware corporation (the “Company”), and Mark Frissora (the “Executive”). Capitalized terms used but not defined hereinshall have the meanings given to them in the Separation Agreement (as defined below).WHEREAS, the Company and the Executive are parties to that certain Separation Agreement dated November 1, 2018 (the “SeparationAgreement”); andWHEREAS, the Company and the Executive desire to enter into this Amendment to amend certain terms of and the Separation Agreement.NOW, THEREFORE, in consideration of the foregoing, the mutual covenants hereinafter set forth, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree as follows:1.Termination Date. As used in the Separation Agreement, the term “Termination Date” means April 30, 2019; provided, that the Company may, inits sole discretion, elect in a writing delivered to the Executive no later than April 1, 2019, to extend the Termination Date until May 31, 2019.2.2019 PIP Award. In addition to the Other Compensation described in Section 1(b)(ii) of the Separation Agreement, the Executive will receive anequity grant for the 2019 compensation year, with a target value of $7,000,000 (the “2019 PIP Award”). The 2019 PIP Award shall vest on the TerminationDate and be settled as described below:2.1Any performance tranches of the 2019 PIP Award shall remain outstanding subject to a determination of the achievement of theapplicable targets for the respective performance period and shall be determined based on actual performance for the full performance period. The amountsand/or shares payable with respect to each tranche of such portion of the 2019 PIP Award shall be prorated based on the number of days in 2019 that haveelapsed through the Termination Date over 365. The Executive shall be considered as remaining employed with the Company throughout the period endingon the vesting date applicable to the latest performance period, and the award shall be settled at the time set forth in the award agreement.2.2The amounts and/or shares payable with respect to any service based tranche of the 2019 PIP Award shall be prorated based on thenumber of days in 2019 that have elapsed through the Termination Date over 365 and shall be settled as soon as practicable following the Termination Date.3.Early Termination. If an Early Termination (as defined in the Separation Agreement) occurs, the Company will pay the Executive, in addition tothe Severance Benefits as contemplated by Section 2(e) of the Separation Agreement and this Amendment, any Annual Base Salary that would have beenpaid to him through the Termination Date but for such Early Termination (other than an Early Termination due to a termination by the Company for Cause orby the Executive without Good Reason).4.Legal Fees. The Company shall pay, or reimburse the Executive for, the Executive’s reasonable attorney’s fees incurred in connection with thenegotiation of this Amendment.5.No Other Changes; Continuing Validity. Subject only to the amendments set forth in this Amendment, the Separation Agreement remains in fullforce and effect in accordance with its terms.6.Incorporation by Reference. Section 5 through 17 of the Separation Agreement are incorporated herein by reference, mutatis mutandis.IN WITNESS WHEREOF and intending to be legally bound, the parties have executed this Amendment as of the date and year writtenbelow.CAESARS ENTERTAINMENT CORPORATION/s/ Monica S. Digilio By: Monica S. DigilioIts: Executive Vice President, Chief Human Resources OfficerEXECUTIVE/s/ Mark Frissora MARK FRISSORADated: December 21, 2018 2Exhibit 10.97SEPARATION AGREEMENT AND GENERAL RELEASEThis Separation Agreement and General Release (“Agreement”) is made and entered into on November 26, 2018 (the “Signature Date”), by andbetween Caesars Enterprise Services, LLC (the “Company”) and Robert J. Morse (“Executive”) (each a “Party” and collectively, the “Parties”).WHEREAS, Executive’s last day of employment with the Company was November 26, 2018 (the “Separation Date”).WHEREAS, Company and Executive are parties to an Employment Agreement effective August 8, 2018 (“Employment Agreement”)(a copy ofwhich is attached hereto at Exhibit A and which is incorporated by reference);WHEREAS, Executive has terminated employment without Good Reason (as that term is defined in Section 7(e) of the Employment Agreement)pursuant to Section 9(a) of the Employment Agreement;WHEREAS, the Parties now enter into this Agreement for the purposes of resolving all claims of any kind that Executive has or might have againstthe Company and the “Released Parties” (as defined herein), through the date this Agreement is executed by all Parties, including, but without limitation,those claims arising out of or relating in any way to Executive’s employment by or termination from employment with the Company.NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration ofthe mutual promises set forth herein, the Parties agree that the foregoing recitals are true and correct and are incorporated herein as if fully set forth, andfurther agree as follows:1. Executive’s Termination of Employment Without Good Reason. Executive has resigned without Good Reason for purposes of hisEmployment Agreement and all other plans, awards and arrangements with the Companyor any of its affiliates. Temination shall be effective on November___, 2018, and neither Party shall have further obligations to provide Notice of Termination.2. Monetary Consideration by the Company. In consideration for Executive’s entering into and signing this Agreement and complying with itsterms, the Company agrees, upon satisfaction of the conditions identified herein, to pay to Executive, as salary continuation pay, seventy eight (78) weeks’pay (minus standard payroll deductions) (“Salary Continuation”), which totals one million four hundred twenty five thousand dollars ($1,425,000.00).Salary Continuation shall be paid according to the normal payroll practices of the Company. Executive understands and agrees all benefits will cease(except, if applicable, subsidized COBRA benefits for the “Salary Continuation Period,” defined as the 78 week period during which the Company paysExecutive the Salary Continuation) on the Separation Date. If Executive elects to continue applicable benefits under COBRA, during the SalaryContinuation Period, Executive will continue to be required to pay the then-applicable required employee contribution for said benefits (“SubsidizedCOBRA”). Executive will not be eligible to contribute to the 401(k) Plan, or any other retirement or deferred compensation plans, and no paid time off orvacation will be earned or accrued. If Executive dies or accepts new employment outside the Company prior to the expiration of the Salary ContinuationPeriod, Executive (or Executive’s estate, as applicable) will receive a lump sum payment for the remainder of the Salary Continuation Period in a finalpaycheck within a reasonable time after the Company receives notice. If Salary Continuation ceases for any reason, the Subsidized COBRA shall also ceaseas of the effective date that Salary Continuation ceases. All Salary Continuation shall be deposited in accordance with Executive’s direct deposit instructionson file with the Company and in accordance with the Company’s regular payroll practices in effect to time to time. Executive agrees that the foregoingamounts shall constitute the entire monetary consideration provided to Executive under this Agreement, and that Executive will not seek any furthercompensation for any other money owed, including but not limited to any damage, costs, or attorneys’ fees in connection with the matters encompassed inthis Agreement. 3. Complete Release of All Claims. In consideration for the promises set forth in this Agreement, Executive for himself, his heirs, representatives,attorneys, executors, administrators, successors, relatives, and1assigns, knowingly and voluntarily releases and forever discharges the Company, its parent entities, owners, affiliates, subsidiaries, divisions, predecessors,insurers, reinsurers, successors, and assigns, and their current and former employees, attorneys, officers, directors and agents thereof, both individually and intheir representative capacities, and their employee benefit plans and programs and their administrators and fiduciaries (collectively referred to throughout theremainder of this Agreement as “Released Parties”), of and from any and all claims, known and unknown, asserted or unasserted, contingent or actual, whichthe Executive has or may have against the Released Parties as of the date Executive executes this Agreement, including, but not limited to, any allegedviolation of all common law, public policy, contract, tort (whether negligent or intentional), or other claims of any kind, whether under asserted under federal,state or local law, as well as all claims Executive might have under or pursuant to inter alia, the Age Discrimination in Employment Act (ADEA); Title VII ofthe Civil Rights Act of 1964; Sections 1981 and 1983 of the Civil Rights Act of 1866; the Americans With Disabilities Act, as amended; the Family andMedical Leave Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Equal Pay Act, the Occupational Safety and Health Act; the EmployeeRetirement Income Security Act of 1974; Nevada statutes on Compensation, Wages and Hours, Nev. Rev. Stat. Chapter 608; Nevada statutes on EmploymentPractices, Nev. Rev. Stat. Chapter 613; Nevada Occupational Safety & Health statutes; any other federal, state or local law, rule, regulation, or ordinance; andany claim for costs, fees, or other expenses including attorneys’ fees incurred in these matters.3.1 No Other Pending Claims. Executive represents and affirms that, prior to signing this Separation Agreement, Executive has not filed orpursued any complaints, charges, or lawsuits of any kind with any court, governmental or administrative agency, arbitrator, or other forum against theCompany or any of the other Company Releasees, asserting any claims whatsoever.3.2 Claims Not Released. Executive is not waiving any rights Executive may have to: (a) Executive’s own vested accrued employeebenefits under the Company’s health, welfare, or retirement benefit plans as of the Separation Date; (b) benefits and/or the right to seek benefits underapplicable workers’ compensation and/or unemployment compensation statutes; (c) pursue claims which by law cannot be waived by signing thisAgreement; and/or (d) enforce this Agreement.3.3 Provisions Related to Sexual Harassment Claims. Notwithstanding the general release of all claims, known or unknown, freely andexpressly given by Executive in this Agreement, Executive represents, warrants and agrees that Executive has not raised, nor ever had, claims involvingsexual harassment or sexual abuse while employed by the Company, and the compensation in this Agreement has no relation to sexual harassment or sexualabuse.4. Cooperation Required. Executive agrees that, as requested by the Company, Executive will cooperate fully with the Company or itsrepresentatives in any investigation, proceeding, administrative review or litigation brought against the Company or any Released Party by any governmentagency or private party pertaining to matters occurring during Executive’s employment with the Company or any Released Party. If Executive incurs out-of-pocket expenses in assisting the Company or any affiliate at its request, the Company will mail to Executive reimbursement check for those expenses withinfifteen (15) days after it receives a request for payment, along with satisfactory written substantiation of the claimed expenses.5. Agreement Not to Seek or Accept Future Employment. Executive agrees that, because of circumstances unique to Executive (includingirreconcilable differences with the Company), Executive is not qualified for reemployment with the Company now or in the future, and promises thatExecutive will not apply for or accept future employment with the Company, or any subsidiaries or affiliates of either the Company or Caesars EntertainmentCorporation (collectively, "Caesars"). For the purposes of clarification, this provision does not apply to any business entity that is not owned by, a subsidiaryof, or affiliated with Caesars as of the date Executive executes this Agreement. Executive further agrees that in the event Executive does apply for suchemployment with Caesars, Executive’s application may be rejected legitimately and lawfully solely because Executive breached this promise.6. Neutral Reference. Executive will not direct any third parties such as prospective employers to contact any Company employee or manager.Rather, Executive will direct any third parties to contact “The Work Number,” an automated third-party service that the Company uses for employmentverification at (800) 367-5690 or2www.theworknumber.com. The third party must provide the Company’s number (10587) and should be able to verify Executive’s dates of service, job title,and current employment status. Information regarding eligibility for rehire will not be provided. Company will exercise good faith efforts to provide only thisinformation but, due to the size and number of employees at the Company, and due to the confidential nature of this settlement, Company is not responsiblefor statements made by Company personnel if third parties contact anyone at Company individually instead of The Work Number.7. Return of Company Property, Confidentiality and Non-Disparagement.7.1 Return of Company Property. Executive has returned, or will return to the Company within five (5) business days of the SignatureDate, all Company property including but not limited to credit cards, mobile telephone(s), computer(s), keys, building passes, security passes, access oridentification cards.7.2 Confidentiality of Agreement. Executive understands, acknowledges, and agrees that, unless disclosure is otherwise required byapplicable law or regulation including disclosure(s) required by any gaming regulatory authority, the fact or content of this Agreement, and all the termscontained herein, are confidential and shall not be disclosed by Executive to any person or entity by Executive except that Executive may discuss the termsof this Agreement with Executive’s spouse, attorney, and tax advisor rendering professional services regarding the consideration provided to Executivepursuant to this Agreement, provided that each such individual agrees to keep such information strictly confidential and disclose it to no other person.Executive agrees that if any such individual to whom Executive discloses information regarding the terms of this Agreement then discloses such informationto any other person, Executive will be personally liable for such disclosure as a breach of this Agreement. Executive affirms that Executive has not made anyprior disclosures that, if made after the Signature Date, would have violated this obligation confidentiality. Notwithstanding the foregoing, Executiveunderstands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the U.S. Equal Employment OpportunityCommission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any otherfederal, state or local governmental agency or commission (“Government Agencies”). However, to the maximum extent permitted by law, Executive agreesthat if such an administrative claim is made, Executive shall not be entitled to recover any individual monetary relief or other individual remedies, exceptthat this provision does not limit the Executive’s right to receive an award for information provided to any Government Agencies. Executive furtherunderstands that this Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in anyinvestigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to thecompany. Under the Defend Trade Secrets Act of 2016, Executive will not be held criminally or civilly liable under federal or state trade secret law for thedisclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and(ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or otherproceeding, if such filing is made under seal.7.3 Non-Disparagement. Executive agrees not to criticize, denigrate, or otherwise disparage the Company, any other Released Party, orany of the Company’s products, processes, policies, practices, standards of business conduct, officers, directors, senior executives or employees with whomExecutive worked during the five (5) years preceding the Separation Date. Nothing in this section, however, shall prohibit Executive from providing truthfulinformation in compliance with any lawful subpoena or court order or otherwise complying with directives given by entities or individuals authorized by lawto compel information from Executive regarding the Company or any of the Released Parties.8. Consequence of Executive’s Breach. Executive understands and acknowledges that confidentiality as set forth in Section 7 and its subsections,above, is an important, material part of the consideration Executive is giving to the Company in this Agreement and that it would be very difficult for theCompany to quantify the effect of a breach of these provisions, and that, accordingly, injunctive relief is an appropriate remedy for any breach of theseprovisions, whether by Executive or by any person to whom Executive or Executive’s agent or agents have divulged information regarding the terms of thisAgreement. Additionally, if the Company receives reasonable and credible3evidence that Executive has breached any material provision of this Agreement, including, without limitation, the confidentiality and non-disparagementobligations set forth in this Agreement, Executive’s Salary Continuation Pay and Subsidized COBRA shall cease. If Executive’s breach is confirmed by acourt or other authorized decision maker of competent jurisdiction, Executive shall also be required to return to the Company those amounts previously paidto Executive by the Company. If Executive is determined not to be in breach, Executive shall be entitled to receive the remaining value of SalaryContinuation and Subsidized COBRA in a single lump sum payment, less taxes and withholding, within thirty (30) days of such determination.9. Dispute Resolution. Any dispute arising in connection with the validity, interpretation, enforcement, or breach of this Agreement; under anystatute, regulation, ordinance or the common law; or otherwise arising between Executive, on the one hand, and the Company or any of its Subsidiaries orAffiliates, on the other hand, the Parties, shall be submitted to binding arbitration before the American Arbitration Association (“AAA”) for resolution. Sucharbitration shall be conducted in Las Vegas, Nevada, and the arbitrator will apply the law of the State of Nevada, including federal law as applied in the Stateof Nevada. The arbitration shall be conducted in accordance with the AAA’s Employment Arbitration Rules, as modified by the terms set forth in thisAgreement. The arbitration will be conducted by a single arbitrator, who shall be an attorney who specializes in the field of employment law and shall haveprior experience arbitrating employment disputes. The Company will pay the fees and costs of the Arbitrator and/or the AAA, except that Executive will beresponsible for paying the applicable filing fee not to exceed the fee that Executive would otherwise pay to file a lawsuit asserting the same claim in court.The arbitrator shall not have the authority to modify the terms of this Agreement except to the extent that the Agreement violates any governing statue, inwhich case the arbitrator may modify the Agreement solely as necessary to not conflict with such statute. The Arbitrator shall have the authority to award anyremedy or relief that a court in Nevada could grant in conformity with the applicable law on the basis of claims actually made in the arbitration. TheArbitrator shall render an award and written opinion which shall set forth the factual and legal basis for the award. The award of the arbitrator shall be finaland binding on the Parties, and judgment on the award may be confirmed and entered in any state or federal court located in Clark County, Nevada. Thearbitration shall be conducted on a strictly confidential basis, and Executive shall not disclose the existence of a claim, the nature of a claim, any documents,exhibits, or information exchanged or presented in connection with any such a claim, or the result of any arbitration (collectively, “Arbitration Materials”), toany third party, with the sole exception of Executive’s legal counsel, who Executive shall ensure adheres to all confidentiality terms in this Agreement. In theevent of any court proceeding to challenge or enforce an arbitrator’s award, the Parties hereby consent to the exclusive jurisdiction of the state and federalcourts in Clark County, Nevada and agree to venue in that jurisdiction. The Parties agree to take all steps necessary to protect the confidentiality of theArbitration Materials in connection with any such proceeding, agree to file all confidential information, including but not limited to Confidential BusinessInformation, under seal to the extent possible, and agree to the entry of an appropriate protective order encompassing the confidentiality terms of thisAgreement. Each party agrees to pay its own costs and fees in connection with any arbitration of a dispute arising under this Agreement, and any courtproceeding arising therefrom, regardless of outcome. To the extent any dispute is found not to be subject to this arbitration provision, both Executive andCompany hereby waive their respective rights to trial by jury. EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS CAREFULLY READ THISSECTION 9, VOLUNTARILY AGREES TO ARBITRATE ALL DISPUTES, AND HAS HAD THE OPPORTUNITY TO REVIEW THE PROVISIONS OF THISSECTION WITH ANY ADVISORS AS EXECUTIVE CONSIDERED NECESSARY. BY SIGNING THIS SEPARATION AGREEMENT, EXECUTIVESIGNIFIES EXECUTIVE’S UNDERSTANDING AND AGREEMENT TO THIS SECTION.10. 409A Provisions. Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that thepayment of the benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Code, or shall comply with therequirements of such provision. Notwithstanding any provision in this Agreement or elsewhere to the contrary, if Executive is a “specified employee” withinthe meaning of Section 409A of the Code as of the Date of Termination, any payments or benefits due upon a termination of Executive’s employment underany arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and which do not otherwise qualify under theexemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas.Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided within thirty (30) days following the earlier of (i) the date which is six (6) monthsafter Executive’s separation from service (as defined in Section 409A of the Code and the4regulations and other published guidance thereunder) for any reason other than death, and (ii) the date of Executive’s death. Notwithstanding anything inthis Agreement or elsewhere to the contrary, distributions upon termination of Executive’s employment may only be made upon a “separation from service”as determined under Section 409A of the Code and such date shall be the Date of Termination for purposes of this Agreement. Each separately identifiedamount to which Executive is entitled under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A of the Code. Inaddition, to the extent possible under Section 409A of the Code, any series of installment payments under this Agreement shall be treated as a right to a seriesof separate payments. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement orotherwise if such designation would constitute a “deferral of compensation” within the meaning of Section 409A of the Code. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. To the extent thatany reimbursements pursuant to this Agreement or otherwise are taxable to Executive, any reimbursement payment due to Executive shall be paid toExecutive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred; provided, that,Executive has provided the Company written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Company’sexpense reimbursement policies. Reimbursements pursuant to this Agreement or otherwise are not subject to liquidation or exchange for another benefit andthe amount of such reimbursements that Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives inany other taxable year. Notwithstanding any of the foregoing to the contrary, the Company and its officers, directors, employees, agents, and representativesmake no guarantee or representation that the payments or benefits provided under this Agreement comply with, or are exempt from, the provisions of Section409A of the Code, and none of the foregoing shall have any liability or other obligation to indemnify or hold harmless Executive or any beneficiary ofExecutive for any Tax, additional tax, interest or penalties that Executive or any beneficiary of Executive may incur in the event that any provision of thisAgreement, or any amendment or modification thereof, or any other action taken with respect thereto, is deemed to violate any of the requirements of Section409A of the Code.11. Knowing and Voluntary Waiver/ADEA Waiver. Executive represents, warrants and agrees that Executive has carefully read and fullyunderstands all of the provisions of this Agreement, knowingly and voluntarily agrees to all of the terms set forth in this Agreement, and knowingly andvoluntarily intends to be legally bound by all of the terms set forth in this Agreement. Executive has been advised by the Company to consider the terms ofthis Agreement and consult with an attorney of Executive’s choice prior to executing this Agreement. Executive agrees that by signing this Agreement,Executive waives any claims Executive may have under the Age Discrimination in Employment Act of 1967 up to the time Executive signs thisAgreement. Executive has, if Executive wishes, twenty-one (21) days to consider this Agreement prior to signing it, and seven (7) days after signing thisAgreement to revoke Executive’s signature (the “Revocation Expiration Date”). Any revocation within this seven (7) day period must be submitted, inwriting via US Mail (registered or certified; return receipt requested) or via email (with a copy to follow US Mail), to Richard Appel, Law Department, 1Caesars Palace Drive, Las Vegas, Nevada 89109, rappel@caesars.com, and state, “I hereby revoke my acceptance of our Separation Agreement and GeneralRelease.” For this revocation to be effective, the written notice must be received by Mr. Appel no later than the close of business on the seventh (7th)calendar day after Executive signs this Agreement. If Executive revokes this Agreement, it shall not be effective or enforceable and Executive will not receivethe consideration stated herein. This Agreement does not prevent Executive from raising an age discrimination claim arising from facts and events occurringafter the Revocation Expiration Date.12. Miscellaneous. 12.1 Attorneys’ Consultation, Fees and Costs. Executive has been advised by the Company to consider the terms of this Agreement andconsult with an attorney of Executive’s choice prior to executing this Agreement. The Parties agree that each shall bear his or its own attorney’s fees and costsin connection with the negotiation and execution of this Agreement. 12.2 Transfer of Claims. Executive has not transferred or assigned, or purported to transfer or assign, to any person or entity, any claimdescribed in this Agreement.512.3 Governing Law. This Agreement shall be governed by, construed in, and enforced exclusively in accordance with the laws ofNevada without regard to its conflict of laws provisions. Any action, suit or proceeding involving this Agreement shall be initiated solely in Las Vegas,Nevada.12.4 Attorney’s Fees. In the event of any action, suit or proceeding in connection with this Agreement, the prevailing party shall beentitled to recover his or its actual and reasonable attorney’s fees in connection therewith.12.5 No Admission of Wrongdoing. The Parties have entered into this Agreement solely to resolve any disputed claims that may existbetween them. Neither the fact of this Agreement nor any of its parts shall be construed as an admission of wrongdoing or liability.12.6 Severability. Should any provision in this Agreement be determined to be invalid, the validity of the remaining provisions shall notbe affected thereby, and the invalid provision shall be deemed not to be part of this Agreement, and all remaining provisions shall remain valid andenforceable. 12.7 Entire Agreement. This Agreement sets forth the entire agreement between the Parties and supersedes any prior agreements betweenthe Parties pertaining to the subject matter of this Agreement, except for the following provisions of the Employment Agreement which remain in full forceand effect and are incorporated by this reference as though fully set forth herein: (a) Section 5 (“Claw-Back”); (b) Section 9(e) (“Executive’s Equity Awards”);(c) post-employment obligations, terms and conditions set forth in Section 10 (“Restrictive Covenants”); (d) Section 14 (“Litigation and RegulatoryCooperation”); and, (e) any express references to the Employment Agreement (for example, definitions) set forth herein. For purposes of clarification, ifExecutive violates any of the provisions set forth in Section 10 of the Employment Agreement, such violation will constitute a breach of this Agreement, andshall be subject to the provisions of Section 7 of this Agreement.12.8 Neutral Interpretation. The Parties have both participated in the negotiation and preparation of this Agreement. The provisions ofthis Agreement shall not be construed for or against a Party because such Party’s counsel drafted this Agreement, and all rules of construction in this regardare hereby waived.12.9 No Representations. The Parties acknowledge that, except as expressly set forth herein, no representations of any kind or characterhave been made by any other party or that party’s agents, representatives, or attorneys to induce the execution of this Agreement. The Parties further agreethat Executive has not relied upon any advice whatsoever from the Company or its attorneys. 12.10 No Modification or Waiver. No modification or waiver of the terms of this Agreement shall be effective unless it appears in awriting signed by all Parties to this Agreement. 12.11 Successors. This Agreement shall be binding upon the Parties, and their heirs, representatives, executors, administrators, successors,and assigns, and shall inure to the benefit of each and all of the Released Parties, and to their heirs, representatives, executors, administrators, successors, andassignees.12.12. Counterparts. This Agreement may be executed in one or more counterparts, including, without limitation, facsimile andelectronic counterparts, each of which shall be deemed an original and together shall constitute one and the same instrument.IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed as of the Signature Date.EXECUTIVE/s/ Robert J. Morse______________________________ROBERT J. MORSE6CAESARS ENTERPRISE SERVICES, LLCBy: _/s/ Mark Frissora_______________Name: ___Mark Frissora________________Its: __ President and Chief Executive Officer_Signature: _/s/ Mark Frissora_____________7Exhibit 10.111CAESARS ENTERTAINMENT CORPORATION2017 PERFORMANCE INCENTIVE PLANFORM OF CASH AWARD AGREEMENTTHIS CASH AWARD AGREEMENT (the “Agreement”) is made by and between Caesars Entertainment Corporation, a Delaware corporation (the“Corporation”), and ______________________ (the “Participant”), on the date set forth on the final page of this Agreement. Any capitalized terms nototherwise defined in this Agreement shall have the definitions set forth in the Plan (defined below).WHEREAS, the Corporation has adopted the Caesars Entertainment Corporation 2017 Performance Incentive Plan (the “Plan”), pursuant to which avariety of types of awards, including cash awards, may be granted; andWHEREAS, the Administrator has determined that it is in the best interests of the Corporation and its stockholders to grant the award provided forherein to Participant subject to the terms set forth herein.NOW, THEREFORE, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:1.Grant of Award.(a)Grant. The Corporation hereby grants to Participant, on the Date of Grant, the right to receive the cash payment set forth on the final pageof this Agreement (the “Cash Award”), on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. The Cash Awardrepresents the right to receive cash payment as of the Settlement Date (as defined below), subject to the terms of this Agreement and the Plan. The Cash Awardis subject to the restrictions described herein, including forfeiture under the circumstances described in Section 4 hereof. The Cash Award shall vest andbecome nonforfeitable in accordance with Section 2 and Section 4 hereof.(b)Incorporation by Reference, Etc. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expresslyset forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any interpretations, amendments, rules and regulationspromulgated by the Administrator from time to time pursuant to the Plan. The Administrator shall have final authority to interpret and construe the Plan andthis Agreement and to make any and all determinations under them, and its decisions shall be binding and conclusive upon Participant and his or her legalrepresentative in respect of any questions arising under the Plan or this Agreement.(c)Acceptance of Agreement. In order to accept this Agreement, Participant must indicate acceptance of the Cash Award andacknowledgment that the terms of the Plan and this Agreement have been read and understood by signing and returning a copy of this Agreement asinstructed by the Corporation. By accepting this Agreement, Participant consents to the electronic delivery of prospectuses, annual reports and otherinformation required to be delivered by Securities and Exchange Commission rules (which consent may be revoked in writing by Participant at any timeupon three business days’ notice to the Corporation, in which case subsequent prospectuses, annual reports and other information will be delivered in hardcopy to Participant).2.Vesting. Except as may otherwise be provided herein, subject to Participant’s continued employment with the Corporation or one of itsSubsidiaries (in accordance with Section 4 herein and the terms of the Plan), the Cash Award shall become vested on the date set forth on the final page of thisAgreement.3.Settlement. The settlement of the Cash Award may be subject to such conditions, restrictions and contingencies as the Administrator shalldetermine. The Cash Award shall be settled as soon as practicable after the Cash Award vests, but in no event later than March 15 of the year following thecalendar year in which the Cash Award vested (as applicable, the “Settlement Date”). Notwithstanding the foregoing, the payment date set forth in thisSection 3 has been specified for the purpose of being exempt from the provisions of Section 409A of the Code.4.Termination of Employment or Service. Except as otherwise provided in an employment agreement (or similar agreement) between Participantand the Corporation or any of its Subsidiaries in effect on the Date of Grant or as set forth on the final page of this Agreement, if Participant’s employment orservice with the Corporation or any Subsidiary, as applicable, terminates for any reason, then the unvested portion of the Cash Award shall be cancelledimmediately and Participant shall immediately forfeit any rights to the Cash Award subject to such unvested portion.5.Compliance with Legal Requirements.(a)Generally. The granting and settlement of the Cash Award, and any other obligations of the Corporation under this Agreement, shall besubject to all applicable federal, provincial, state, local and foreign laws, rules and regulations and to such approvals by any regulatory or governmentalagency as may be required. The Administrator shall have the right to impose such restrictions or delay the settlement of the Cash Award as it deems necessaryor advisable under applicable federal securities laws, the rules and regulations of any stock exchange or market upon which the Shares are then listed ortraded, and/or any blue sky or state securities laws applicable to the Shares; provided that any settlement shall be delayed only until the earliest date onwhich settlement would not be so prohibited. Participant agrees to take all steps the Administrator or the Corporation determines are necessary to complywith all applicable provisions of federal and state securities law in exercising his or her rights under this Agreement.(b)Tax Withholding. All distributions under the Plan shall be subject to Participant satisfying any applicable federal, state, local andforeign tax withholding obligations. The Corporation shall have the power and the right to require Participant to remit to the Corporation or deduct orwithhold from all amounts payable to Participant in connection with the Cash Award or otherwise, an amount sufficient to satisfy any applicable taxesrequired by law.6.Miscellaneous.(a)Transferability. The Cash Award may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by aParticipant other than by will or by the laws of descent and distribution, pursuant to a qualified domestic relations order if approved or ratified by theAdministrator or as otherwise permitted under the Plan.(b)Waiver. Any right of the Corporation contained in this Agreement may be waived in writing by the Administrator. No waiver of any righthereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, oras a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or awaiver of the continuation of the same breach.(c)Section 409A. The Cash Award is not intended to be subject to Section 409A of the Code. Notwithstanding the foregoing or anyprovision of the Plan or this Agreement, if any provision of the Plan or this Agreement contravenes Section 409A of the Code or could cause Participant toincur any tax, interest or penalties under Section 409A of the Code, the Administrator may, in its sole discretion and without Participant’s consent, modifysuch provision to (i) comply with, or avoid being subject to, Section 409A of the Code, or to avoid the incurrence of taxes, interest and penalties underSection 409A of the Code, and/or (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to Participant of the applicableprovision without materially increasing the cost to the Corporation or contravening the provisions of Section 409A of the Code. This Section 6(c) does notcreate an obligation on the part of the Corporation to modify the Plan or this Agreement and does not guarantee that the Cash Award will not be subject tointerest and penalties under Section 409A.(d)Notices. Any written notices provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given ifeither hand delivered or if sent by fax, pdf/email or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received threebusiness days after mailing but in no event later than the date of actual receipt. Notices shall be directed, if to Participant, at Participant’s address indicatedby the Corporation’s records, or if to the Corporation, to the Corporation’s principal business office.2(e)Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of anyother provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.(f)No Rights to Employment. Nothing contained in this Agreement shall be construed as giving Participant any right to be retained, in anyposition, as an employee or consultant of the Corporation or its Subsidiaries or shall interfere with or restrict in any way the right of the Corporation or itsSubsidiaries, which are hereby expressly reserved, to remove, terminate or discharge Participant at any time for any reason whatsoever.(g)No Rights to Award. The grant to Participant of the Cash Award pursuant to this Agreement shall not give Participant any claim or rightsto be granted any future award or additional awards under the Plan, subject to any express contractual rights (set forth in a document other than the Plan andthis Agreement) to the contrary.(h)Beneficiary. Participant may file with the Administrator a written designation of a beneficiary on such form as may be prescribed by theAdministrator and may, from time to time, amend or revoke such designation. If no validly designated beneficiary survives Participant, Participant’s estateshall be deemed to be Participant’s beneficiary.(i)Bound by Plan. By signing this Agreement, Participant acknowledges that Participant has received a copy of the Plan and has had anopportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.(j)Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Corporation and its successors and assigns,and of Participant and the beneficiaries, executors, administrators, heirs and successors of Participant.(k)Entire Agreement. This Agreement, the Plan and any Non-Disclosure Agreement entered into by Participant in connection herewithcontain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all priorcommunications, representations and negotiations in respect thereto. No change, modification or waiver of any provision of this Agreement shall be validunless the same be in writing and signed by the parties hereto, except for any changes permitted without consent under the Plan (including pursuant toSections 8.6.4 and 8.15(d)).(l)Governing Law. This Agreement shall be governed, construed and interpreted in accordance with the laws of the State of Delawarewithout regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of thelaws of any jurisdiction other than the State of Delaware.(m)Captions. The captions and headings of the Sections hereof are provided for convenience only and are not to serve as a basis forinterpretation or construction, and shall not constitute a part, of this Agreement.3IN WITNESS WHEREOF, the Corporation and Participant have executed this Agreement as set forth below.CAESARS ENTERTAINMENT CORPORATIONBy: _____________________________________ Name:Title:Date: ___________________________________Agreed to and Accepted by:_________________________________ Name:Date: ______________________ Amount of Cash AwardPossible for Payout: ____________ Date of Grant: ____________Vesting Schedule:The Cash Award shall vest on February 1, 2020, subject to Participant’scontinued employment or service with the Company or one of itsSubsidiaries through such vesting date.Exhibit 10.112CAESARS ENTERTAINMENT CORPORATION2017 PERFORMANCE INCENTIVE PLANFORM OF AMENDMENT TO CASH AWARD AGREEMENTTHIS AMENDMENT TO CASH AWARD AGREEMENT (the “Amendment”) is made by and between Caesars Entertainment Corporation, aDelaware corporation (the “Corporation”), and ______________________ (the “Participant”), on the date set forth on the final page of this Amendment.Any capitalized terms not otherwise defined in this Amendment shall have the definitions set forth in the Plan (defined below).WHEREAS, the Corporation has adopted the Caesars Entertainment Corporation 2017 Performance Incentive Plan (the “Plan”), pursuant to which avariety of types of awards, including cash awards, may be granted;WHEREAS, the Administrator has granted to Participant an award pursuant to the Plan in the form of the Cash Award Agreement dated as ofDecember , 2018 (the “Agreement”); andWHEREAS, the Administrator and Participant desire to amend the Agreement as set forth herein.NOW, THEREFORE, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:1.Amendment. The term “Vesting Schedule” on the final page of the Agreement is hereby amended and restated in its entirety to read as follows:“The Cash Award shall vest on February 1, 2020, subject to Participant’s continued employment or service with the Company or one of its Subsidiariesthrough such vesting date; provided, that the unvested Cash Award shall automatically vest in full upon a Participant’s termination employment or servicewith the Company or one of its Subsidiaries resulting from (i) a termination by the Company without Cause, (ii) a resignation by Participant for Good Reason,or (iii) a Participant’s death or Disability.”2.Miscellaneous. The provisions of Article 6 of the Agreement are incorporated herein by reference and apply mutatis mutandis to this Amendment.IN WITNESS WHEREOF, the Corporation and Participant have executed this Agreement as set forth below.CAESARS ENTERTAINMENT CORPORATIONBy: _____________________________________Name:Title:Date: ____________________________________Agreed to and Accepted by:_________________________ Name:Code of Business Conduct and Ethics February 2018 CAESARS CODE OF BUSINESS CONDUCT AND ETHICS | 2018 Table of Contents 3 CEO letter 4 General Standards 5 Conflicts of Interest 6 Corporate Opportunities 6 Confidentiality 7 Harassment and Bullying 8 Competition and Fair Dealing 8 Company Records 8 Company Assets 9 Accuracy of Financial Reports and other Public Communications 11 Compliance with Laws and Regulations 12 Compliance with Trading Laws 12 Fair Disclosure 13 Reporting Violations and Accountability 15 Waivers 15 Compliance Policy 15 Conclusion 2 CAESARS CODE OF BUSINESS CONDUCT AND ETHICS | 2018 We work in one of the most highly regulated and closely watched industries on earth.And we are the leader in that industry. Our very name means leader.Working at Caesars Entertainment means to expect nothing less than the very best behavior from ourselves and from one another. We are the stewards of Caesars Entertainment’s reputation. To help guide our actions, we have adopted this Code of Business Conduct and Ethics. This Code sets clear expecta- tions for each of us in conducting Caesars Entertainment’s business consistent with the highest standards of ethics and responsibility. This Code applies to all of our directors, officers and em- ployees and demands that each of us do the right thing – follow the law, treat customers, co-workers and other peo- ple with respect and demonstrate honesty and integrity in all things we do. Please review this Code carefully. If you have any questions or are unsure how to handle an issue, reach out. Reach out to your manager or to our Chief Compliance Officer or someone on that team. We also have a confidential, toll-free hotline to ask questions or report potential violations. Thank you for your commitment to our company and our culture. Mark Frissora Chairman & CEO 3 CAESARS CODE OF BUSINESS CONDUCT AND ETHICS | 2018 General Standards This Code of Business Conduct and Ethics contains general guidelines for conducting the business of Caesars Entertain- ment Corporation (with its affiliates and subsidiaries, “Cae- sars Entertainment” or the “Company”) consistent with the highest standards of business ethics. Here is what we expect of everyone: • honest and ethical conduct, including ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • full, fair, accurate, timely and understand- able disclosure in reports and documents that Caesars Entertainment files with, or submits to, the United States Securities and Exchange Commission (the “SEC”), and in other public communications made by Caesars Entertainment; • compliance with all applicable laws, rules and regulations; • prompt internal reporting to an appropriate person or per- sons identified in this Code of violations of the Code; and • accountability for adherence to this Code. What Does “Applicable Laws” Mean? Follow the rules. Remember, US laws apply to you regardless of where you work. We operate in five countries and must follow the local law as well as US law. 4 CAESARS CODE OF BUSINESS CONDUCT AND ETHICS | 2018 Conflicts of Interest All directors, officers and employees must fully disclose any sit- uations, including situations involving immediate family mem- All directors, bers, that reasonably could be expected to give rise to a con- officers and flict of interest or the appearance of one. Conflicts should be employees must disclosed to your immediate supervisor or the General Counsel fully disclose any or someone on his team. situation that What is a conflict of interest? reasonably could A conflict of interest exists when your private interest, or the be expected to give private interest of one of your family members, interferes, or rise to a conflict appears to interfere, in any way with the interests of the Com- of interest or the pany as a whole. The following are examples of situations (ap- appearance of one. plicable to both you and your family member) that may present a conflict of interest: • employment by, service as a • receipt of personal benefits director of or the provision or favors (other than nominal of any services benefits or favors) as a result of to a company your position with the Company; that is one of • a significant financial interest the Company’s (ownership or otherwise) in material any company that is one of the customers, Company’s material customers, suppliers or suppliers or competitors; and competitors, or a company •any loan or guarantee of whose interests personal obligations from, or could reasonably any other financial transaction be expected with, any company that is one to conflict with of the Company’s material the Company’s customers, suppliers or interests; competitors (other than loans from commercial lending institutions in the ordinary course of business). 5 CAESARS CODE OF BUSINESS CONDUCT AND ETHICS | 2018 Corporate Opportunities Employees of the Company owe a duty to the Company to advance its legitimate interests when the opportunity arises. Employees Employees are prohibited from taking (or directing to a third are prohibited party) a business opportunity discovered through the use of from taking (or the Company’s property, information or position. In general, directing to a third employees may not use corporate property, information or party) a business position for personal gain or compete with the Company, but opportunity ownership of a financial interest in a competitor that is not a discovered significant financial interest is not considered to be compet- through the use ing with the Company. of the Company’s Any employee that discovers a business opportunity that is in property, one of the Company’s lines of business must first present the information or business opportunity to the General Counsel, or his designee, position. before pursuing the activity in his individual capacity. If the General Counsel, or his designee, as the case may be, waives the Company’s right to pursue the opportunity, then you may do so in your individual capacity. Confidentiality In the course of the Com- pany’s business, directors, officers and employees may gain confidential information, includingnon-public informa- tion, that might be of use to competitors or harmful to the Company or its customers, if disclosed. You should maintain the confidentiality of informa- tion entrusted to you by the Company or its customers, ex- cept when disclosure is autho- rized or legally mandated. 6 CAESARS CODE OF BUSINESS CONDUCT AND ETHICS | 2018 Harassment and Bullying Harassment is an action, conduct or behavior that is viewed as Caesars unwelcome, humiliating, intimidating or offensive by the re- Entertainment cipient. Bullying is repeated verbal, physical, social or psycho- does not tolerate logical abuse by a person or group of people at work. Caesars any form of Entertainment does not tolerate any form of harassment or harassment or bullying in any of our workplaces. bullying in any of You must never engage in actions or behaviors that involve ha- our workplaces. rassment or bullying. You are expected to be inclusive, collabo- rative and supportive. It is important that you consider the impli- cations of your behaviors, and support your coworkers to speak up and raise concerns. Our Code of Business Conduct supports a culture where we treat all of our employees with respect. Caesars Entertainment is governed and abides by each coun- try’s laws and regulations regarding the fair and proper treat- ment of others. Harassment and bullying are illegal in many countries and may lead to penalties for individuals and for Cae- sars Entertainment. Always act in accordance with the highest ethical and legal standards. Always Never · Treat everyone with respect and dignity in line · Behave in a way that is offensive,insulting, with Corporate Code of Commitment. intimidating, malicious or humiliating. · Speak up if you are uncomfortable or upset · Make jokes or comments about a person’s race, with someone’s comments or behaviors, and gender, ethnicity, religion, sexual preference, talk it through. (Be mindful that workplace ha- age, physical appearance or disability. rassment and bullying should not be confused · Engage in sexual harassment. with constructive feedback or coaching on work performance or work-related behavior of · Distribute or display offensive material, includ- an individual or group for development.) ing inappropriate pictures or cartoons. · Feel comfortable speaking up, even if the be- Where to go for help havior is not directed at you. · Supervisor or manager · Human Resources representative · Encourage and insist on a workplace free of · Group Legal representative harassment and bullying. · Compliance & Ethics Hotline 7 CAESARS CODE OF BUSINESS CONDUCT AND ETHICS | 2018 Competition and Fair Dealing All directors, officers and employees are obligated to deal fairly with the Company’s customers, suppliers and competitors. You You may not may not take unfair advantage of any person or entity through take unfair manipulation, concealment, abuse of privileged information, advantage of misrepresentation or any other unfair dealing or practice. any person or Company Records entity. Our senior leaders have implemented policies to ensure that all Company records are complete, accurate and reliable in all material respects. Company records include, but are not lim- ited to, bookkeeping information, payroll, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the course of our business. You are responsible for understand- ing and complying with the Company’s document retention policy. Please refer to the Company’s document retention policy for more information about Company records. Company Assets You should protect the Company’s assets employed by or entrusted to you, and ensure their efficient and responsible use. Theft, carelessness and waste have a direct impact on the Company’s profitability. Don’t participate in these activ- ities and don’tignore it if others do so. All Company assets should be used only for legitimate business purposes. 8 CAESARS CODE OF BUSINESS CONDUCT AND ETHICS | 2018 Accuracy of Financial Reports and other Public Communications It is our policy that our public disclosures be accurate and complete in all material respects regarding our business, Materially financial condition and results of operations. Materially inac- inaccurate, curate, incomplete or untimely public reporting will not be incomplete tolerated and can severely damage the Company and cause or untimely legal liability. reporting will Each director, officer or employee of the Company, to the not be tolerated extent involved in the Company’s disclosure process, is re- and can severely quired to be familiar with the Company’s disclosure controls damage the and procedures applicable to him or her so that the Compa- Company and ny’s public reports and documents filed with the SEC comply cause legal in all material respects with the applicable federal securities liability. laws and SEC rules. In addition, each such person having direct or supervisory authority regarding these SEC filings or the Company’s other public communications concerning its general business, results, financial condition and pros- pects should, to the extent appropriate within his or her area of responsibility, consult with other Company officers and employees and take other appropriate steps regarding thesedisclosures with the goal of making full, fair, accurate, timely and under- standable disclo- sure. 9 CAESARS CODE OF BUSINESS CONDUCT AND ETHICS | 2018 To the extent you are involved in the Company’s disclosures, you must: • familiarize yourself with the • not knowingly misrepresent, disclosure requirements appli- or cause others to misrepre- cable to the Company, as well sent, facts about the Compa- as the business and financial ny to others, whether within operations of the Company; or outside the Company, and including to the Company’s independent auditors, gov- ernmental regulators and self-regulatory organizations. We are responsible for implementing and maintaining an adequate internal control structure and procedures for financial reporting, including without limitation disclosure controls and procedures. You should be on guard for, and promptly report, evidence of im- proper public reporting. What Does Disclosure Mean? Don’t be cute. We should use plain language to communi- cate with regulators, markets, customers and investors. That applies when the news is good and even when it isn’t. We will never communicate false or mis- leading information to the me- dia, to our auditors or anyone else, and we will never direct or allow a colleague to do so. 10 CAESARS CODE OF BUSINESS CONDUCT AND ETHICS | 2018 Compliance with Laws and Regulations Each of us has Each of us has an obligation to comply with the laws of the an obligation cities, states and countries in which the Company operates. to comply with The Company will not tolerate any activity that violates any laws, rules or regulations applicable to it. This includes, with- the laws of the out limitation, laws covering the gaming industry, commer- cities, states and cial bribery and kickbacks, copyrights, trademarks and trade countries in which secrets, information privacy, illegal political contributions, the Company antitrust prohibitions, foreign corrupt practices, offering or operates. receiving gratuities, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuse of corpo- rate assets. 11 CAESARS CODE OF BUSINESS CONDUCT AND ETHICS | 2018 You are strictly Compliance with Trading Laws prohibited from You are strictly prohibited from trading in the Company’s recommending, stock or other securities, or the stock or other securities of “tipping” or any other company, while in possession of material, nonpub- suggesting that lic information about the Company or the other company. In addition, you are strictly prohibited from recommending, anyone else “tipping” or suggesting that anyone else buy or sell our stock buy or sell our or other securities, or the stock or securities of any other stock or other company, on the basis of material, nonpublic information. For securities. more information, please refer to the Company’s securities trading policy and procedures. Fair Disclosure The Company’s policy is to provide timely, materially accurate and complete informa- tion in response to public requests (media, analysts, etc.), consistent with the Compa- ny’s obligations to maintain the confidenti- ality of competitive and proprietary infor- mation and to prevent selective disclosure of market-sensitive financial data. In con- nection with our public communications, the Company is required, and its policy is, to comply with Regulation FD (which stands for “fair disclosure”) under the federal securities laws. For more information, please contact the Law Department. Directors,officers and employees who are authorized to speak to the media must be aware of the requirements of Regulation FD and must make every effort to ensure that the Company’s public disclosures comply with those requirements. 12 CAESARS CODE OF BUSINESS CONDUCT AND ETHICS | 2018 Reporting Violations and Accountability The Board of Directors has the authority to interpret this Code in any particular situation. If you become aware of any violation of this Code, you must notify your “Policy Contact” If you become promptly. “Policy Contact” means (a) for directors and ex- ecutive officers of the Company, the General Counsel or his aware of any designee (unless the General Counsel or such designee is the violation of this subject of the potential violation, in which case the Policy Code, you must Contact is the Chief Financial Officer), and (b) for other em- notify your ployees of the Company, your immediate supervisor or the “Policy Contact” General Counsel or his designee. If you do not feel comfort- promptly. able reporting the conduct in question to your Policy Con- tact, or do not get a satisfactory response, you may contact any member of the Board of Directors. Any questions relating to how these policies should be inter- preted or applied should be addressed to the General Coun- sel or his designee. If you are unsure of whether a situation violates this Code, you should discuss the situation with your Policy Contact. Your obligations: • notify the appropriate Policy Contact promptly of any existing or potential violation of this Code; and • not retaliate against any director, officer oremployee of the Compa- ny for reports of potential violations that are made in good faith. Eric Hession Tim Donovan EVP & CFO EVP, General Counsel & Chief Regulatory Officer 13 CAESARS CODE OF BUSINESS CONDUCT AND ETHICS | 2018 Our procedures to enforce this Code: • all Policy Contacts will en- • the Audit Committee may sure that the General Counsel conduct any additional in- or his designee is notified vestigation of a matter as it promptly of any reports not deems necessary. If the Audit made to the General Counsel Committee determines that a or designee directly. In the director or executive officer case of violations or alleged has violated this Code, it will violations involving the Gen- report its determination to the eral Counsel or his designee, Board of Directors; the Chief Financial Officer will • in the event a violation of this take on this role; Code has occurred, the Com- • the General Counsel or his pany will take disciplinary or designee will take action to in- preventive action as it deter- vestigate any violation report- mines to be appropriate, up to ed as he or she determines to and including dismissal or, in be appropriate; the event of criminal or other serious violations of law, no- • the General Counsel will re- tification of the SEC or other port each violation and al- appropriate law enforcement leged violation involving a authorities; and director or an executive offi- cer to the Chair of the Audit • all questions and reports of Committee. In the case of known or suspected violations violations or alleged violations of the law or this Code will be involving the General Counsel,treated with sensitivity and the Chief Financial Officer will discretion. The Company will take on this role. To the extent protect each director’s, offi- he or she deems appropriate, cer’s and employee’s confi- the Chair of the Audit Com- dentiality to the extent pos- mittee may participate in any sible consistent with the law investigation of a director or and our need to investigate executive officer. After the reports. The Company strictly conclusion of an investigation prohibits retaliation against a of a director or executive of- director, officer or employee ficer, the conclusions shall be who, in good faith, seeks help reported to the Audit Com- or reports known or suspect- mittee; ed violations. 14 CAESARS CODE OF BUSINESS CONDUCT AND ETHICS | 2018 Waivers Each of the Board of Directors (in the case of a violation by a director or executive officer) and the General Counsel or his designee (in the case of a violation by any other person) may, in its or his discretion, waive any violation of this Code. Any waiver for a director or an executive officer will be dis- closed as required by SEC and Nasdaq rules. Compliance Policy This Code is not intended to amend or replace the Com- pany’s Compliance Policy or any other company codes of conduct and you will be required to comply with the terms of this Code, the Compliance Policy and any other Company codes of conduct. Conclusion You are This Code contains general guidelines for conducting the responsible business of the Company consistent with the highest stan- for your own dards of business ethics. Please contact the Law Department actions. with any questions about these guidelines. You are separate- ly responsible for your own actions. If you engage in conduct prohibited by the law or this Code, you will be deemed to have acted outside the scope of your relationship with the Company and may be subject to disciplinary action, includ- ing possibly termination or removal from your position. THIS CODE AND THE MATTERS ADDRESSED HEREIN ARENEITHER A CONTRACT OF EMPLOYMENT NOR A GUARANTEE OF CONTINUING COMPANY POLICY. WE RESERVE THE RIGHT TO AMEND, SUPPLEMENT OR DISCONTINUE THIS CODE AND THE MATTERS ADDRESSED HEREIN, WITHOUT PRIOR NOTICE, AT ANY TIME. 15 Exhibit 21CAESARS ENTERTAINMENT CORPORATIONLIST OF SUBSIDIARIESAs of February 21, 2019Name Jurisdiction ofIncorporation1300 WSED, LLC Delaware1301 WSED, LLC(1) Maryland1400 WSED, LLC Delaware3535 LV Corp. Nevada3535 LV Newco, LLC DelawareAC Conference Holdco., LLC DelawareAC Conference Newco., LLC DelawareAster Insurance Ltd. BermudaBally's Las Vegas Manager, LLC DelawareBally's Park Place, LLC New JerseyBaluma Holdings S.A. BahamasBenco, LLC NevadaBL Development, LLC MinnesotaBoardwalk Regency LLC New JerseyBurlington Street Services Limited England/WalesBV Manager, LLC DelawareCA Hospitality Holding Company, Ltd. British Virgin IslandsCaesars Asia Limited Hong KongCaesars Bahamas Investment Corporation BahamasCaesars Bahamas Management Corporation BahamasCaesars Baltimore Acquisition Company, LLC DelawareCaesars Baltimore Investment Company, LLC DelawareCaesars Baltimore Management Company, LLC DelawareCaesars Dubai, LLC DelawareCaesars Enterprise Services, LLC (2) DelawareCaesars Entertainment Japan, LLC DelawareCaesars Entertainment UK Ltd. United KingdomCaesars Entertainment Windsor Limited CanadaCaesars Growth Bally's LV, LLC DelawareCaesars Growth Baltimore Fee, LLC DelawareCaesars Growth Cromwell, LLC DelawareCaesars Growth Harrah's New Orleans, LLC DelawareCaesars Growth Partners, LLC DelawareCaesars Growth PH, LLC DelawareCaesars Growth PH Fee, LLC DelawareCaesars Growth Quad, LLC DelawareCaesars Hospitality, LLC DelawareCaesars Interactive Entertainment New Jersey, LLC DelawareCaesars Interactive Entertainment, LLC DelawareCaesars International Hospitality, LLC DelawareCaesars Korea Holding Company, LLC DelawareCaesars Korea Services, LLC DelawareCaesars License Company, LLC NevadaCaesars Linq, LLC Delaware1Name Jurisdiction ofIncorporationCaesars Marketing Services Corporation NevadaCaesars Massachusetts Investment Company, LLC DelawareCaesars Mayfair Limited England and WalesCaesars New Jersey, LLC New JerseyCaesars Octavius, LLC DelawareCaesars Ontario Holding, Inc. CanadaCaesars Palace LLC DelawareCaesars Palace Realty LLC NevadaCaesars Parlay Holding, LLC DelawareCaesars Resort Collection, LLC DelawareCaesars Riverboat Casino, LLC IndianaCaesars Trex, Inc. DelawareCaesars World International Corporation (S) PTE, Ltd. SingaporeCaesars World International Far East Limited Hong KongCaesars World, LLC FloridaCaesars World Marketing LLC New JerseyCaesars World Merchandising, LLC NevadaCalifornia Clearing Corporation CaliforniaCasino Computer Programming, Inc. IndianaCBAC Borrower, LLC DelawareCBAC Gaming, LLC (3) DelawareCBAC Holding Company, LLC DelawareCentaur Acquisition, LLC IndianaCentaur Colorado, LLC DelawareCentaur Holdings, LLC DelawareCEOC, LLC DelawareCH Management Company, Ltd. Hong KongChester Downs and Marina LLC PennsylvaniaChester Facility Holding Company, LLC DelawareChristian County Land Acquisition Company, LLC DelawareCIE Growth, LLC DelawareConsolidated Supplies, Services and Systems NevadaCorner Investment Company, LLC NevadaCPLV Manager, LLC DelawareCreator Capital Limited (4) BermudaCR Baltimore Holdings, LLC (5) DelawareCRC Finco, Inc. DelawareCromwell Manager, LLC DelawareDagger Holdings Limited England/WalesDes Plaines Development Limited Partnership (6) DelawareDesert Palace, LLC NevadaEastside Convention Center, LLC DelawareEmerald Safari Resort (Pty) Limited (7) South AfricaEntertainment RMG Canada, Inc. CanadaFlamingo CERP Manager, LLC NevadaFlamingo Las Vegas Operating Company, LLC NevadaGB Investor, LLC DelawareGiles Road Developer, LLC Delaware2Name Jurisdiction ofIncorporationGolden Nugget Club Limited England/WalesGrand Casinos of Biloxi, LLC MinnesotaGrand Casinos, Inc. MinnesotaHarrah South Shore Corporation CaliforniaHarrah's (Barbados) SRL BarbadosHarrah's Arizona Corporation NevadaHarrah's Atlantic City Operating Company, LLC New JerseyHarrah's Atlantic City Propco, LLC DelawareHarrah's Bossier City Investment Company, LLC LouisianaHarrah's Chester Downs Investment Company, LLC DelawareHarrah's Chester Downs Management Company, LLC NevadaHarrah's Illinois LLC NevadaHarrah's Interactive Investment Company NevadaHarrah's International C.V. The NetherlandsHarrah's Iowa Arena Management, LLC DelawareHarrah's Las Vegas, LLC NevadaHarrah's Laughlin, LLC NevadaHarrah's Management Company NevadaHarrah's NC Casino Company, LLC North CarolinaHarrah's New Orleans Management Company, LLC NevadaHarrah's North Kansas City LLC MissouriHarrah's Operating Company Memphis, LLC DelawareHarrah's Shreveport/Bossier City Investment Company, LLC DelawareHarveys BR Management Company, Inc. NevadaHarveys Iowa Management Company, LLC NevadaHarveys Tahoe Management Company, LLC NevadaHBR Realty Company, LLC NevadaHCAL, LLC NevadaHEI Holding C.V. The NetherlandsHET International 1 B.V. The NetherlandsHET International 2 B.V. The NetherlandsHLV CERP Manager, LLC NevadaHole in the Wall, LLC NevadaHomerun Russia, LLC Russia FederationHoosier Park, LLC IndianaHorseshoe Cincinnati Management, LLC DelawareHorseshoe Entertainment LouisianaHorseshoe Gaming Holding, LLC DelawareHorseshoe GP, LLC NevadaHorseshoe Hammond, LLC IndianaHP Dining and Entertainment, LLC IndianaHP Dining and Entertainment II, LLC IndianaHTM Holding, LLC NevadaInter Casino Management (Egypt) Limited Isle of ManJazz Casino Company, LLC LouisianaJCC Fulton Development, LLC LouisianaJCC Holding Company II, LLC DelawareJGB Vegas Retail Lessee, LLC (8) Nevada3Name Jurisdiction ofIncorporationJoliet Manager, LLC DelawareLaughlin CERP Manager, LLC NevadaLaundry Newco, LLC DelawareLCI (Overseas) Investments Pty Ltd. South AfricaLifeboat, Inc. LouisianaLondon Clubs (Overseas) Limited England/WalesLondon Clubs Brighton Limited England/WalesLondon Clubs Glasgow Limited ScotlandLondon Clubs Holdings Limited England/WalesLondon Clubs Leeds Limited England/WalesLondon Clubs LSQ Limited England/WalesLondon Clubs Management Limited England/WalesLondon Clubs Manchester Limited England/WalesLondon Clubs Nottingham Limited England/WalesLondon Clubs Poker Room Limited England/WalesLondon Clubs South Africa Limited England/WalesLondon Clubs Southend Limited England/WalesLondon Clubs Trustee Limited England/WalesMartial Development Corp. New JerseyNew Centaur, LLC DelawareNew Gaming Capital Partnership NevadaNon-CPLV Manager, LLC DelawareOcean Showboat, Inc. New JerseyOctavius/Linq Intermediate Holding, LLC DelawareParball LLC NevadaParball Newco, LLC DelawareParis CERP Manager, LLC NevadaParis Las Vegas Operating Company, LLC NevadaPHW Las Vegas, LLC NevadaPHW Manager, LLC NevadaPHWLV, LLC NevadaPlayboy Club (London) Limited England/WalesPlayers Bluegrass Downs, LLC KentuckyPlayers Holding, LLC NevadaPlayers International, LLC NevadaRFCZ (UK) Ltd. (9) EnglandRio CERP Manager, LLC NevadaRio Properties, LLC NevadaRobinson Property Group LLC MississippiRoman Entertainment Corporation of Indiana IndianaRoman Holding Company of Indiana, LLC IndianaRomulus Risk and Insurance Company, Inc. NevadaShowboat Atlantic City Operating Company, LLC New JerseySouthern Illinois Riverboat/Casino Cruises, LLC IllinoisSterling Suffolk Racecourse, LLC (10) MassachusettsThe Caesars Foundation NevadaThe Quad Manager, LLC DelawareThe Sportsman Club Limited England/Wales4Name Jurisdiction ofIncorporationTunica Roadhouse LLC DelawareVegas Development Land Owner, LLC DelawareWindsor Casino Limited Canada 1 79% CBAC Borrower; 21% non-affiliate2 69% CEOC, LLC; 31% Caesars Resort Collection, LLC3 69.90% CR Baltimore Holdings, LLC; 30.10% third party shareholders4 7.5% Harrah's Interactive Investment Company; 92.5% non-affiliate5 58.51 Caesars Baltimore Investment Company, LLC; 41.49% non-affiliate6 80% Harrah's Illinois LLC; 20% non-affiliate7 70% LCI (Overseas) Investments Pty Ltd.; 30% non-affiliate8 10.1% GB Investor, LLC; 89.9% non- affiliate9 50% Caesars Korea Holding Company, LLC; 50% non-affiliate10 4.09% Caesars Massachusetts Investment Company, LLC; 95.91% non-affiliate 5Exhibit 23CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe consent to the incorporation by reference in Registration Statement Nos. 333-182385, 333-204343, 333-211766, 333-220865, 333-220872, and 333-228792 on Form S-8, Registration Statement No. 333-216636 on Form S-4, and Registration Statement No. 333-180116 on Form S-3 of CaesarsEntertainment Corporation of our reports dated February 21, 2019, relating to the consolidated financial statements and financial statement schedule ofCaesars Entertainment Corporation and subsidiaries (the “Company”) (which report expresses an unqualified opinion and includes an explanatory paragraphfor the adoption of ASU 2014-09 and an emphasis of matter paragraph relating to Caesars Acquisition Company merger with and into the Company onOctober 6, 2017), and the effectiveness of the Company’s internal control over financial reporting appearing in this Annual Report on Form 10-K of CaesarsEntertainment Corporation for the year ended December 31, 2018./s/ DELOITTE & TOUCHE LLPLas Vegas, NevadaFebruary 21, 2019Exhibit 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 thisreport;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 inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, 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 mostrecent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially 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 arereasonably likely 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 internalcontrol over financial reporting. Date:February 21, 2019 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 thisreport;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 inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, 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 mostrecent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially 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 arereasonably likely 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 internalcontrol over financial reporting. Date:February 21, 2019 By:/s/ ERIC HESSION Eric Hession Executive Vice President and Chief Financial OfficerExhibit 32.1Certification 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, 2018 (the “Report”) fully complies with therequirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.Date:February 21, 2019 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 18of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or afterthe date hereof, 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, 2018 (the “Report”) fully complies with therequirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.Date:February 21, 2019 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 18of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or afterthe date hereof, 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,competitively and free of criminal and corruptive elements. Since the continued growth and success of gaming is dependent upon public confidence, gaminglaws protect gaming consumers and the viability and integrity of the gaming industry, including prevention of cheating and fraudulent practices. Gaminglaws may also be designed to protect and maximize state and local revenues derived through taxation and licensing fees imposed on gaming industryparticipants and enhance economic development and tourism. To accomplish these public policy goals, gaming laws establish procedures to ensure thatparticipants in the gaming industry meet certain standards of character and fitness, or suitability. In addition, gaming laws require gaming industryparticipants 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 thesafeguarding of assets and revenues;•Maintain systems for reliable record keeping;•File periodic reports with gaming regulators; and•Maintain strict compliance with various laws, regulations and required minimum internal controls pertaining to gaming.Typically, regulatory environments in the jurisdictions in which 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 forlicensure;•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 anddebt transactions 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 suitabilitytypically require a determination that the applicant qualifies or is suitable. Gaming authorities have very broad discretion in determining whether anapplicant qualifies for licensing or should be deemed suitable. Subject to certain administrative proceeding requirements, the gaming regulators have theauthority to deny any application or limit, condition, restrict, revoke or suspend any license, registration, finding of suitability or approval, or fine any personlicensed, registered or found suitable or approved, for any cause deemed reasonable by the gaming authorities. Criteria used in determining whether to grant alicense or finding of suitability, while varying between jurisdictions, generally include consideration of factors such as:•The financial stability, integrity and responsibility of the applicant, including whether the operation is adequately capitalized in the jurisdictionand exhibits the ability to maintain adequate insurance levels;1•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 thecharacter of 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 hold a 100% ownership interest in not more than two riverboatlicenses. We are also permitted to hold gambling game licenses for each of Harrah’s Hoosier Park and Indiana Grand. 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 conductgaming operations are granted for limited durations and require renewal from time to time. There can be no assurance that any of our licenses or any of theabove mentioned contracts will be renewed.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 may assume complete operational control of our riverboat in the eventour license is revoked or not renewed, and may be authorized to take any action necessary to sell the property if we are unable to find a suitable buyer within180 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 abusiness associate of a gaming licensee. Certain jurisdictions require that any change in our directors or officers, including the directors or officers of oursubsidiaries, must be approved by the requisite regulatory agency. Our officers, directors and certain key employees must also file applications with thegaming authorities and may be required to be licensed, qualified or be found suitable in many jurisdictions. Gaming authorities may deny an application forlicensing for any cause which they deem reasonable. Qualification and suitability determinations require submission of detailed personal and financialinformation followed by a thorough investigation. The burden of demonstrating suitability is on the applicant, who must pay all the costs of theinvestigation. Changes in licensed positions must be reported to gaming authorities and in addition to their authority to deny an application for licensure,qualification or a finding of suitability, gaming authorities have jurisdiction to condition, limit, or 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 employmentof any person who refuses to file appropriate applications.Moreover, in many jurisdictions, any of our stockholders or holders of our debt securities may be required to file an application, be investigated, and qualifyor have his, her or its suitability determined. For example, under Nevada gaming laws, each person who acquires, directly or indirectly, beneficial ownershipof any voting security, or beneficial or record ownership of any non-voting security or any debt security in a public corporation which is registered with theNevada Gaming Commission (the “Commission”), such as Caesars Entertainment Corporation, may be required to be found suitable if the Commission hasreason to believe that his or her acquisition of that ownership, or his or her continued ownership in general, would be inconsistent with the declared publicpolicy of Nevada, in the sole discretion of the Commission. Any person required by the Commission to be found suitable shall apply for a finding ofsuitability within 30 days after the Commission’s request that he or she should do so and, together with his or her application for suitability, deposit with theNevada 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 andcharges incurred in the investigation and processing of that application for suitability, and deposit such additional sums as are required by the Board to payfinal 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 ofany public corporation which is registered with the gaming authority, such as Caesars Entertainment Corporation, beyond the time prescribed by the gamingauthority. A violation of the foregoing may constitute a criminal offense. A finding of unsuitability by a particular gaming authority impacts that person’sability to associate or affiliate with gaming licensees in that particular jurisdiction and could impact the person’s ability to associate or affiliate with gaminglicensees in other jurisdictions.2Many 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 toapply for qualification or a finding of suitability. Most gaming authorities, however, allow an “institutional investor” to apply for a waiver that allows the“institutional investor” to acquire, in most cases, up to 15% of our voting securities without applying for qualification or a finding of suitability. An“institutional investor” is generally defined as an investor acquiring and holding voting securities in the ordinary course of business as an institutionalinvestor, and not for the purpose of causing, directly or indirectly, the election of a majority of the members of our board of directors, any change in ourcorporate charter, bylaws, management, policies or operations, or those of any of our gaming affiliates, or the taking of any other action which gamingauthorities find to be inconsistent with holding our voting securities for investment purposes only. An application for a waiver as an institutional investorrequires the submission of detailed information about the company and its regulatory filings, the name of each person that beneficially owns more than 5% ofthe institutional investor’s voting securities or other equivalent and a certification made under oath or penalty for perjury, that the voting securities wereacquired and are held for investment purposes only. Even if a waiver is granted, an institutional investor generally may not take any action inconsistent withits status when the waiver was granted without once again becoming subject to the foregoing reporting and application obligations. A change in theinvestment intent of an institutional investor must be reported to certain regulatory authorities 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,after request, fails to identify the beneficial owner. Any person found unsuitable or denied a license and who holds, directly or indirectly, any beneficialownership of our securities beyond such period of time as may be prescribed by the applicable gaming authorities may be guilty of a criminal offense.Furthermore, we may be subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any otherrelationship with us or any of our subsidiaries, we:•pay that person any dividend or interest upon our voting securities;•allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person;•pay remuneration in any form to that person for services rendered or otherwise; or•fail to pursue all lawful efforts to require such unsuitable person to relinquish his voting securities, including, if necessary, the immediate purchaseof 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 suitabilityor otherwise qualify must generally pay all investigative fees and costs of the gaming authority in connection with such an investigation. If the gamingauthority determines that a person is unsuitable to own a debt security, we may be subject to disciplinary action, including the loss of our approvals, ifwithout the prior approval 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 alicense or otherwise 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,which trust shall be effective but not operative, pending the gaming regulatory3authorities’ consideration of interim authorization. If the gaming regulatory authorities approve interim authorization, and while the application for plenaryqualification is pending, such holder may, through the approved trustee, continue to exercise all rights incident to the ownership of the securities. If thegaming regulatory authorities deny interim authorization, the trust shall become operative and the trustee shall have the authority to exercise all the rightsincident to ownership, including the authority to dispose of the securities and the security holder shall have no right to participate in casino earnings andmay only receive a return on its investment in an amount not to exceed the actual cost of the investment (as defined by New Jersey gaming laws). If thesecurity holder obtains interim authorization but the gaming authorities later find reasonable cause to believe that the security holder may be foundunqualified, the trust shall become operative and the trustee shall have the authority to exercise all rights incident to ownership pending a determination onsuch holder’s qualifications. However, during the period the securities remain in trust, the security holder may petition the New Jersey gaming authorities todirect the trustee to dispose of the trust property and distribute proceeds of the trust to the security holder in an amount not to exceed the lower of the actualcost of the investment or the value of the securities on the date the trust became operative. If the security holder is ultimately found unqualified, the trustee isrequired to sell the securities and to distribute the proceeds of the sale to the applicant in an amount not exceeding the lower of the actual cost of theinvestment or the value of the securities on the date the trust became operative and to distribute any remaining proceeds to the state. If the security holder isfound qualified, the trust agreement will be terminated.Additionally, following the Reclassification, the Certificate of Incorporation of Caesars Entertainment Corporation contains provisions establishing the rightto redeem the securities of disqualified holders if necessary to avoid any regulatory sanctions, to prevent the loss or to secure the reinstatement of any licenseor franchise, or if such holder is determined by any gaming regulatory agency to be unsuitable, has an application for a license or permit denied or rejected, orhas a previously issued license or permit rescinded, suspended, revoked or not renewed. The Certificate of Incorporation also contains provisions defining theredemption price and the rights of a disqualified security holder. In the event a security holder is disqualified, the New Jersey gaming authorities areempowered to propose any necessary action to protect the public interest, including the suspension or revocation of the licenses for the casinos we own inNew 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 tooperate our gaming properties, or in some jurisdictions, take title to our gaming assets in the jurisdiction, and under certain circumstances, earnings generatedduring such appointment could be forfeited to the applicable jurisdictions. Furthermore, violations of laws in one jurisdiction could result in disciplinaryaction in other jurisdictions. As a result, violations by us of applicable gaming laws could have a material adverse effect on our financial condition, prospectsand results of operations.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 atour casinos and Suspicious Activity Reports 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.We may 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 intrust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to gaming authorities. Failure to makesuch disclosure may be grounds for finding the record holder unsuitable. In Indiana, we are required to submit a quarterly report to gaming authoritiesdisclosing the identity of all persons holding interests of 1% or greater in a riverboat licensee or holding company. Gaming authorities may also requirecertificates for our stock to bear a legend indicating that the securities are subject to specified gaming laws. In certain jurisdictions, gaming authorities havethe power to impose additional restrictions 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 ifthe securities or the proceeds therefrom are intended to be used to construct, acquire or finance gaming facilities in such jurisdictions, or to retire or extendobligations incurred for such purposes. Such approval, if given, does not constitute a recommendation or approval of the investment merits of the securitiessubject to the4offering. Changes in control through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or otherwise, require priorapproval of gaming authorities in certain jurisdictions. Entities seeking to acquire control of us or one of our subsidiaries must satisfy gaming authoritieswith respect to a variety of stringent standards prior to assuming control. Gaming authorities may also require controlling stockholders, officers, directors andother persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of theapproval process relating to the transaction.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,prior approval may be required before we may make exceptional repurchases of voting securities (such as repurchases which treat holders differently) abovethe current market price and before a corporate acquisition opposed by management can be consummated. In certain jurisdictions, the gaming authorities alsorequire prior approval of a plan of recapitalization proposed by the board of directors of a publicly traded corporation which is registered with the gamingauthority in response to a tender offer made directly to the registered corporation’s stockholders for the purpose of acquiring control of the registeredcorporation.Because licenses under gaming laws are generally not transferable, we may not grant a security interest in our gaming licenses, and our ability to grant asecurity interest in any of our gaming assets is limited and may be subject to receipt of prior approval from gaming authorities. A pledge of the stock of asubsidiary holding a gaming license and the foreclosure of such a pledge may be ineffective without the prior approval of gaming authorities in certainjurisdictions. Moreover, our subsidiaries holding gaming licenses may be unable to guarantee a security issued by an affiliated or parent company pursuantto a public offering, or pledge their assets to secure payment of the obligations evidenced by the security issued by an affiliated or parent company, withoutthe prior approval of certain gaming authorities. We are subject to extensive prior approval requirements relating to certain borrowings and security interestswith respect to our New Orleans casino. If the holder of a security interest wishes operation of the casino to continue during and after the filing of a suit toenforce the security interest, it may request the appointment of a receiver approved by Louisiana gaming authorities, and under Louisiana gaming laws, thereceiver is considered to have all our rights and obligations under our contract with Louisiana gaming authorities.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, contributions to responsible gaming programs, and taxes in many jurisdictions, including the counties, cities, and any relatedagencies, boards, commissions, or authorities, in which our operations are conducted, in connection with our casino gaming operations, computed in variousways depending on the type of gaming or activity involved. Depending upon the particular fee or tax involved, these fees and taxes are payable either daily,monthly, quarterly or annually. License fees and taxes are based upon such factors as:•a percentage of the gross revenues received;•the number of gaming devices and table games operated; and•franchise fees for riverboat casinos operating on certain waterways.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 isalso paid in certain jurisdictions by casino operations where entertainment is furnished in connection with the selling or serving of food or refreshments orthe selling of merchandise.5 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 local residents for employment and to minority-owned and women-owned businesses in theprocurement of goods and services. Some of our operations are subject to restrictions on the number of gaming positions we may have, the minimum ormaximum wagers allowed by our customers, and the maximum 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 by and through the LouisianaGaming Control Board, which assumed the regulatory authority, control and jurisdiction from the Louisiana Economic Development Control Board pursuantto Louisiana Revised Statute 27:31.Under the terms of the COC, which extends until 2024, our New Orleans casino is subject to not only many of the foregoing operational requirements, butalso to restrictions on our food and beverage operations, including with respect to the size, location and marketing of eating establishments at our casinoentertainment facility. Furthermore, with respect to the hotel tower, we are subject to restrictions on the number of rooms within the hotel, the amount ofmeeting space within the 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. Amendments to the Mississippi gaming regulations imposeadditional non-gaming infrastructure requirements on new casino projects in Mississippi.To comply with requirements of Iowa gaming laws, we (through Harveys BR Management Company, Inc.) have entered into a management agreement withIowa West Racing Association, a non-profit organization that is the licensee, with regard to the operation of Horseshoe Casino Council Bluffs. Further, IowaWest Racing Association and Harveys Iowa Management Company LLC have entered into an operating agreement and in reliance on that agreement, theIowa Racing and Gaming Commission has issued a license to Iowa West Racing Association as a qualified sponsoring organization to conduct gamblinggames and to Harveys Iowa Management Company LLC to operate gambling games at Harrah’s Council Bluffs Casino & Hotel, which was an excursiongambling boat, but is now a full-service, land-based casino. Both the management agreement at Horseshoe Casino Council Bluffs and the operatingagreement at Harrah’s Council Bluffs Casino & Hotel are for specific terms with certain options to extend.The United Kingdom Gambling Act of 2005 which became effective in September 2007, replaced the Gaming Act 1968, and removed most of the restrictionson adverting. Though the 2005 Act controls marketing, advertising gambling is now controlled by the Advertising Standards Authority through a series ofcodes of practice. Known as the CAP codes, the codes offer guidance on the content of print, television and radio advertisements.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 regulatoryagencies of tribal governments, and Class III gaming compacts between the tribes for which we manage casinos and the states in which those casinos arelocated. IGRA established three separate classes of tribal gaming-Class I, Class II and Class III. Class I includes all traditional or social games solely for prizesof minimal value played 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 asbanked table games like blackjack, 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’s Resort Southern California (Rincon) provide Class II gaming and, as limited by the tribal-state compacts, Class III gaming.Harrah’s Cherokee currently provides only 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 havereceived our permanent certification from the Arizona Department of Gaming as management contractor for the Ak-Chin Indian Community’s casino, aTribal-State Compact Gaming Resource Supplier Finding of Suitability from the California Gambling Control Commission in connection with managementof the Rincon San Luiseno Band of Indians casino, and have been licensed by the relevant tribal gaming authorities to manage the6Ak-Chin Indian Community’s casino, the Eastern Band 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 the managementcontracts. Management contracts which are not so approved are void.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 issue affectingsuitability.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 ongaming. These ordinances are subject to review by the NIGC under certain standards established by IGRA. The NIGC may determine that some or all of theordinances require amendment, and that additional requirements, including additional licensing requirements, may be imposed on the managementcompany. The possession of valid licenses from the Ak-Chin Indian Community, the Eastern Band of Cherokee Indians and the Rincon San Luiseno Band ofIndians, are ongoing conditions of our agreements 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 and/or inspection and oversight by a third-party inspector. Theserequirements set limits on the operation of the vessel, mandate that it must be operated by a minimum complement of licensed personnel, establish periodicinspections, including the physical inspection of the outside hull, and establish other mechanical and operational rules.RacetracksWith the acquisition of Centaur on July 16, 2018, we acquired Hoosier Park Racing & Casino (renamed Harrah’s Hoosier Park) which offers standardbredracing in Anderson, Indiana, and Indiana Grand Racing & Casino which offers thoroughbred racing in Shelbyville, Indiana. The properties are regulated bythe Indiana Horse Racing Commission for racing and the Indiana Gaming Commission for the gambling games. We operate slot machines and live horseracing at a racetrack in Bossier City, Louisiana. 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. In Kentucky, we own andoperate Bluegrass Downs, a harness racetrack located in Paducah. In addition to laws and regulations affecting the slot machine and other gaming operationsat these tracks, there exist extensive laws and regulations governing the operation of racetracks and the horse races that are run at those tracks. Regulation ofhorse racing is typically administered separately from our other gaming operations, with separate licenses and license fee structures. Racing regulations maylimit or dictate the number of days on which races may be or must be held. Additionally, in Louisiana, the operation of our slot machines at the racetrack iscontingent upon us holding a valid license to hold live horse racing meets.InternetIn recent years, Caesars Interactive Entertainment, LLC has entered into license agreements with third parties for the use of the World Series of Poker brand ononline gaming websites in Italy and France. In addition, the State of Nevada legalized real money online internet poker within the State. The Nevada GamingCommission adopted regulations and established licensing requirements for the operation of real money online internet poker in the State of Nevada. CaesarsInteractive Entertainment, LLC obtained the appropriate licenses in Nevada, and pursuant to a relationship with a third-party software provider, operation ofits real money website began in September 2013. The State of New Jersey also legalized real money online internet gaming within the State. The New Jerseyregulators adopted regulations and established licensing requirements for the operation of real money online internet gaming in the State of New Jersey.Caesars Interactive Entertainment New Jersey, LLC, a wholly owned subsidiary of Caesars Interactive Entertainment, LLC, obtained a casino license and wasissued an Internet Gaming Permit, pursuant to relationships with two third software providers, operation of its real money websites began in November 2013.The gaming and other laws and regulations to which we are subject could change or could be interpreted differently in the future, or new laws and regulationscould be enacted. For example, in 2018, the U.S. Department of Justice (the “DOJ”) reversed its previously-issued opinion published in 2011, which statedthat interstate transmissions of wire communications that do not relate to a “sporting event or contest” fall outside the purview of the Wire Act of 1961 (the“Wire Act”). The DOJ’s updated opinion, which is still being evaluated by industry members, concluded instead that the Wire Act was not uniformly limitedto gaming relating to sporting events or contests and that certain of its provisions apply to non-sports-related wagering activity. Any such material changes,new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our business and operatingresults.7

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