10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

_________________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2014

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission File No. 001-36207

 _________________________

CAESARS ACQUISITION COMPANY

(Exact name of registrant as specified in its charter)

 _________________________

Delaware	46-2672999
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Caesars Palace Drive, Las Vegas, Nevada	89109
(Address of principal executive offices)	(Zip Code)

(702) 407-6000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

 _________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x  No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x     No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class	Outstanding at May 7, 2014
Class A Common stock, $0.001 par value	135,771,882

CAESARS ACQUISITION COMPANY

INDEX TO FINANCIAL STATEMENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Unaudited Financial Statements
	Caesars Acquisition Company
	Condensed Balance Sheets	3
	Condensed Statement of Comprehensive Income	4
	Condensed Statement of Stockholders’ Equity	5
	Condensed Statement of Cash Flows	6
	Notes to Condensed Financial Statements	7
	Predecessor Growth Partners
	Explanatory Note	15
	Combined Condensed Statement of Operations	16
	Combined Condensed Statement of Comprehensive Income	17
	Combined Condensed Statement of Stockholders' Equity	18
	Combined Condensed Statement of Cash Flows	19
	Notes to Combined Condensed Financial Statements	20
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 4.	Controls and Procedures	47
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	49
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	82
Item 3.	Defaults Upon Senior Securities	82
Item 4.	Mine Safety Disclosures	82
Item 5.	Other Information	82
Item 6.	Exhibits	83
SIGNATURE		86

Caesars Growth Partners, LLC has proprietary rights to a number of trademarks used in this Quarterly Report on Form 10-Q that are important to its business, including, without limitation, World Series of Poker ("WSOP"), Playtika Ltd. ("Playtika"), Slotomania and Bingo Blitz. In addition, Caesars Entertainment Corporation, our joint venture partner in Caesars Growth Partners, LLC, has proprietary rights to, among others, Caesars, Caesars Entertainment, Caesars Palace, Harrah’s, Total Rewards, Horseshoe, Paris Las Vegas, Flamingo, and Bally's. We have omitted the registered trademark (®) and trademark (™) symbols for such trademarks named in this Quarterly Report on Form 10-Q.

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PART I - FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

CAESARS ACQUISITION COMPANY

CONDENSED BALANCE SHEETS

(UNAUDITED)

(In millions, except par value and share data)

	March 31, 2014		December 31, 2013
Assets
Current assets
Cash and cash equivalents	$	—	$	—
Receivables, net	—		2.5
Prepayments and other current assets	0.8		1.1
Total current assets	0.8		3.6
Equity method investment in Caesars Growth Partners, LLC	1,150.8		1,141.9
Deferred tax assets	9.4		2.1
Total assets	$	1,161.0	$	1,147.6
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	4.3	$	1.4
Payables to related party	2.4		0.1
Deferred tax liabilities	0.4		0.4
Income tax payable	6.0		—
Total current liabilities	13.1		1.9
Commitments and contingencies (Note 6)
Stockholders’ equity
Common stock: $0.001 par value; 300,000,000 Class A shares and 900,000,000 Class B shares authorized; 135,771,882 Class A shares issued and outstanding at March 31, 2014 and December 31, 2013	0.1		0.1
Additional paid-in capital	1,141.1		1,141.1
Retained earnings	6.7		4.5
Total stockholders' equity	1,147.9		1,145.7
Total liabilities and stockholders' equity	$	1,161.0	$	1,147.6

See accompanying Notes to Condensed Financial Statements.

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CAESARS ACQUISITION COMPANY

CONDENSED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)

(In millions, except per share data)

	Quarter Ended March 31, 2014
Revenues	$	—
Operating expenses	(5.9		)
Income from equity method investment in Caesars Growth Partners, LLC	9.3
Income before provision for income taxes	3.4
Provision for income taxes	(1.2		)
Net income	2.2
Other comprehensive income, net of income taxes	—
Total comprehensive income	$	2.2
Earnings per share - basic and diluted	$	0.02
Weighted average common shares outstanding - basic and diluted	135.8

See accompanying Notes to Condensed Financial Statements.

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CAESARS ACQUISITION COMPANY

CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY

(UNAUDITED)

(In millions)

	Class A Common Stock		Additional Paid-in Capital		Retained Earnings		Total Equity
Balance at December 31, 2013	$	0.1	$	1,141.1	$	4.5	$	1,145.7
Net income	—		—		2.2		2.2
Balance at March 31, 2014	$	0.1	$	1,141.1	$	6.7	$	1,147.9

See accompanying Notes to Condensed Financial Statements.

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CAESARS ACQUISITION COMPANY

CONDENSED STATEMENT OF CASH FLOWS

(UNAUDITED)

(In millions)

	Quarter Ended March 31, 2014
Cash flows from operating activities
Net income	$	2.2
Adjustments to reconcile net income to cash flows provided by operating activities
Income from equity method investment in Caesars Growth Partners, LLC	(9.3		)
Distribution from equity method investee Caesars Growth Partners, LLC	0.4
Net change in deferred income taxes	(7.3		)
Receivables	2.5
Other current assets	0.3
Accounts payable	2.9
Payable to related parties	2.3
Income tax payable	6.0
Cash flows provided by operating activities	—
Cash flows from investing activities	—
Cash flows from financing activities	—
Net change in cash and cash equivalents	—
Cash and cash equivalents, beginning of period	—
Cash and cash equivalents, end of period	$	—

See accompanying Notes to Condensed Financial Statements.

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CAESARS ACQUISITION COMPANY

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 — Description of Business and Summary of Significant Accounting Policies

Organization and Description of Business

Caesars Acquisition Company (the "Company," "CAC," "we," "our" and "us"), a Delaware corporation, was formed on February 25, 2013 to make an equity investment in Caesars Growth Partners, LLC ("CGP LLC"), a joint venture between CAC and subsidiaries of Caesars Entertainment Corporation ("CEC" or "Caesars Entertainment"). CAC directly owns 100% of the voting membership units of CGP LLC, a Delaware limited liability company and accounts for its ownership in CGP LLC using the hypothetical liquidation at book value ("HLBV") approach to the equity method of accounting (see Note 3 — Equity Method Investment in Caesars Growth Partners, LLC).

Basis of Presentation

Our unaudited financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"), which require the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of expenses during the reporting periods. Management believes the accounting estimates are appropriate and reasonably determined. However, due to the inherent uncertainties in making these estimates, actual amounts could differ.

The results for the interim period reflect all adjustments (consisting primarily of normal recurring adjustments) that management considers necessary for a fair presentation of financial position, results of operations, and cash flows. The results of operations for our interim period are not necessarily indicative of the results of operations that may be achieved for the entire 2014 fiscal year.

As CAC's only material asset on the Condensed Balance Sheet is its equity method investment in CGP LLC, segment reporting is not applicable. We have elected to include condensed consolidated financial information of CGP LLC as an exhibit to this quarterly report.

Note 2 — Recently Issued Accounting Pronouncements

We have assessed recently issued guidance and have determined there are no recently issued accounting pronouncements that will have a material impact on our financial position or results of operations.

Note 3 — Equity Method Investment in Caesars Growth Partners, LLC

We account for our investment in CGP LLC using the HLBV form of the equity method of accounting. Under HLBV accounting, we determine our share of the earnings or losses in CGP LLC by determining the difference between our claim on CGP LLC's book value of equity at the end and beginning of the period. This claim is calculated as the amount that we would receive if CGP LLC were to liquidate all of its net assets at recorded amounts determined in accordance with GAAP and distribute the resulting cash to us in accordance with our respective liquidation priorities. CAC’s claim on CGP LLC's book value of equity is based on the terms of the CGP Operating Agreement, which generally requires the allocation of the net proceeds of a liquidation of CGP LLC as follows:

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

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

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

Based on CGP LLC's loss for the first quarter of 2014, our earnings for the period were equal to our preferred return of 10.5% of capital invested by CGP LLC.

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Our investee, CGP LLC, had the following financial results as of or for the periods indicated (see CGP LLC unaudited financial information in Exhibit 99.1):

(In millions)	Quarter Ended March 31, 2014
Statement of Operations
Revenues
Interactive Entertainment	$	124.2
Casino Properties and Developments	102.1
Net revenues	226.3
Operating expenses
Interactive Entertainment - Direct	35.3
Casino Properties and Developments - Direct	40.6
Property, general, administrative and other	121.8
Depreciation and amortization	13.6
Change in fair value of contingently issuable non-voting membership units	76.1
Change in fair value of contingent consideration	0.7
Total operating expenses	288.1
Loss from operations	(61.8		)
Interest expense, net of interest capitalized	(11.9		)
Interest income	1.0
Interest income - related party	48.8
Loss on extinguishment of debt	(0.6		)
Loss before provision for income taxes	(24.5		)
Provision for income taxes	(1.7		)
Net loss	(26.2		)
Less: net loss attributable to non-controlling interests	6.5
Net loss attributable to Caesars Growth Partners, LLC	$	(19.7	)

Balance Sheet Data	March 31, 2014		December 31, 2013
Current assets	$	1,101.2	$	1,103.5
Long-term assets	2,237.9		2,075.0
Current liabilities	310.2		232.5
Long-term liabilities	1,238.0		1,147.6
Redeemable non-controlling interests	3.3		3.9
Non-redeemable non-controlling interests	46.8		44.8

Note 4 — Stockholders’ Equity and Earnings per Share

Stockholders' Equity

Common Stock

As of both March 31, 2014 and December 31, 2013, CAC had issued a total of 135,771,882 shares of Class A common stock and no shares of Class B common stock.

Call Right

Pursuant to the certificate of incorporation of CAC and the CGP Operating Agreement, after October 21, 2016, Caesars Entertainment and/or its subsidiaries will have the right, which it may assign to any of its affiliates or to any transferee of all non-voting units of CGP LLC held by subsidiaries of Caesars Entertainment, to acquire all or a portion of the voting units of CGP LLC (or, at the election of CAC, shares of CAC’s Class A common stock) not otherwise owned by Caesars Entertainment and/or its subsidiaries at such time. The purchase consideration may be, at Caesars Entertainment’s option, cash or shares of Caesars Entertainment’s common stock valued at market value, net of customary market discount and expenses, provided that the cash portion will not exceed 50% of the total consideration in any exercise of the call right. The purchase price will be the greater of (i) the fair market value of the voting units of CGP LLC (or shares of CAC’s Class A common stock) at such time based on an independent appraisal or (ii) the initial capital contribution in respect of such units plus a 10.5% per annum return on

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such capital contribution, subject to a maximum return on such capital contribution of 25% per annum, taking into account prior distributions with respect to such units.

Accumulated Other Comprehensive Income

For the three-month period ended March 31, 2014, there were no amounts reclassified out of Accumulated other comprehensive income.

Earnings per Share

Basic earnings per share is calculated by dividing income, net of income taxes, by the weighted average number of common shares outstanding for the three-month period ended March 31, 2014. There were no dilutive shares and there were no anti-dilutive shares excluded from the computation of diluted income per share for the quarter ended March 31, 2014.

Note 5 — Income Taxes

Total income taxes were allocated as follows:

(In millions)	March 31, 2014
Income tax impact on income before taxes	$	1.2
Accumulated other comprehensive income	—
Additional paid-in capital	—

We classify reserves for tax uncertainties within Accrued expenses and Deferred credits and other in our Consolidated Condensed Balance Sheets, separate from any related income tax payable or deferred income taxes. Reserve amounts relate to any potential income tax liabilities resulting from uncertain tax positions and potential interest or penalties associated with those liabilities.

Income taxes are recorded under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the expected future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Our equity-method investee, CGP LLC, is a partnership for income tax purposes so the deferred tax assets and liabilities recognized by CAC are also impacted by the expected future tax consequences of temporary differences at CGP LLC.

The effective tax rate for the three months ended March 31, 2014 was 34.7%.

We file income tax returns with federal and state jurisdictions. The 2013 tax year is open for examination for CAC's federal and state jurisdictions.

Note 6 — Litigation and Other Matters

From time to time, CAC, Predecessor Growth Partners (as defined in the Condensed Financial Statements of Predecessor Growth Partners contained within this quarterly report), or CGP LLC may be subject to legal proceedings and claims in the ordinary course of business.

Multiple lawsuits have been filed against CBAC Gaming, LLC ("CBAC"), the City of Baltimore, the Maryland Department of the Environment ("MDE"), and other parties in relation to the proposed location and the development of Horseshoe Baltimore casino in Maryland ("Horseshoe Baltimore"). These cases allege violations of various environmental laws, violations of zoning laws and public nuisance, among other claims. Although CAC, Predecessor Growth Partners, and CGP LLC believe that they have adequate defenses to these claims, an adverse judgment could result in additional costs, delays in construction, or injunctions.

In November 2012, the MDE granted approval of the Maryland Joint Venture's (the entity that indirectly holds interests in Horseshoe Baltimore casino in Maryland) amended response action plan ("RAP") under MDE's Voluntary Cleanup Program that named the Maryland Joint Venture, rather than the City of Baltimore, as the party that will implement the RAP and redevelop the proposed location of Horseshoe Baltimore. On February 20, 2013, a group of local residents working with the non-profit Inner Harbor Stewardship Foundation (the "Foundation") filed a complaint in the Maryland Circuit Court challenging the legality of the MDE's approval of the amended RAP. In the case, known as Ruth Sherrill, et al. v. State of Maryland Department of the Environment, et al., the Plaintiffs claimed that the amended RAP was approved without complying with the public notice and participation requirements of Maryland law. The plaintiffs sought additional public notice and participation, and to obtain an injunction on, among other things, any construction activities at the site pending the resolution of the case. On March 14, 2013, the court denied the plaintiffs' motion for a Temporary Restraining Order and Preliminary Injunction ("TRO"). The plaintiffs' appeal of the TRO ruling was dismissed. On April 22, 2013, the plaintiffs filed an amended complaint adding a

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public nuisance claim to their original complaint. The Maryland Joint Venture filed a motion to dismiss the plaintiffs' amended complaint and a hearing was held on the motion on June 14, 2013. The amended complaint was dismissed on November 6, 2013. The plaintiffs filed a notice of appeal on December 6, 2013 and oral arguments are scheduled for September 2014.

The plaintiffs issued a notice of intent to file a citizen suit under 42 U.S.C. §§ 6972(a)(1)(A) and (a)(1)(B) of the Resource Conservation and Recovery Act. This notice of intent indicated an intention to sue CBAC, the City of Baltimore, Whiting-Turner, the general contractor for the construction of the Horseshoe Baltimore, and the Maryland Chemical Company, the former owner and operator of the site. The citizen suit was filed on September 19, 2013, but did not name Whiting-Turner. The defendants filed motions to dismiss on October 15, 2013 for lack of subject matter jurisdiction and failure to state a claim to which plaintiffs responded on November 1, 2013. No hearing has been set on the motions to dismiss.

The decision of the Board of Municipal Zoning Appeals to grant variances for the site for Horseshoe Baltimore was appealed by separate parties on the basis of alleged procedural irregularities. The appeals were dismissed for lack of standing on October 11, 2013 and no appeal of that decision was timely filed.

On August 1, 2013, ten individuals claiming to represent a class of similarly situated individuals filed a complaint in the U.S. District Court for the Northern District of Maryland against the Maryland Department of the Environment, the City of Baltimore, the U.S. Environmental Protection Agency, CBAC, Whiting-Turner Contracting Company, and Urban Green Environmental, LLC. The 11 count complaint alleged that the RAP for the proposed location of Horseshoe Baltimore is inadequate and approved without appropriate public participation. Plaintiffs seek declaratory and injunctive relief, compensatory and punitive damages, and claim violations of civil rights laws and the Clean Water Act, civil conspiracy, and a variety of torts. The plaintiffs also sought a temporary restraining order, which the District Court denied on August 9, 2013. Plaintiffs amended their complaint on November 15, 2013 and again on December 26, 2013, adding 44 new plaintiffs and naming MDE, the Secretary of MDE, the City of Baltimore, the Mayor of the City of Baltimore, the Baltimore Development Corporation, and CBAC and CBAC Borrower LLC ("CBAC Borrower") as defendants. The defendants filed motions to dismiss on January 27, 2014 and plaintiffs filed their oppositions on February 28, 2014.

From time to time, the City of Baltimore may be subject to legal proceedings asserting claims related to the site. At this time, CAC, Predecessor Growth Partners, and CGP LLC have not been named as parties to these proceedings. However, an unfavorable outcome for the City of Baltimore could lead to construction delays if it were determined that corrective action was required and could not be implemented successfully offsite.

Four residents of Baltimore City and County issued a notice of intent to file a citizen suit under 33 U.S.C. § 1365(b) of the Clean Water Act against the City of Baltimore as owner of the site for water pollution alleged to originate there. A lawsuit was filed on behalf of two of the residents on July 2, 2013. The City of Baltimore moved to dismiss the complaint on August 28, 2013. One of the plaintiffs withdrew from the case on October 10, 2013. The U.S. District Court for the District of Maryland dismissed the case without prejudice on January 7, 2014 for lack of standing.

Two residents of Baltimore City filed suit on May 20, 2013 against the City of Baltimore, as owner of the site, alleging that the City of Baltimore was in violation of Maryland water pollution laws as a result of groundwater contamination alleged to be migrating from the site. The City of Baltimore was served with the complaint on June 12, 2013. An amended complaint was filed on July 19, 2013, which the City of Baltimore moved to dismiss on August 6, 2013. Plaintiffs dismissed the complaint without prejudice on September 12, 2013.

Letter from CEOC Second Lien Noteholders

On March 21, 2014, CAC, CGP LLC, Caesars Entertainment, Caesars Entertainment Operating Company, Inc. ("CEOC") and Caesars Entertainment Resort Properties, LLC ("CERP") received a letter (the "Second Lien Holders’ Letter") from a law firm acting on behalf of unnamed clients who claim to hold Second-Priority Secured Notes of CEOC, alleging, among other things, that CEOC is insolvent and that CEOC’s owners improperly transferred or seek to transfer valuable assets of CEOC to affiliated entities in connection with: (a) the transaction agreement dated October 21, 2013 by and among Caesars Entertainment, certain subsidiaries of Caesars Entertainment and CEOC, CAC and CGP LLC, which, among other things, provide for the asset transfers from subsidiaries of CEOC to CGP LLC of the Planet Hollywood Resort & Casino and interests in Horseshoe Baltimore that was consummated in 2013 (the "2013 CGP Transaction"); (b) the transfer by CEOC to CERP of Octavius Tower and the Linq that was consummated in 2013; (c) the transfers by CEOC to CGP LLC of The Cromwell, The Quad, and Bally’s Las Vegas (together, the "Acquired Properties Transaction"); and (d) the contemplated transfer of Harrah’s New Orleans (the "Contemplated Transaction"). The Second Lien Holders’ Letter does not identify the holders or specify the amount of Second-Priority Secured Notes or other securities that they may hold. The Second Lien Holders’ Letter includes allegations that these transactions constitute or will constitute voidable fraudulent transfers and represent breaches of alleged fiduciary duties owed to CEOC creditors and that certain disclosures concerning the transactions were inadequate. The Second Lien Holders’ Letter demands, among other things, that the transactions be rescinded or terminated, as would be applicable.

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CAC, CGP LLC, Caesars Entertainment, CEOC and CERP strongly believe there is no merit to the Second Lien Holders’ Letter’s allegations and will defend themselves vigorously and seek appropriate relief should any action be brought. If a court were to order rescission of the 2013 CGP Transaction, the Acquired Properties Transaction or enjoin consummation of the Contemplated Transaction, CGP LLC and Caesars Entertainment may have to return the properties and/or the assets transferred to CGP LLC in the 2013 CGP Transaction and the Acquired Properties Transaction, or their value, to Caesars Entertainment or CEOC, be forced to pay additional amounts therefor, or to take other actions ordered by the court. In addition, if the Contemplated Transaction were consummated and a court were to find that the transfer was improper, that could trigger a default under the CEOC’s Senior Secured Credit Facilities and the Notes and a court could fashion a number of remedies, including declaring that the liens on the returned assets securing the CEOC’s Senior Secured Credit Facilities and the Notes are not valid or enforceable, or that they may be equitably subordinated or otherwise impaired. These consequences could have a material adverse effect on CGP LLC’s and the Company’s business, financial condition, results of operations and prospects and on the ability of lenders and noteholders to recover on claims under the Senior Secured Credit Facilities and the Notes. See Item 1A.Risk Factors—Risks Related to Caesars Growth Partners, LLC's Business—We are or may become involved in legal proceedings that, if adversely adjudicated or settled, could impact our financial condition.

Letter from Holders of CEOC First Lien Debt

On April 3, 2014, a letter was sent to the boards of directors of Caesars Entertainment and CEOC (the "First Lien Holders’ Letter") by a law firm claiming to act on behalf of unnamed parties who assert that they are lenders under CEOC’s credit agreement and/or holders of CEOC’s first-priority senior secured notes (collectively, the "First Lien Group"), alleging, among other things, that Caesars Entertainment and CEOC improperly transferred or seek to transfer assets of Caesars Entertainment and CEOC to affiliated entities in connection with: (a) the transaction agreement dated October 21, 2013 by and among Caesars Entertainment, certain subsidiaries of Caesars Entertainment and CEOC, CAC and CGP LLC, which, among other things, provides for the contributions by Caesars Entertainment and its subsidiaries to CGP LLC of Caesars Interactive Entertainment, Inc. ("CIE" or "Caesars Interactive") and $1.1 billion face amount of CEOC’s unsecured notes in exchange for non-voting interests of CGP LLC, and the asset transfers from subsidiaries of CEOC to CGP LLC of the Planet Hollywood Resort & Casino and interests in Horseshoe Baltimore that was consummated in 2013; (b) the transfer by CEOC to CERP of Octavius Tower and Project Linq that was consummated in 2013; (c) Acquired Properties Transaction consummated in 2014; and (d) the Contemplated Transaction and formation of Services JV among CEOC, CERP and the Company to provide certain centralized services, including but not limited to common management of enterprise-wide intellectual property (the "Contested Transactions"). The First Lien Holders’ Letter asserts that the consideration received by Caesars Entertainment and CEOC in the Contested Transactions is inadequate, that Caesars Entertainment and CEOC were insolvent when the transactions were approved, that the Contested Transactions represented breaches of alleged fiduciary duties, that certain disclosures concerning the Contested Transactions were inadequate, and concerns about governance of CEOC. The First Lien Holders’ Letter claims that the First Lien Group consists of holders of a total of more than $1.85 billion of CEOC’s first lien debt and that holders of an additional $880.0 million of CEOC’s first lien debt endorse and support the First Lien Holders’ Letter but are not part of the group. The First Lien Holders’ Letter demands, among other things, rescission or termination of the Contested Transactions and requests a meeting with representatives of Caesars Entertainment and other parties to discuss these matters.

Caesars Entertainment and CEOC strongly believe there is no merit to the First Lien Holders’ Letter’s allegations and will defend themselves vigorously and seek appropriate relief should any action be brought. If a court were to order rescission or termination of the Contested Transactions, CGP LLC and its subsidiaries may have to return the assets transferred to CGP LLC in the Contested Transactions or their value to Caesars Entertainment or CEOC, be forced to pay additional amounts therefor, or to take other actions ordered by the court. In addition, if the Contemplated Transaction were consummated and a court were to find that the transfer was improper, that could trigger a default under the debt that CGP LLC is raising to finance such transfers and a court could fashion a number of remedies, including declaring that the liens on the returned assets securing such financing are not valid or enforceable, or that they may be equitably subordinated or otherwise impaired. Furthermore, a court could enjoin the consummation or order rescission of the Services JV transaction. These consequences could have a material adverse effect on CGP LLC’s business, financial condition, results of operations and prospects. See Item 1A.Risk Factors—Risks Related to Caesars Growth Partners, LLC's Business—We are or may become involved in legal proceedings that, if adversely adjudicated or settled, could impact our financial condition.

Note 7 — Supplemental Cash Flow Information

Significant non-cash transactions in the first quarter of 2014 include $9.3 million in income from our equity method investment in CGP LLC (see Note 3 — Equity Method Investment in Caesars Growth Partners, LLC).

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There was no interest expense incurred or cash paid for interest during the period presented.

CAC's expenses incurred in the normal course of business are expected to be paid by CGP LLC on behalf of CAC. In the first quarter of 2014, CGP LLC paid $0.4 million in transaction expenses on behalf of CAC which was accounted for as a distribution from CGP LLC to CAC.

Note 8 — Related Party Transactions

Management Services Agreement with CEOC

In October 2013, CAC entered into a management services agreement with CEOC and CGP LLC (the "CGP Management Services Agreement") pursuant to which CEOC and its subsidiaries provide certain services. The agreement, among other things:

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

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

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

At March 31, 2014, we had payables of $2.4 million due to CEOC, and we recognized expenses of $0.5 million during the quarter ended March 31, 2014, related to the services provided in connection with CGP Management Services Agreement.

Note 9 — Subsequent Events

Because subsequent events related to our equity method investee could be impactful to our financial performance, we have elected to include significant subsequent events of CGP LLC herein.

Asset Purchase Transaction Agreement

On March 1, 2014, CAC entered into a Transaction Agreement (the "Agreement") by and among, Caesars Entertainment, CEOC, Caesars License Company, LLC ("CLC"), Harrah’s New Orleans Management Company ("HNOMC"), Corner Investment Company, LLC ("CIC"), 3535 LV Corp. ("3535 LV"), Parball Corporation ("Parball"), JCC Holding Company II, LLC ("JCC Holding"), CAC and CGP LLC. The Agreement was fully negotiated by and between a Special Committee of CEC’s Board of Directors (the "CEC Special Committee") and a Special Committee of CAC’s Board of Directors (the "CAC Special Committee"), each comprised solely of independent directors, and was recommended by both committees and approved by the Boards of Directors of CEC and CAC. The CEC Special Committee, the CAC Special Committee and the Boards of Directors of CEC and CAC each received fairness opinions from firms with experience in valuation matters, which stated that, based upon and subject to (and in reliance on) the assumptions made, matters considered and limits of such review, in each case as set forth in the opinions, the Purchase Price (as defined below) was fair from a financial point of view to CEC and CGP LLC, respectively.

Pursuant to the terms of the Agreement, CGP LLC (or one or more of its designated direct or indirect subsidiaries) agreed to acquire from CEOC or one or more of its affiliates, (i) The Cromwell (f/k/a Bill’s Gamblin’ Hall & Saloon), The Quad, Bally’s Las Vegas and Harrah’s New Orleans (each a "Property" and collectively, the "Properties"), (ii) 50% of the ongoing management fees and any termination fees payable under the Property Management Agreements to be entered between a Property Manager (as defined below) and the owners of each of the Properties (the "Property Management Agreements"); and (iii) certain intellectual property that is specific to each of the Properties (together with the transactions described in (i) and (ii) above, the "Asset Purchase Transaction") for an aggregate purchase price of $2.0 billion (the "Purchase Price"), less outstanding debt to be assumed in the Asset Purchase Transaction, and also subject to various pre-closing and post-closing adjustments in accordance with the terms of the Agreement.

On May 5, 2014, CAC and CGP LLC entered into that certain First Amendment to Transaction Agreement (the “Amendment”) by and among Caesars Entertainment Corporation, CEOC, CLC, HNOMC, CIC, 3535 LV, Parball and JCC Holding pursuant to which the parties to such agreement amended the Agreement (the Agreement, as so amended by the Amendment, the “Amended Agreement”).

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On May 5, 2014, pursuant to the Amended Agreement, CGP LLC acquired The Cromwell, The Quad, and Bally's Las Vegas (together, the "Acquired Properties") and CGP LLC is expected acquire Harrah's New Orleans, subsequent to the required regulatory approval.

Pursuant to the terms of the Amended Agreement, the parties have agreed to use reasonable best efforts to establish a new services joint venture (the "Services JV") which will be jointly owned by CEOC, CERP, and Caesars Growth Properties Holdings, LLC ("CGPH"), a wholly-owned subsidiary of CGP LLC and certain of their respective subsidiaries. The purpose of the Services JV includes the common management of the enterprise-wide intellectual property, which will be licensed by the Services JV to, among other parties, each of the Property Owners, and shared services operations across the portfolio of CEOC, CERP and CGP LLC properties.

The foregoing description of the Agreement and the Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement and the Amendment which were filed with the Securities and Exchange Commission ("SEC") on March 3, 2014 as an Exhibit to Form 8‑K and May 6, 2014 as an Exhibit to Form 8-K, respectively.

Caesars Growth Properties Term Facility

                The purchase price of CGP LLC’s acquisition of The Cromwell, The Quad Resort & Casino, Bally’s Las Vegas, 50% of the ongoing management fees and any termination fees payable for each of these properties, and certain intellectual property that is specific to each of these properties (collectively referred to as the “First Closing”) was funded by CGP LLC with cash on hand and the proceeds of $700.0 million of term loans (the “First Closing Term Loan”). CGPH closed on the First Closing Term Loan on May 5, 2014. The First Closing Term Loan matures on May 5, 2015; provided that CGPH has the option to extend, for a fee equal to 1.00% of the aggregate principal amount of the First Closing Term Loan outstanding on the initial maturity date, for one additional year. The First Closing Term Loan requires scheduled quarterly payments in amounts equal to 0.25% of the original aggregate principal amount of the First Closing Term Loan, with the balance due at maturity. In addition, the First Closing Term Loan is expected to be repaid in full upon the acquisition by CGP LLC of the Harrah’s New Orleans Hotel and Casino, the contribution of the Planet Hollywood Resort and Casino and the release of certain indebtedness required to fund such acquisition from escrow. The Credit Agreement allows CGPH to request one or more incremental term loan and revolving credit facilities in an aggregate amount of up $150.0 million, subject to certain conditions and receipt of commitments by existing or additional financial institutions or institutional lenders.

Caesars Growth Properties Indenture

CGPH and Caesars Growth Properties Finance, Inc. (together, the “Issuers”), issued $675.0 million aggregate principal amount of their 9.375% second-priority senior secured notes due 2022 (the “2022 Notes”) pursuant to an indenture dated as of April 17, 2014, among the Issuers and U.S. Bank National Association, as trustee (the “Indenture”). The Issuers deposited the gross proceeds of the offering of the 2022 Notes, together with additional amounts necessary to redeem the 2022 Notes, if applicable, into a segregated escrow account until the date that certain escrow conditions are satisfied (the “Escrow Release Date”). The Indenture provides that, among other things, prior to the Escrow Release Date, the Issuers will not own, hold or otherwise have any interest in any assets other than the escrow account and cash or cash equivalents (the “Pre-Escrow Release Covenant”). In connection with the First Closing, the Issuers are currently not in compliance with the Pre-Escrow Release Covenant. The Issuers intend to be in compliance with the Indenture prior to such default becoming an event of default under the Indenture by either consummating the Second Closing (acquisition of Harrah’s New Orleans (the “Louisiana Property”), 50% of the ongoing management fees and any termination fees payable for the Louisiana Property, and certain intellectual property that is specific to the Louisiana Property) and releasing the gross proceeds of the notes from escrow or, following receipt of gaming and other required governmental approvals, transferring the assets related to the First Closing to another entity. There can be no assurances, however, that the Issuers will be successful in consummating the Second Closing or transferring such assets, and curing such default.

Caesars Growth Properties Term Loan

On May 8, 2014, Caesars Growth Properties Holdings, LLC (the “Borrower”) closed on the $1.175 billion of term loans (the “Term Loan”) pursuant to a First Lien Credit Agreement among Caesars Growth Properties Parent, LLC (“Parent”), the Borrower, the lenders party thereto, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (the “Administrative Agent”), and Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., UBS Securities LLC, J.P Morgan Securities LLC, Morgan Stanley & Co. LLC, Macquarie Capital (USA) Inc. and Nomura Securities International, Inc., as Co-Lead Arrangers and Bookrunners (the “Credit Agreement”). The Credit Agreement also provides for a $150.0 million revolving credit agreement (the “Revolving Credit Facility”), which was undrawn at the closing of the Term Loan. The Borrower is a subsidiary of CGP LLC, which is a joint venture between Caesars Acquisition Company and Caesars Entertainment Corporation.

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Pursuant to an escrow agreement, dated as of May 8, 2014, among U.S. Bank National Association, as escrow agent and securities intermediary, the Administrative Agent and the Borrower, the Borrower deposited the gross proceeds of the Term Loan, together with additional amounts necessary to repay the Term Loan, if applicable, into a segregated escrow account until the date that certain escrow conditions are satisfied.

Full details of this transaction, including additional information on the terms of the Term Loan and Revolving Credit Facility, and the conditions upon which the funds can be released from escrow, can be obtained from the Form 8-K filed with the SEC on May 9, 2014.

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CONDENSED FINANCIAL STATEMENTS OF PREDECESSOR GROWTH PARTNERS

(UNAUDITED)

EXPLANATORY NOTE

Upon the completion of the transactions described in Item 1 - Business of our Annual Report on Form 10-K for the year ended December 31, 2013, CAC's sole material asset is its interest in CGP LLC, which is accounted for using the HLBV approach to the equity method of accounting. The assets and entities that were acquired by or contributed to CGP LLC in connection with those transactions (referred to as "Predecessor Growth Partners") are considered to be the predecessor to CAC. Therefore, we have included the unaudited condensed financial statements of Predecessor Growth Partners in this quarterly report on Form 10-Q as if those businesses and assets were combined into one reporting entity for the period presented.

These unaudited combined condensed financial statements of Predecessor Growth Partners have been prepared on a stand-alone basis and, as these transactions are considered a transaction between entities under common control, have been derived from the historical accounting records and consolidated financial statements of Caesars Entertainment. The unaudited combined condensed financial statements consist of the results of operations and cash flows of the businesses and assets contributed to or acquired by CGP LLC in the transactions described previously as if those businesses were combined into a reporting entity for the period presented.

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PREDECESSOR GROWTH PARTNERS

COMBINED CONDENSED STATEMENT OF OPERATIONS

(UNAUDITED)

(In millions)

	Quarter Ended  March 31, 2013
Revenues
Interactive Entertainment
Social and mobile games	$	66.6
WSOP and online real money gaming	1.5
	68.1
Casino Properties and Developments
Casino	44.8
Food and beverage	21.4
Rooms	23.6
Other	6.2
Less: casino promotional allowances	(13.0		)
	83.0
Net revenues	151.1
Operating expenses
Interactive Entertainment - Direct
Platform fees	21.1
Casino Properties and Developments - Direct
Casino	20.1
Food and beverage	10.1
Rooms	6.4
Property, general, administrative and other	54.8
Depreciation and amortization	10.4
Change in fair value of contingent consideration	52.4
Total operating expenses	175.3
Loss from operations	(24.2		)
Interest expense, net of interest capitalized	(10.1		)
Interest income - related party	40.6
Other income, net	0.2
Income before provision for income taxes	6.5
Provision for income taxes	(2.0		)
Net income	4.5
Less: net loss attributable to non-controlling interests	1.8
Net income attributable to Predecessor Growth Partners	$	6.3

See accompanying Notes to Combined Condensed Financial Statements.

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PREDECESSOR GROWTH PARTNERS

COMBINED CONDENSED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)

(In millions)

	Quarter Ended March 31, 2013
Net income	$	4.5
Other comprehensive income, net of income taxes:
Unrealized gain on investments in notes from related party	59.9
Total other comprehensive income	59.9
Comprehensive income	64.4
Less: net loss attributable to non-controlling interests	1.8
Comprehensive income attributable to Predecessor Growth Partners	$	66.2

See accompanying Notes to Combined Condensed Financial Statements.

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PREDECESSOR GROWTH PARTNERS

COMBINED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY

(UNAUDITED)

(In millions)

	Additional Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive Income		Non-controlling Interests			Total Equity
Balance at January 1, 2013	$	272.6		$	504.4	$	116.0	$	14.9		$	907.9
Net income/(loss)	—			6.3		—		(1.8		)	4.5
Purchase of Caesars Interactive management shares	(2.7		)	—		—		—			(2.7		)
Stock-based compensation	0.8			—		—		—			0.8
Unrealized gain on investments in notes from related party, net of tax	—			—		59.9		—			59.9
Transactions with related parties	(16.8		)	—		—		—			(16.8		)
Balance at March 31, 2013	$	253.9		$	510.7	$	175.9	$	13.1		$	953.6

See accompanying Notes to Combined Condensed Financial Statements.

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PREDECESSOR GROWTH PARTNERS

COMBINED CONDENSED STATEMENT OF CASH FLOWS

(UNAUDITED)

(In millions)

	Quarter Ended March 31, 2013
Cash flows provided by operating activities
Net income	$	4.5
Adjustments to reconcile net income to cash flows provided by operating activities
Depreciation and amortization	10.4
Amortization of debt discount	5.6
Change in fair value of contingent consideration	52.4
Accretion of discount on investments in notes from related party	(23.8		)
Paid-in-kind interest	(0.1		)
Stock-based compensation expense	2.5
Net change in deferred income taxes	(5.4		)
Net change in long-term accounts	0.2
Net change in working capital accounts	(16.9		)
Other non-cash items	0.1
Cash flows provided by operating activities	29.5
Cash flows used in investing activities
Land, buildings and equipment additions, net of change in construction payables	(12.6		)
Sale of short-term investments	4.7
Increase in restricted cash	(6.1		)
Decrease in restricted cash	0.5
Cash flows used in investing activities	(13.5		)
Cash flows used in financing activities
Purchase of Caesars Interactive management shares	(2.7		)
Payments on long-term debt to related party	(7.0		)
Repayments under lending agreements	(0.9		)
Transfers to parent	(16.8		)
Cash flows used in financing activities	(27.4		)
Net decrease in cash and cash equivalents	(11.4		)
Cash and cash equivalents, beginning of period	155.6
Cash and cash equivalents, end of period	$	144.2

See accompanying Notes to Combined Condensed Financial Statements.

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PREDECESSOR GROWTH PARTNERS

NOTES TO COMBINED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 — Description of Business and Summary of Significant Accounting Policies

Basis of Presentation

The unaudited combined condensed financial statements of Predecessor Growth Partners have been prepared on a stand-alone basis and, as the assets and entities that were acquired by or contributed to CGP LLC in connection with the transactions described in Item 1 - Business of our Annual Report on Form 10-K are considered transactions between entities under common control, include financial information derived from the historical accounting records and consolidated financial statements of Caesars Entertainment. The results for the interim period reflect all adjustments (consisting primarily of normal recurring adjustments) that management considers necessary for a fair presentation of the combined results of operations and cash flows.

Immaterial corrections were recorded for the period presented which impacted the Combined Condensed Statement of Operations by decreasing Net revenues by $0.5 million, decreasing Total operating expenses by $1.1 million, increasing Provision for income taxes by $0.3 million and reducing Net loss attributable to non-controlling interests by $0.3 million, resulting in no change to Net income attributable to Predecessor Growth Partners. The impact to the Combined Condensed Statement of Cash Flows was an increase in Cash flows provided by operating activities of $0.9 million and an increase in Cash flows used in investing activities of $0.9 million. We believe these corrections are not material to our previously issued interim Combined Condensed Financial Statements.

The results of operations for our interim period are not necessarily indicative of the results of operations that may be achieved for the entire fiscal year.

Transactions between Caesars Entertainment and Predecessor Growth Partners have been identified in the unaudited combined condensed historical financial statements and the notes thereto as transactions between related parties (see Note 12 — Related Party Transactions).

Description of Business

Predecessor Growth Partners has two reportable segments: (1) Interactive Entertainment and (2) Casino Properties and Developments. Predecessor Growth Partners’ Interactive Entertainment segment consists of CIE, which is comprised of three distinct, but complementary businesses that reinforce, cross-promote and build upon each other: social and mobile games, the World Series of Poker ("WSOP") and regulated online real money gaming. Predecessor Growth Partners’ Casino Properties and Developments segment consists of the Planet Hollywood Resort & Casino in Las Vegas ("Planet Hollywood") and the Caesars Baltimore Investment Company, LLC ("CBIC" or "Maryland Joint Venture"), which is the entity that indirectly holds interests in the Horseshoe Baltimore.

Interactive Entertainment

In May 2009, Caesars Interactive was formed by Caesars Entertainment who owned approximately 119,047 shares of Caesars Interactive’s common stock, representing approximately 89.2% of the then-outstanding shares of Caesars Interactive. The remainder of the outstanding common stock of Caesars Interactive is owned by Rock Gaming LLC ("Rock") and members of the Caesars Interactive current and former management team.

Caesars Interactive is a social and mobile games and online real money gaming provider and owner of the WSOP brand. In early 2010, Caesars Interactive licensed the WSOP and Caesars brands for use on branded poker, bingo and casino online sites in the United Kingdom. As part of its online strategy, Caesars Interactive will expand its online real money gaming offerings in the United States (the "U.S.") as it becomes legal and regulated, and will offer social and mobile casino-themed game options in those and other jurisdictions. In addition, Caesars Interactive licenses live WSOP tournaments in both the U.S. and international locations.

Casino Properties and Developments

On February 19, 2010, Caesars Entertainment acquired 100% of the equity interests of PHW Las Vegas, LLC, which owned the Planet Hollywood Resort & Casino ("Planet Hollywood"), an entertainment facility located in Las Vegas, Nevada, comprised of one casino, a hotel, multiple restaurants and retail outlets.

In July 2012, a consortium led by Caesars Entertainment was awarded the license to operate a casino in downtown Baltimore. In October 2012, Caesars Entertainment entered into definitive agreements with its partners to form a joint venture that will build and own the Horseshoe Baltimore casino.

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Use of Estimates

Predecessor Growth Partners' unaudited combined condensed financial statements are prepared in accordance with GAAP, which requires management to make estimates and assumptions that affect the reported amounts in the unaudited combined condensed financial statements and notes thereto. Significant estimates and assumptions impacting the Predecessor Growth Partners' unaudited combined condensed financial statements include, but are not limited to, the estimated consumption rate of virtual goods that it uses for revenue recognition within the Interactive Entertainment segment, useful lives of property, equipment and amortizing intangible assets, income taxes, accounting for stock-based compensation, the valuation of contingent consideration and the evaluation of goodwill and long-lived assets for impairment. Management believes the accounting estimates are appropriate and reasonably determined. However, due to the inherent uncertainties in making these estimates, actual amounts could differ from such estimates.

Note 2 — Recently Issued Accounting Pronouncements

Predecessor Growth Partners has assessed recently issued guidance and has determined there are no recently issued accounting pronouncements that will have a material impact on their results of operations or cash flows.

Note 3 — Depreciation and Amortization

Depreciation expense for property and equipment is reflected in Depreciation and amortization in the Combined Condensed Statement of Operations. For the three months ended March 31, 2013, the aggregate depreciation expense was $6.8 million.

The aggregate amortization expense for those intangible assets that are amortized is reflected in Depreciation and amortization in the Combined Condensed of Operations. For the three months ended March 31, 2013 there was $3.6 million of amortization expense.

No impairment charges were recorded for goodwill and other non-amortizing intangible assets for the three months ended March 31, 2013.

Note 4 — Equity and Non-Controlling Interests

Additional paid-in capital and Retained earnings

Additional paid-in capital and Retained earnings represent the cumulative net investment by Caesars Entertainment in Predecessor Growth Partners, including any prior net income or loss or other comprehensive income or loss attributed to Predecessor Growth Partners and contributions received from or distributions made to Caesars Entertainment. Current domestic income tax liabilities were deemed to be remitted in cash to Caesars Entertainment in the period the related income tax expense was recorded. Certain transactions between Predecessor Growth Partners and other related parties that are wholly-owned subsidiaries of Caesars Entertainment, including allocated expenses and settlement of intercompany transactions, were also included in Additional paid-in capital.

Cash received as interest on investments in notes from related party was transferred back to Caesars Entertainment. Such transfers were recorded as equity transactions, net of associated tax, and included as a component of Additional paid-in capital. Predecessor Growth Partners treated these net distributions to Caesars Entertainment as financing transactions in its statement of cash flows.

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Non-controlling interest

The following is a summary of Predecessor Growth Partners' net loss attributable to non-controlling interests for the three months ended March 31, 2013:

(In millions)	Quarter Ended March 31, 2013
Net loss attributable to redeemable non-controlling interests(1)	$	—
Net loss attributable to non-controlling interests	(1.8		)
As presented on the Combined Statement of Operations
Net loss attributable to non-controlling interests	$	(1.8	)

⁽¹⁾As of March 31, 2013, STRON-MD Limited Partnership holds 4.8% of the Maryland Joint Venture. Their non-controlling interest contains an embedded put feature that may cause us, at any time, to purchase all of STRON-MD Limited Partnership’s interest in Maryland Joint Venture either at cost prior to the commencement of the planned casino’s operations, or at fair market value after the commencement of operations.

Accumulated other comprehensive income

Accumulated other comprehensive income consists of unrealized gain on investments in notes from related party, net of taxes. For the three months ended March 31, 2013, there were no amounts reclassified out of Accumulated other comprehensive income.

Note 5 — Income Taxes

Total income taxes were allocated as follows:

(In millions)	Quarter Ended March 31, 2013
Income tax provision on income before income taxes	$	2.0
Accumulated other comprehensive income	32.3

The effective tax rate for the quarter ended March 31, 2013 was 30.8%. The primary cause for the difference from the federal statutory rate of 35% is due to tax benefits from foreign earnings taxed at lower rates and from a favorable tax ruling in Israel received in February 2013, partially offset by an increase in the federal valuation allowance and tax cost of nondeductible stock based compensation and lobbying costs.

We have no uncertain tax positions as of March 31, 2013. The tax years that remain open for examination for the Company’s major jurisdictions are 2010 through 2013 for the U.S. and Canada and 2011 and 2013 for Israel.

Note 6 — Litigation, Contractual Commitments and Contingent Liabilities

Litigation

From time to time, CAC, Predecessor Growth Partners, or CGP LLC may be subject to legal proceedings and claims in the ordinary course of business.

Multiple lawsuits have been filed against CBAC, the City of Baltimore, the MDE, and other parties in relation to the proposed location and the development of Horseshoe Baltimore. These cases allege violations of various environmental laws, violations of zoning laws and public nuisance, among other claims. Although CAC, Predecessor Growth Partners, and CGP LLC believe that they have adequate defenses to these claims, an adverse judgment could result in additional costs, delays in construction, or injunctions.

In November 2012, the MDE granted approval of the Maryland Joint Venture’s amended RAP under MDE's Voluntary Cleanup Program that named the Maryland Joint Venture, rather than the City of Baltimore, as the party that will implement the RAP and redevelop the proposed location of Horseshoe Baltimore. On February 20, 2013, a group of local residents working with the non-profit Foundation filed a complaint in the Maryland Circuit Court challenging the legality of the MDE's approval of the amended RAP. In the case, known as Ruth Sherrill, et al. v. State of Maryland Department of the Environment, et al., the Plaintiffs claimed that the amended RAP was approved without complying with the public notice and participation requirements of Maryland law. The plaintiffs sought additional public notice and participation, and to obtain an injunction on, among other things, any construction activities at the site pending the resolution of the case. On March 14, 2013, the court denied the plaintiffs' motion for a TRO. The plaintiffs' appeal of the TRO ruling was dismissed. On April 22, 2013, the plaintiffs filed an

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amended complaint adding a public nuisance claim to their original complaint. The Maryland Joint Venture filed a motion to dismiss the plaintiffs' amended complaint and a hearing was held on the motion on June 14, 2013. The amended complaint was dismissed on November 6, 2013. The plaintiffs filed a notice of appeal on December 6, 2013 and oral arguments are scheduled for September 2014.

The plaintiffs issued a notice of intent to file a citizen suit under 42 U.S.C. §§ 6972(a)(1)(A) and (a)(1)(B) of the Resource Conservation and Recovery Act. This notice of intent indicated an intention to sue CBAC, the City of Baltimore, Whiting-Turner, the general contractor for the construction of the Horseshoe Baltimore, and the Maryland Chemical Company, the former owner and operator of the site. The citizen suit was filed on September 19, 2013, but did not name Whiting-Turner. The defendants filed motions to dismiss on October 15, 2013 for lack of subject matter jurisdiction and failure to state a claim to which plaintiffs responded on November 1, 2013. No hearing has been set on the motions to dismiss.

The decision of the Board of Municipal Zoning Appeals to grant variances for the site for Horseshoe Baltimore was appealed by separate parties on the basis of alleged procedural irregularities. The appeals were dismissed for lack of standing on October 11, 2013 and no appeal of that decision was timely filed.

On August 1, 2013, ten individuals claiming to represent a class of similarly situated individuals filed a complaint in the U.S. District Court for the Northern District of Maryland against the Maryland Department of the Environment, the City of Baltimore, the U.S. Environmental Protection Agency, CBAC Gaming, LLC, Whiting-Turner Contracting Company, and Urban Green Environmental, LLC. The 11 count complaint alleged that the RAP for the proposed location of Horseshoe Baltimore is inadequate and approved without appropriate public participation. Plaintiffs seek declaratory and injunctive relief, compensatory and punitive damages, and claim violations of civil rights laws and the Clean Water Act, civil conspiracy, and a variety of torts. The plaintiffs also sought a temporary restraining order, which the District Court denied on August 9, 2013. Plaintiffs amended their complaint on November 15, 2013 and again on December 26, 2013, adding 44 new plaintiffs and naming MDE, the Secretary of MDE, the City of Baltimore, the Mayor of the City of Baltimore, the Baltimore Development Corporation, and CBAC and CBAC Borrower as defendants. The defendants filed motions to dismiss on January 27, 2014 and plaintiffs filed their oppositions on February 28, 2014.

From time to time, the City of Baltimore may be subject to legal proceedings asserting claims related to the site. At this time, CAC, Predecessor Growth Partners, and CGP LLC have not been named as parties to these proceedings. However, an unfavorable outcome for the City of Baltimore could lead to construction delays if it were determined that corrective action was required and could not be implemented successfully offsite.

Four residents of Baltimore City and County issued a notice of intent to file a citizen suit under 33 U.S.C. § 1365(b) of the Clean Water Act against the City of Baltimore as owner of the site for water pollution alleged to originate there. A lawsuit was filed on behalf of two of the residents on July 2, 2013. The City of Baltimore moved to dismiss the complaint on August 28, 2013. One of the plaintiffs withdrew from the case on October 10, 2013. The U.S. District Court for the District of Maryland dismissed the case without prejudice on January 7, 2014 for lack of standing.

Two residents of Baltimore City filed suit on May 20, 2013 against the City of Baltimore, as owner of the site, alleging that the City of Baltimore was in violation of Maryland water pollution laws as a result of groundwater contamination alleged to be migrating from the site. The City of Baltimore was served with the complaint on June 12, 2013. An amended complaint was filed on July 19, 2013, which the City of Baltimore moved to dismiss on August 6, 2013. Plaintiffs dismissed the complaint without prejudice on September 12, 2013.

Planet Hollywood Self-Insurance

Planet Hollywood was self-insured by Caesars Entertainment and its subsidiaries up to certain limits for costs associated with general liability, workers’ compensation, and employee health coverage through June 2013. See Note 12 — Related Party Transactions for additional information.

Planet Hollywood Participation and Servicing Agreement

In 2009, the predecessor of Planet Hollywood entered into an agreement to purchase a participation interest in certain mortgaged properties. Under the terms of this agreement, Planet Hollywood is required to pay the counterparty $5.6 million at the earlier of October 5, 2015, or on March 31 subsequent to the first year that such mortgaged properties generate a positive net cash flow in excess of a pre-determined minimum amount. The mortgaged properties have not and were not expected to generate a positive net cash flow in excess of this pre-determined minimum amount within the next calendar year.

Contingent Consideration

Acquisition of Buffalo Studios LLC

In December 2012, Caesars Interactive purchased substantially all of the assets of Buffalo Studios LLC ("Buffalo"). Aggregate consideration was $50.8 million, including the Predecessor Growth Partner’s preliminary estimate of $5.6 million in

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contingent consideration. In the first quarter of 2013, Predecessor Growth Partners recorded a fair value adjustment of $52.4 million related to contingent consideration for this acquisition.    

Note 7 — Leases

Predecessor Growth Partners leases both real estate and equipment used in its operations and classifies those leases as either operating or capital leases for accounting purposes. As of March 31, 2013, Predecessor Growth Partners had no material capital leases and the remaining lives of its operating leases ranged from one to 84 years with various automatic extensions.

Rental expense associated with operating leases is charged to expense in the year incurred. Rental expense for operating leases and other month-to-month cancellable leases are included in Operating expenses in the Condensed Combined Statement of Operations and amounted to $3.3 million for the three months ended March 31, 2013.

Note 8 — Supplemental Cash Flow Information

The increase/(decrease) in cash and cash equivalents due to the changes in working capital accounts were as follows:

(In millions)	Quarter Ended March 31, 2013
Interest receivable from related party	$	(16.8	)
Receivables	(5.3		)
Foreign tax payable	(4.5		)
Prepayments and other current assets	1.3
Accounts payable	1.5
Payable to related parties	5.4
Accrued expenses	1.5
Net change in working capital accounts	$	(16.9	)

The following table reconciles Interest expense, net of interest capitalized, per the Combined Condensed Statement of Operations, to cash paid for interest:

(In millions)	Quarter Ended March 31, 2013
Interest expense, net of interest capitalized	$	10.1
Adjustments to reconcile to cash paid for interest:
Net change in accruals	0.4
Net amortization of debt discounts	(5.6		)
Cash paid for interest	$	4.9
Cash payments for income taxes, net	$	4.2

Note 9 — Stock-Based Compensation and Employee Benefit Plans

A number of employee benefit programs are established for purposes of attracting, retaining, and motivating employees. The following is a description of the basic components of these programs.    

Stock-Based Compensation Plans

Caesars Entertainment grants stock-based compensation awards in Caesars Entertainment common stock to certain employees that work for the management companies of Planet Hollywood and Horseshoe Baltimore under the Caesars 2012 Performance Incentive Plan. Caesars Entertainment did not allocate any expense associated with Planet Hollywood executive's stock-based awards for the three months ended March 31, 2013 as it was not considered material to the combined condensed financial statements.

Caesars Interactive grants stock-based compensation awards in Caesars Interactive common stock to its employees and service providers in accordance with the Caesars Interactive Entertainment, Inc. Amended and Restated Management Equity Incentive Plan (the "Plan") which is intended to promote the interests of Caesars Interactive and its shareholders by providing

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key employees, directors, service providers and consultants with an incentive to encourage their continued employment or service and improve the growth and profitability of Caesars Interactive.

The following is a description of the components of these programs under the Plan:

Stock options and warrants

Time-based stock options have been granted to Caesars Interactive employees and non-employees, and time-based warrants have been granted to non-employees. Historically, both the options and warrants were generally subject to a five-year vesting period; vesting 20% per year on each anniversary of its effective date, until 100% of the options or warrants are fully vested and exercisable. Vesting is subject to the participant’s continued employment or service for non-employees, through the applicable vesting date.

Certain Caesars Interactive employees have been granted Caesars Interactive stock options, and one service provider has been granted a warrant to purchase common stock of Caesars Entertainment, with vesting conditions associated with the legalization and implementation of online gaming in the U.S. These stock options and warrants vest based on conditions other than market, performance or service conditions and therefore have been recorded as liability-classified instruments and are remeasured at their estimated fair value at each reporting date for accounting purposes. Predecessor Growth Partners is recognizing the stock compensation expense associated with these awards over the 10 year contractual life of each of the awards.

All warrants to Caesars Interactive non-employees and the majority of the stock options to employees and non-employees contain a call option, at a fixed amount, which is exercisable by Caesars Interactive. Since the embedded call feature is at a fixed price, the call feature could potentially result in a repurchase amount that is less than the fair value of the underlying shares. Therefore, these options and warrants are liability-classified instruments and are remeasured at fair value at each reporting date for accounting purposes. Options without this call provision are equity-classified instruments and are measured at their fair value at the date of grant for accounting purposes. All unexercised options and warrants expire on the tenth anniversary of the grant date.

As of both March 31, 2013 and January 1, 2013, Caesars Interactive had 4,484 shares available for awards under the Plan. The following is a summary of Caesars Interactive’s stock option and warrant activity for the quarter ended March 31, 2013:

	Shares	Weighted Average Exercise Price		Fair Value (1)		Weighted Average Remaining Contractual Term (years)
Outstanding at January 1, 2013	12,916	$	1,999.71	$	386.18	7.2
Outstanding at March 31, 2013(2)	12,916	$	1,999.71	$	386.18	6.9
Vested and expected to vest at March 31, 2013	11,448	$	1,999.71	$	381.75	6.9
Exercisable at March 31, 2013	6,514	$	1,671.75	$	127.45	6.9

^{______________________} 

⁽¹⁾ Represents the weighted-average grant date fair value per option, using a Monte Carlo simulation model

⁽²⁾ No stock options and warrants were granted or canceled for the three months ended March 31, 2013

When information is available, Caesars Interactive uses historical stock option and warrant holder behavioral data to estimate the option or warrant exercise and termination rates used in the option-pricing model. As CIE does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term, it was calculated through the Monte Carlo model assuming that the options and warrants will be disposed of either post-vesting but prior to a liquidity event, at the date of a liquidity event or after a liquidity event. Expected volatility was based on the historical volatility of the common stock of CIE’s competitor peer group for a period approximating the expected life. Caesars Interactive has no current intention to pay dividends on its common stock. The risk-free interest rate within the expected term was based on the U.S. Treasury yield curve in effect at the time of grant. Valuation assumptions for Caesars Interactive’s stock options and warrants for the quarter ended March 31, 2013 are presented below:

Expected range of volatility	55.5 - 61.3%
Expected dividend yield	—%
Expected range of term (in years)	3.9 - 6.8
Risk-free interest rate range	0.6 - 1.2%

For the three months ended March 31, 2013 the compensation cost that has been charged against earnings for stock options and warrants was approximately $1.8 million which was included in Property, general, administrative and other in the Combined Condensed Statement of Operations.

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Restricted Shares and Restricted Stock Units

Certain key employees of a subsidiary of Caesars Interactive have been granted restricted shares, which vest on the third anniversary of grant as long as the employee remains employed through this anniversary date. Prior to July 25, 2012, certain of the restricted shares contained a call option, at a fixed amount, which was exercisable by Caesars Interactive. Therefore, these restricted shares were liability-classified instruments and were measured at fair value at each reporting date for accounting purposes. This call option was removed from the restricted shares on July 25, 2012 at which time the shares were reclassified to equity classified awards. There was no incremental cost associated with this modification as the modification did not alter the fair value of the underlying award. The liability recognized in the Combined Condensed Balance Sheet was reclassified to Additional paid-in capital on the modification date. Restricted shares without this call provision are equity-classified instruments and are measured at their fair value at the date of grant for accounting purposes.

For the three months ended March 31, 2013 total compensation expense that was recorded in earnings for restricted shares was approximately $0.7 million. This expense is included in Property, general, administrative and other in the Combined Condensed Statement of Operations.

Management Shares

In October 2011, certain key CIE employees purchased common stock of Caesars Interactive Entertainment ("Management Shares"). Management Shares are equity-classified instruments for accounting purposes.

In January 2013, CIE offered to purchase a portion of the Management Shares owned by certain members of CIE management at a price of $5,221 per share. Aggregate consideration paid by Caesars Interactive for all shares purchased in the transaction amounted to $2.7 million.

Valuation of Caesars Interactive Common Stock

Caesars Interactive determines the value of its common stock in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the "Practice Aid"). The valuations of CIE's common stock were performed retrospectively by an internal valuation specialist for valuation dates of March 31, 2012 and earlier. The valuations of CIE's common stock were performed contemporaneously by this same internal valuation specialist for the valuation dates between March 31, 2012 and June 30, 2012. Valuations subsequent to June 30, 2012 were determined with the assistance of a third-party valuation firm.

In performing these valuations, the valuation specialists considered the appropriate valuation methodology to use based on the stage of development of CIE at each valuation date, in accordance with the Practice Aid. The valuation specialists considered a number of significant valuation events including, but not limited to, voluntary redemptions of shares by management shareholders electing to redeem such shares, exercises of options by third-party investors to purchase shares of common stock, recent initial public offerings in the social and mobile gaming segment, independent third-party valuations of the WSOP trade name and exclusive rights to host the WSOP tournaments, and recent acquisitions.

Employee Benefits Plans

Caesars Entertainment maintains a defined contribution savings and retirement plan in which employees of both CIE and the management companies of Planet Hollywood and Horseshoe Baltimore may participate. The plan, among other things, provides for pretax and after-tax contributions by employees. Under the plan, participating employees may elect to contribute up to 50% of their eligible earnings, provided that participants who are designated as highly compensated will have their contributions limited to ensure the plan does not discriminate in their favor. In April 2012, Caesars Entertainment reinstated a limited employer match. Predecessor Growth Partners’ reimbursement for Caesars Entertainment’s contribution expense for the three months ended March 31, 2013 was not considered material to the combined financial statements.

Caesars Entertainment also maintains deferred compensation plans, stock-option plans, and an executive supplemental savings plan under which certain employees of the management companies of Planet Hollywood and Horseshoe Baltimore may defer a portion of their compensation. The expenses charged by Caesars Entertainment for employees’ participation in these programs are included in Property, general, administrative and other in the Combined Condensed Statement of Operations.

Certain employees of Caesars Entertainment are covered by union sponsored, collectively bargained, health and welfare multiemployer benefit plans. Caesars Entertainment allocates a portion of the costs associated with these plans to Planet Hollywood. Planet Hollywood's reimbursement for Caesars Entertainment’s contributions and charges for these plans was $2.2 million for the three months ended March 31, 2013. These expenses are included in Property, general, administrative and other in the Combined Condensed Statement of Operations.

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Note 10 — Property, General, Administrative and Other

Property, general, administrative and other expense consisted of the following:

(In millions)	Quarter Ended March 31, 2013
Advertising	$	10.8
Research and development	8.3
Payroll costs	8.2
Management fee	4.5
License, franchise tax and other	3.4
Stock-based compensation	2.5
Corporate allocations	2.5
Rental expense	2.4
Utilities	1.9
Other	10.3
Total Property, General, Administrative and Other	$	54.8

Note 11 — Segments

For financial reporting purposes, Predecessor Growth Partners has two reportable segments: (1) Interactive Entertainment; and (2) Casino Properties and Developments. The Interactive Entertainment segment consists of social and mobile games that are played on various global social and mobile third-party platforms, licensing of the WSOP trade name to third parties for use in social and mobile games and online real money gaming, and the licensing of the WSOP trade name, television rights and sponsorship for WSOP live tournaments. The Interactive Entertainment segment also includes use of the WSOP and Caesars brands for regulated online real money gaming. The Casino Properties and Developments segment consists of Predecessor Growth Partners' interests in a joint venture in a gaming facility in Baltimore, Maryland, and the Planet Hollywood business, which consists of hotel, related food, beverage, entertainment, and parking amenities as well as gaming facility operations. Amounts not aggregated with either the Interactive Entertainment reportable segment or the Casino Properties and Development segment relate to the Investments in notes from related party and related tax impacts, and are reported separately in the Other column in the table below.

Revenue attributed to the reportable segments is as follows:

(In millions)	Quarter Ended March 31, 2013
Interactive Entertainment
Social and mobile games	$	66.6
WSOP and online real money gaming	1.5
	68.1
Casino Properties and Developments
Casino	44.8
Food and beverage	21.4
Rooms	23.6
Other	6.2
Less: casino promotional allowances	(13.0		)
	83.0
Net revenues	$	151.1

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

	Quarter Ended March 31, 2013
(In millions)	Interactive Entertainment			Casino Properties and Developments			Other			Total
(Loss)/income from operations	$	(37.9	)	$	13.7		$	—		$	(24.2	)
Depreciation and amortization	3.9			6.5			—			10.4
Other income/(expense), net	0.1			0.1			—			0.2
Segment EBITDA	(33.9		)	20.3			—			(13.6		)
Depreciation and amortization	(3.9		)	(6.5		)	—			(10.4		)
Interest expense, net of interest capitalized	(0.6		)	(9.5		)	—			(10.1		)
Interest income-related party	—			—			40.6			40.6
Benefit from/(provision for) income taxes	14.0			(1.8		)	(14.2		)	(2.0		)
Net (loss)/income	$	(24.4	)	$	2.5		$	26.4		$	4.5

The following geographical segment information is presented based on the geographical region of each subsidiary’s country of domicile:

(In millions)	Quarter Ended March 31, 2013
Revenues
United States	$	100.1
Israel	51.0
Net revenues	$	151.1

Note 12 — Related Party Transactions

WSOP Trade Name

In 2009, Caesars Interactive acquired the WSOP trademarks and associated rights from CEOC for $15.0 million. At the same time, Caesars Interactive entered into a Trademark License Agreement with CEOC, pursuant to which CEOC acquired an exclusive, perpetual, royalty-free license to use the WSOP trademarks in connection with hosting the WSOP tournaments, operating WSOP branded poker rooms and selling certain WSOP branded retail items. This agreement remains in effect indefinitely, unless earlier terminated pursuant to the agreement's terms.

In 2011, Caesars Interactive entered into a series of transactions pursuant to which Caesars Interactive effectively repurchased the exclusive rights to host the WSOP tournaments from CEOC for $20.5 million. The 2009 Trademark License Agreement remains in effect with respect to WSOP branded poker rooms and retail items, but the rights to host WSOP tournaments are owned by Caesars Interactive. As part of the 2011 transactions, Caesars Interactive entered into a Trademark License Agreement with CEOC pursuant to which Caesars Interactive granted CEOC the right to host the WSOP tournaments at the Rio Hotel in Las Vegas or at such other property agreed to by the parties, in exchange for a $2.0 million per year fee. Simultaneously, Caesars Interactive entered into a Circuit Event Agreement with CEOC pursuant to which Caesars Interactive granted CEOC the right to host a certain number of WSOP circuit events at various properties of CEOC for a price of $75,000 per event. Both agreements are in effect until September 1, 2016, unless earlier terminated pursuant to the agreements' respective terms. Revenues under this agreement associated with the WSOP circuit events amounted to $0.2 million for the three months ended March 31, 2013.

Cross Marketing and Trademark License Agreement

In 2011, Caesars Interactive entered into a Cross Marketing and Trademark License Agreement with Caesars World, Inc., Caesars License Company, LLC, Caesars Entertainment and CEOC. In addition to granting Caesars Interactive the exclusive rights to use various brands of Caesars Entertainment in connection with social and mobile games and online real money gaming in exchange for a 3% royalty, this agreement also provides that CEOC will provide certain marketing and promotional activities for Caesars Interactive, including participation in Caesars Entertainment's Total Rewards loyalty program, and Caesars Interactive will provide certain marketing and promotional activities for Caesars Entertainment and CEOC. The agreement also provides for certain revenue share arrangements where Caesars Interactive pays CEOC for customer referrals. This agreement is in effect until December 31, 2026, unless earlier terminated pursuant to the agreement’s terms. For the three months ended March 31, 2013, Caesars Interactive paid $0.2 million pursuant to the terms of the Cross Marketing and Trademark License Agreement.

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Allocated general corporate expenses

The Combined Condensed Statement of Operations reflects an allocation of both expenses incurred in connection with shared services agreements and directly billed expenses incurred through Caesars Entertainment and CEOC. General corporate expenses have been allocated based on a percentage of revenue, or on another basis (such as headcount), depending upon the nature of the general corporate expense being allocated. For the three months ended March 31, 2013 Predecessor Growth Partners recorded allocated general corporate expenses and directly billed expenses totaling $6.0 million.

The accompanying Combined Condensed Statement of Operations also includes allocations of certain Caesars Entertainment general corporate expenses in accordance with shared services agreements under which Caesars Entertainment and its subsidiaries provide services to both Caesars Interactive and Planet Hollywood. These allocations of general corporate expenses may not reflect the expense Predecessor Growth Partners would have incurred if it were a stand-alone company nor are they necessarily indicative of Predecessor Growth Partners' future costs. Management believes the assumptions and methodologies used in the allocation of general corporate expenses from Caesars Entertainment and CEOC are reasonable. Given the nature of these costs, it is not practicable for Predecessor Growth Partners to estimate what these costs would have been on a stand-alone basis.

Planet Hollywood Self-Insurance

Planet Hollywood was self-insured by Caesars Entertainment and its subsidiaries up to certain limits for costs associated with general liability, workers’ compensation, and employee health coverage through June 2013. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of actuarial estimates of incurred but not reported claims. In estimating these reserves, historical loss experience and judgments about the expected levels of costs per claim are considered. These claims are accounted for based on actuarial estimates of the undiscounted claims, including those claims incurred but not reported. Planet Hollywood believes the use of actuarial methods to account for these liabilities provides a consistent and effective way to measure these highly judgmental accruals. Predecessor Growth Partners regularly monitored the potential for changes in estimates, evaluated its insurance accruals, and adjusted its recorded provisions.

Management Fees

PHW Manager, LLC ("PHW Manager"), a wholly-owned subsidiary of CEOC, manages the operations of the Planet Hollywood. Fees paid to PHW Manager for such services include a base management fee calculated at 3.0% of adjusted gross operating revenue plus net casino wins, and an incentive fee calculated at 4.5% of EBITDA less the base management fee. For the three months ended March 31, 2013, the fees were $4.5 million. These fees are included in Property, general, administrative, and other expenses in the Combined Condensed Statement of Operations.

Long-term debt to related party

Caesars Interactive has entered into an unsecured credit facility with Caesars Entertainment (the "Credit Facility") whereby Caesars Entertainment provided to Caesars Interactive unsecured intercompany loans as approved by Caesars Entertainment on an individual transaction basis. No principal payments are required under the Credit Facility until its maturity date of November 29, 2016. The unsecured intercompany loans bear interest on the unpaid principal amounts at a rate per annum equal to London Inter-Bank Offered Rate ("LIBOR") plus 5%. For the three months ended March 31, 2013, CIE recorded $0.6 million of interest expense associated with this debt. The Credit Facility does not have any restrictive or affirmative covenants.

Investments in notes and interest receivable from related party

Predecessor Growth Partners' investments in notes from related party consist solely of senior notes previously issued by CEOC and were acquired by Caesars Entertainment. All investments in notes from related party are classified as available for sale and are recorded as non-current assets.

For the three months ended March 31, 2013, interest income from related parties includes $16.7 million of income based on the stated interest rate, $23.8 million of accretion of discount and $0.1 million of interest income related to the paid-in-kind notes.

Note 13 — Recent Developments

Letter from CEOC Second Lien Noteholders

On March 21, 2014, CAC, CGP LLC, Caesars Entertainment, Caesars Entertainment Operating Company, Inc.("CEOC") and Caesars Entertainment Resort Properties, LLC ("CERP") received a letter (the "Second Lien Holders’ Letter") from a law firm acting on behalf of unnamed clients who claim to hold Second-Priority Secured Notes of CEOC, alleging, among other things, that CEOC is insolvent and that CEOC’s owners improperly transferred or seek to transfer valuable assets of CEOC to affiliated entities in connection with: (a) the transaction agreement dated October 21, 2013 by and among Caesars Entertainment, certain subsidiaries of Caesars Entertainment and CEOC, CAC and CGP LLC, which, among other things,

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provide for the asset transfers from subsidiaries of CEOC to CGP LLC of the Planet Hollywood Resort & Casino and interests in Horseshoe Baltimore that was consummated in 2013 (the "2013 CGP Transaction"); (b) the transfer by CEOC to CERP of Octavius Tower and the Linq that was consummated in 2013; (c) the transfers by CEOC to CGP LLC of The Cromwell, The Quad, and Bally’s Las Vegas (together, the "Acquired Properties Transaction"); and (d) the contemplated transfer of Harrah’s New Orleans (the "Contemplated Transaction"). The Second Lien Holders’ Letter does not identify the holders or specify the amount of Second-Priority Secured Notes or other securities that they may hold. The Second Lien Holders’ Letter includes allegations that these transactions constitute or will constitute voidable fraudulent transfers and represent breaches of alleged fiduciary duties owed to CEOC creditors and that certain disclosures concerning the transactions were inadequate. The Second Lien Holders’ Letter demands, among other things, that the transactions be rescinded or terminated, as would be applicable.

CAC, CGP LLC, Caesars Entertainment, CEOC and CERP strongly believe there is no merit to the Second Lien Holders’ Letter’s allegations and will defend itself vigorously and seek appropriate relief should any action be brought. If a court were to order rescission of the 2013 CGP Transaction, the Acquired Properties Transaction or enjoin consummation of the Contemplated Transaction, CGP LLC and Caesars Entertainment may have to return the properties and/or the assets transferred to CGP LLC in the 2013 CGP Transaction and the Acquired Properties Transaction, or their value, to Caesars Entertainment or CEOC, be forced to pay additional amounts therefor, or to take other actions ordered by the court. In addition, if the Contemplated Transaction were consummated and a court were to find that the transfer was improper, that could trigger a default under the CEOC’s Senior Secured Credit Facilities and the Notes and a court could fashion a number of remedies, including declaring that the liens on the returned assets securing the CEOC’s Senior Secured Credit Facilities and the Notes are not valid or enforceable, or that they may be equitably subordinated or otherwise impaired. These consequences could have a material adverse effect on CGP LLC’s and the Company’s business, financial condition, results of operations and prospects and on the ability of lenders and noteholders to recover on claims under the Senior Secured Credit Facilities and the Notes. See Item 1A.Risk Factors—Risks Related to Caesars Growth Partners, LLC's Business—We are or may become involved in legal proceedings that, if adversely adjudicated or settled, could impact our financial condition.

Letter from Holders of CEOC First Lien Debt

On April 3, 2014, a letter was sent to the boards of directors of Caesars Entertainment and CEOC (the "First Lien Holders’ Letter") by a law firm claiming to act on behalf of unnamed parties who assert that they are lenders under CEOC’s credit agreement and/or holders of CEOC’s first-priority senior secured notes (collectively, the "First Lien Group"), alleging, among other things, that Caesars Entertainment and CEOC improperly transferred or seek to transfer assets of Caesars Entertainment and CEOC to affiliated entities in connection with: (a) the transaction agreement dated October 21, 2013 by and among Caesars Entertainment, certain subsidiaries of Caesars Entertainment and CEOC, CAC and CGP LLC, which, among other things, provides for the contributions by Caesars Entertainment and its subsidiaries to CGP LLC of Caesars Interactive Entertainment, Inc. ("CIE" or "Caesars Interactive") and $1.1 billion face amount of CEOC’s unsecured notes in exchange for non-voting interests of CGP LLC, and the asset transfers from subsidiaries of CEOC to CGP LLC of the Planet Hollywood Resort & Casino and interests in Horseshoe Baltimore that was consummated in 2013; (b) the transfer by CEOC to CERP of Octavius Tower and Project Linq that was consummated in 2013; (c) Acquired Properties Transaction consummated in 2014; and (d) the Contemplated Transaction and formation of Services JV among CEOC, CERP and the Company to provide certain centralized services, including but not limited to common management of enterprise-wide intellectual property (the "Contested Transactions"). The First Lien Holders’ Letter asserts that the consideration received by Caesars Entertainment and CEOC in the Contested Transactions is inadequate, that Caesars Entertainment and CEOC were insolvent when the transactions were approved, that the Contested Transactions represented breaches of alleged fiduciary duties, that certain disclosures concerning the Contested Transactions were inadequate, and concerns about governance of CEOC. The First Lien Holders’ Letter claims that the First Lien Group consists of holders of a total of more than $1.85 billion of CEOC’s first lien debt and that holders of an additional $880.0 million of CEOC’s first lien debt endorse and support the First Lien Holders’ Letter but are not part of the group. The First Lien Holders’ Letter demands, among other things, rescission or termination of the Contested Transactions and requests a meeting with representatives of Caesars Entertainment and other parties to discuss these matters.

Caesars Entertainment and CEOC strongly believe there is no merit to the First Lien Holders’ Letter’s allegations and will defend themselves vigorously and seek appropriate relief should any action be brought. If a court were to order rescission or termination of the Contested Transactions, CGP LLC and its subsidiaries may have to return the assets transferred to CGP LLC in the Contested Transactions or their value to Caesars Entertainment or CEOC, be forced to pay additional amounts therefor, or to take other actions ordered by the court. In addition, if the Contemplated Transaction were consummated and a court were to find that the transfer was improper, that could trigger a default under the debt that CGP LLC is raising to finance such transfers and a court could fashion a number of remedies, including declaring that the liens on the returned assets securing such financing are not valid or enforceable, or that they may be equitably subordinated or otherwise impaired. Furthermore, a court could enjoin the consummation or order rescission of the Services JV transaction. These consequences could have a material adverse effect on CGP LLC’s business, financial condition, results of operations and prospects. See Item 1A.Risk Factors—Risks Related to Caesars Growth Partners, LLC's Business—We are or may become involved in legal proceedings that, if adversely adjudicated or settled, could impact our financial condition.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial position and operating results of Caesars Acquisition Company (the "Company," "CAC," "we," "our" and "us") and Caesars Growth Partners, LLC ("CGP LLC") for the three months ended March 31, 2014 and the assets and entities that were acquired by or contributed to CGP LLC in connection with the transactions described in Item 1 - Business of our Annual Report on Form 10-K for the year ended December 31, 2013 (referred to as "Predecessor Growth Partners") for the three months ended March 31, 2013 should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations presented in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.

Basis of Presentation and Discussion

CAC was incorporated under the laws of the State of Delaware on February 25, 2013 and was formed to directly own 100% of the voting membership units in CGP LLC, a joint venture between CAC and subsidiaries of Caesars Entertainment Corporation ("CEC" or "Caesars Entertainment"). On October 21, 2013, the joint venture was formed between subsidiaries of Caesars Entertainment and CAC through the execution of the series of transactions described in Item 1 — Business in our Annual Report on Form 10-K for the year ended December 31, 2013. Following consummation of those transactions, CAC serves as CGP LLC’s managing member and sole holder of all of its outstanding voting units, and subsidiaries of Caesars Entertainment hold all of CGP LLC’s outstanding non-voting units. However, based upon the structure of CGP LLC and the related economics, CGP LLC has been determined to be a variable interest entity of which Caesars Entertainment is the primary beneficiary. Therefore, CAC does not consolidate CGP LLC into its financial statements. Instead, CAC accounts for its investment in CGP LLC using a balance sheet approach to the equity method of accounting, referred to as hypothetical liquidation at book value ("HLBV") accounting.

CAC's only material asset is its membership interest in CGP LLC. Predecessor Growth Partners is considered to be the predecessor to CAC. The combined historical financial statements of Predecessor Growth Partners have been prepared on a stand-alone basis and, as the formation transactions are considered to be a reorganization of entities under common control, have been derived from the historical accounting records and consolidated financial statements of Caesars Entertainment. The combined condensed financial statements reflect the results of operations and cash flows of the businesses and assets contributed to or acquired by CGP LLC in the transactions described previously as if those businesses were combined into a reporting entity for the period presented.

As our investment in CGP LLC is considered to be significant, CGP LLC's annual financial statements are required to be included as an exhibit to each CAC Annual Report on Form 10-K in accordance with Securities and Exchange Commission ("SEC") Rule 3-09 of Regulation S-X. Given the significance of this investment to the financial position and results of operations of CAC, we have elected to include selected financial information of CGP LLC in this Quarterly Report on Form 10-Q. As the basis of presentation for all items other than income taxes, non-controlling interests and senior notes returned to Caesars Entertainment related to the subscription right restoration is the same between Predecessor Growth Partners and CGP LLC, and because we believe that the comparative information for CAC's investment in CGP LLC is material to investors in CAC, we have presented information for both CGP LLC and Predecessor Growth Partners in this management's discussion and analysis of financial condition and results of operations.

CAESARS ACQUISITION COMPANY

Operating Results

Income from Equity Method Investment

For the three months ended March 31, 2014, CAC recognized $9.3 million of income from the equity method investment in CGP LLC, which equals the amount of income that CAC was entitled to under its minimum guaranteed return.

Other Expenses

In addition to its income from equity method investment, CAC incurred direct expenses of $5.9 million primarily related to professional services fees, predominantly in preparation for the Asset Purchase Transaction as described in Other Items within this Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as general liability insurance and licenses and fees.

Provision for income taxes

The provision for income taxes for the period presented of $1.2 million is approximately the same as the expected federal tax rate of 35% applied to CAC's pre-tax income, as there are no material items impacting the federal tax provision for the period presented.

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Liquidity and Capital Resources

Capital Spending

CAC has not incurred, nor is it expected to incur, material capital expenditures in the normal course of business or to pursue acquisition opportunities other than through CGP LLC. See "Liquidity and Capital Resources" for CGP LLC and Predecessor Growth Partners.

Capital Resources

CAC's sole source of funds is distributions from CGP LLC. To the extent that CAC requires additional funds, CAC may borrow funds or issue additional equity. However, as CAC does not have operations of its own, it is expected that CAC will not have a significant need for additional liquidity.

CAC's expenses incurred in the normal course of business, most significantly income tax obligations, are expected to be paid by CGP LLC on behalf of CAC. These transactions are accounted for as distributions from CGP LLC to CAC.

Liquidity

Pursuant to the certificate of incorporation of CAC and the CGP Operating Agreement, after October 21, 2016, Caesars Entertainment and/or its subsidiaries will have the right, which it may assign to any of its affiliates or to any transferee of all non-voting units of CGP LLC held by subsidiaries of Caesars Entertainment, to acquire all or a portion of the voting units of CGP LLC (or, at the election of CAC, shares of CAC’s Class A common stock) not otherwise owned by Caesars Entertainment and/or its subsidiaries at such time.

Following October 21, 2018 and until April 21, 2022, our Board will have the right to cause a liquidation of CGP LLC, including the sale or winding up of CGP LLC, or other monetization of all of its assets and the distribution of the proceeds remaining after satisfaction of all liabilities of CGP LLC to the holders of CGP LLC's units according to the terms of the CGP Operating Agreement. On April 21, 2022 (unless otherwise agreed by Caesars Entertainment and CAC), if our Board has not previously exercised its liquidation right, the CGP Operating Agreement provides that CGP LLC shall, and our Board shall cause CGP LLC to, effect a liquidation.

Off- Balance Sheet Arrangements

CAC did not have any off-balance sheet arrangements at March 31, 2014 or December 31, 2013.

CAESARS GROWTH PARTNERS, LLC AND PREDECESSOR GROWTH PARTNERS

Overview

For financial reporting purposes, CGP LLC has two reportable segments: (1) Interactive Entertainment and (2) Casino Properties and Developments. CGP LLC’s Interactive Entertainment segment consists of Caesars Interactive Entertainment, Inc ("CIE" or "Caesars Interactive"), which is comprised of three distinct, but complementary businesses that reinforce, cross-promote and build upon each other: social and mobile games, the World Series of Poker ("WSOP") and regulated online real money gaming. CGP LLC’s Casino Properties and Developments segment consists of the Planet Hollywood Resort & Casino in Las Vegas ("Planet Hollywood") and of Caesars Baltimore Investment Company, LLC ("CBIC" or the "Maryland Joint Venture,") which is the entity that indirectly holds interests in Horseshoe Baltimore casino in Maryland ("Horseshoe Baltimore"). The Horseshoe Baltimore is under construction and is expected to open in the third quarter of 2014. Therefore, the results of operations for Horseshoe Baltimore are primarily comprised of pre-opening and financing-related activities.

Operating Results of CGP LLC and Predecessor Growth Partners

	CGP LLC			Predecessor Growth Partners
	Quarter Ended March 31,
(In millions)	2014			2013			Change			Change
Revenues	$	226.3		$	151.1		$	75.2		49.8	%
Loss from operations	(61.8		)	(24.2		)	(37.6		)	(155.4	)%
Adjusted EBITDA(1)	55.6			42.2			13.4			31.8	%

^{_________________________} 

⁽¹⁾ See "Reconciliations of Adjusted Segment EBITDA to Net (Loss)/Income" for a reconciliation of Adjusted Segment Earnings before Interest Income/Expense, Income Taxes, Depreciation and Amortization ("EBITDA") to net (loss)/income.

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Net revenues for first quarter 2014 increased by $75.2 million or 49.8% compared with 2013, driven by organic growth in both operating segments, and by CIE's first quarter 2014 acquisition of Pacific Interactive. Loss from operations for first quarter 2014 was $61.8 million as compared to loss from operations of $24.2 million for the same period in 2013. Loss from operations for the first quarter 2014 includes $76.1 million of expense resulting from the change in fair value of contingently issuable non-voting membership units associated with the CIE earn-out calculation related to the formation transaction. Loss from operations for the first quarter 2013 includes $52.4 million of expense associated with contingent consideration related to CIE's late 2012 acquisition of Buffalo Studios LLC ("Buffalo"). Before the consideration of these two items, income from operations would have been $14.3 million for first quarter 2014, compared with $28.2 million for first quarter 2013. This decrease in income from operations is primarily attributable to increased stock compensation expense and significant marketing expenses associated with online gaming. These adverse impacts on income from operations were partially offset by the income impact of increased revenues. Adjusted EBITDA increased $13.4 million or 31.8% in first quarter 2014 as compared with first quarter 2013, driven by the income impact of increased revenues, partially offset by the increase in marketing expenses.    

Reportable Segments Operating Results

Interactive Entertainment

	CGP LLC		Predecessor Growth Partners
	Quarter Ended March 31,
(In millions)	2014		2013			Change		Change
Revenues	$	124.2	$	68.1		$	56.1	82.4	%
Income/(loss) from operations	4.5		(37.9		)	42.4		(111.9	)%
Adjusted Segment EBITDA(1)	30.3		21.2			9.1		42.9	%

^{_________________________} 

⁽¹⁾ See "Reconciliations of Adjusted Segment EBITDA to Net (Loss)/Income" for a reconciliation of Adjusted Segment EBITDA to net (loss)/income.

Interactive Entertainment revenues increased by $56.1 million for the three months ended March 31, 2014 compared to the same period in 2013, as a result of organic growth and the Pacific Interactive acquisition further discussed below. Income from operations for the three months ended March 31, 2014 was $4.5 million and loss from operations for the three months ended March 31, 2013 was $37.9 million. Loss from operations for the first quarter 2013 includes $52.4 million of expense associated with contingent consideration related to CIE's late 2012 acquisition of Buffalo. Before consideration of this item, income from operations would have been $14.5 million for first quarter 2013. The decrease in income from operations is primarily attributable to increased stock compensation expense and significant marketing expenses associated with online gaming. These adverse impacts on income from operations were partially offset by the income impact of increased revenues. Adjusted Segment EBITDA increased in first quarter 2014 as compared with first quarter 2013, driven by the income impact of increased revenues, partially offset by the increase in marketing expenses.

For the three months ended March 31, 2014, the CIE business generated approximately 93% of its revenues from its social and mobile games business. CIE measures the performance of its social and mobile games business by using financial metrics, including revenue, and operating metrics, including Daily Active Users, Monthly Active Users, Monthly Unique Users, Average Revenue per User and Monthly Unique Payers. These operating metrics help CIE to understand and measure the engagement levels of its players, the size of its audience and its reach.

In December 2012, CIE consummated the acquisition of substantially all of the assets of Buffalo, a social and mobile games developer based in Santa Monica, California. Aggregate cash consideration paid at the time of the acquisition was $45.2 million and contingent consideration of $58.5 million was paid in April 2014.

In May 2013, CIE acquired the World Series of Poker social and mobile game assets and intellectual property from Electronic Arts, Inc. In August 2013, CIE acquired an online game development business based in the Ukraine and in October 2013, CIE acquired the workforce, assets and intellectual property of an online gaming development group. Assets acquired and liabilities assumed in these transactions were not material to the financial statements of Predecessor Growth Partners or CGP LLC.

On February 13, 2014, CIE announced the acquisition of Pacific Interactive UK Limited, a company based in the United Kingdom, and the assets of various affiliates of Pacific Interactive, creator of House of Fun, which is among the leading social and mobile casino-themed games on Facebook, iOS, Android and the Amazon marketplace. House of Fun was launched in 2011, is free to play, boasts industry-leading Key Performance Indicators ("KPIs") and, as of March 31, 2014 has a loyal user base of approximately 770 thousand daily active users and almost 3.0 million monthly active users.

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The table below shows the results of CIE's social and mobile games business, using the financial and operating metrics referred to above, for the periods indicated. Revenues are presented in millions of dollars, user statistics are presented in thousands of users, and average revenues per user is presented in dollars.

	For the Three Months Ended
	March 31,		December 31,		September 30,		June 30,		March 31,
	2014(1)		2013(2)		2013		2013		2013
Total Revenues	$	115.7	$	90.7	$	74.7	$	70.7	$	66.6
Average Daily Active Users (3)	5,704		4,639		4,803		4,952		5,259
Average Monthly Active Users (3)	19,597		15,914		16,354		16,962		17,695
Average Monthly Unique Users (3)	17,370		13,908		14,615		14,941		16,052
Average Monthly Unique Payers (3)	511		322		293		279		292
Average Revenue per User	$	0.24	$	0.21	$	0.17	$	0.16	$	0.14

^{_________________________} 

⁽¹⁾ Operating metrics include numbers from Pacific Interactive only after its February 2014 acquisition by CIE.

⁽²⁾ Presents the aggregate of Predecessor Growth Partners for the period from October 1 through October 21, 2013, and CGP LLC for the period from October 22 through December 31, 2013.

⁽³⁾ CIE systems cannot always distinguish unique individuals playing games in multiple sessions in the same day or in a 30-day period ending with the measurement date, playing the same game across multiple platforms, or playing different titles offered by CIE. Thus, users who play multiple titles or on multiple platforms may be counted as more than one user within the respective operating metrics.

Consistent with the social and mobile business model, only a small portion of CIE’s social and mobile games players pay for virtual goods. During the three months ended March 31, 2014, CIE’s social and mobile games business had approximately 511 thousand average Monthly Unique Payers, or 2.9% of the total number of average Monthly Unique Users on the social and mobile platforms during this period, purchase virtual goods. Because the opportunity for social interactions and player generated promotion through playing platforms increases as the overall number of players increases, CIE believes that maintaining and growing its total number of players, including the number of players who may not purchase virtual goods, is important to the success of its business. The sale of virtual goods, however, constitutes the primary source of revenue for CIE's social and mobile games business. The degree to which game-players choose to pay for virtual goods in the games is driven by CIE's ability to create content that enhances the game-play experience. CIE's revenue and overall financial performance are affected by the number of players and the effectiveness of its monetization of players through the sale of virtual goods.

CIE's user metrics are impacted by several factors that cause them to fluctuate on a quarterly basis. Future growth in audience and engagement will depend on CIE's ability to retain current players, attract new players, launch new games and expand into new markets and distribution platforms. Overall, CIE expects average revenue per user to be slightly higher on the mobile platforms based upon the relative ease of the tablet payment process and the overall user demographics of tablet users, when compared to the purchase process and user demographics of web platforms.

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

	For the Three Months Ended
	March 31,		December 31,		September 30,		June 30,		March 31,
(In millions)	2014		2013(1)		2013		2013		2013
North America	$	80.2	$	60.9	$	50.1	$	47.8	$	43.2
South America	0.7		0.6		0.6		0.6		0.4
Europe	10.0		8.9		8.1		7.8		8.7
Asia/Pacific	24.3		20.0		15.7		14.3		14.0
Africa and Rest of the World	0.5		0.3		0.2		0.2		0.3
	$	115.7	$	90.7	$	74.7	$	70.7	$	66.6

^{_________________________} 

⁽¹⁾  Presents the aggregate of Predecessor Growth Partners for the period from October 1 through October 21, 2013, and CGP LLC for the period from October 22 through December 31, 2013.

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Casino Properties and Developments

	CGP LLC		Predecessor Growth Partners
	Quarter Ended March 31,
(In millions)	2014		2013		Change			Change
Revenues	$	102.1	$	83.0	$	19.1		23.0	%
Income from operations	10.8		13.7		(2.9		)	(21.2	)%
Adjusted Segment EBITDA(1)	26.1		21.0		5.1			24.3	%

^{_________________________} 

⁽¹⁾ See "Reconciliations of Adjusted Segment EBITDA to Net (Loss)/Income" for a reconciliation of Adjusted Segment EBITDA to net (loss)/income.

Performance of the Casino Properties and Developments segment is measured in part through tracking of trips by rated customers, which means a customer whose gaming activity is tracked through Caesars Entertainment’s Total Rewards system, referred to as "trips," and spend per rated customer trip, referred to as "spend per trip." A trip is created by a Total Rewards card holder engaging in one or more of the following activities while at our property: (1) hotel stay, (2) gaming activity or (3) a comp redemption, which means the receipt of a complimentary item given out by the casino. Lodgers are guests registered with the total rewards program who stay at the property and Non-lodgers are guests registered with the total rewards program not staying at the property. Customer spend means the cumulative rated theoretical spend (which is the amount of money expected to be retained by the casino based upon the mathematics underlying the particular game as a fraction of the amount of money wagered by the customer) across all game types for a specific customer. The average combined gross hold is the percentage of the amount wagered across all game types (including table games and slot machines) that the casino retained.

    Casino Properties and Developments net revenues for the three months ended March 31, 2014 increased by $19.1 million when compared with the same period in 2013. The majority of the increase was driven by Other revenue related to the enhanced entertainment options at the new Axis Theater in 2014. Additionally, there were increases in both trips and spend per trip at Planet Hollywood. During the first quarter of 2014, total trips increased by approximately 2.5% from the first quarter of 2013, driven by a 5.2% increase in trips by non-lodgers, partially offset by a decrease in trips by lodgers. Total spend per trip increased by 5.2% in first quarter of 2014 versus the first quarter of 2013, driven by increases in spend per trip from both lodgers and non-lodgers. Gross casino hold decreased slightly from 11.8% in the first quarter of 2013 to 11.4% in first quarter of 2014.

Cash average daily room rates for the three months ended March 31, 2014 increased to $132, or approximately 23.4%, when compared to $107 for the same period in 2013, primarily resulting from the introduction of resort fees. Average daily occupancy was 95.7% in the first quarter of 2014 and 94.6% in the first quarter of 2013. Revenue per available room ("RevPar") for the three months ended March 31, 2014 and 2013 was $124 and $103, respectively.

Food and beverage revenues for the three months ended March 31, 2014 and 2013 were $24.9 million and $21.4 million, respectively. This increase in revenues was driven largely by the ramp up of the Gordon Ramsay BurGR restaurant that opened in 2012, combined with increased banquet business, as well as revenues from the Axis Bar inside the new Axis theater, the new Pinup Pizza takeout restaurant, and Shiver frozen daiquiri bar which all opened after the first quarter of 2013.

Income from operations decreased in 2014 when compared with 2013 as the income impact of increased revenues was more than offset by the combination of increased expenses at Planet Hollywood and increased pre-opening expenses associated with the Baltimore Development, as defined and described in the Capital Resources section below. Certain pre-opening expenses for Baltimore are not a component of Adjusted Segment EBITDA, therefore Adjusted Segment EBITDA increased for 2014 when compared with 2013.

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Other Factors Affecting Net Income

	CGP LLC			Predecessor Growth Partners
	Quarter Ended March 31,
(In millions)	2014			2013
Interest expense, net of interest capitalized	$	(11.9	)	$	(10.1	)
Interest income	1.0			—
Interest income - related party	48.8			40.6
Loss on early extinguishment of debt	(0.6		)	—
Other income/(expense), net	—			0.2
Provision for income taxes (1)	(1.7		)	(2.0		)
Net loss/(income) attributed to non-controlling interests (2)	6.5			1.8

^{_________________________} 

⁽¹⁾  CGP LLC's provision for income taxes represents the income taxes from its corporate subsidiary, CIE, which is taxed as a corporation for federal, state and foreign income purposes. CGP LLC does not record a tax provision for its Casino Properties and Developments segment as all entities within this segment are pass-through entities for income tax purposes. Predecessor Growth Partners' income taxes represent the allocated income taxes from the consolidated Caesars Entertainment provision for income taxes as if Predecessor Growth Partners filed separate U.S. federal, state and foreign income tax returns, and does not recognize the pass-through entity structure of CGP LLC.

⁽²⁾  CGP LLC's non-controlling interest reflects the non-controlling interest associated with consolidating CIE and the Baltimore Joint Venture into CGP LLC. As the financial statements of Predecessor Growth Partners were prepared on a combined basis rather than a consolidated basis, the non-controlling interest associated with CIE is not included within the financial statements of Predecessor Growth Partners.

Interest expense, net of interest capitalized

Interest expense associated with the Planet Hollywood secured loan increased from $9.5 million in first quarter of 2013, to $9.6 million in the first quarter of 2014. Increases to the expense resulted from increased amortization of debt discount, partially offset by a decrease in interest expense resulting from pre-payments of principle.

In July 2013, CBAC Borrower LLC ("CBAC Borrower") entered into a credit agreement (the "Baltimore Credit Facility"). Interest expense associated with this facility was $1.6 million in the first quarter of 2014 which consisted of $5.9 million in interest expense offset by $4.3 million in capitalized interest for related construction of the facility.

Other interest expense, net of interest capitalized, was $0.7 million and $0.6 million for the three months ended March 31, 2014 and 2013, respectively, primarily due to a 2014 change in the fair value of the earn-out associated with an acquisition partially offset by a decrease in the interest expense associated with CIE's unsecured credit facility with Caesars Entertainment as defined in the Capital Resources section below, resulting from the lower average balance owed to Caesars Entertainment.

Interest expense associated with contingent consideration and capital lease obligations was not material to any period presented.

Interest income-related party

CGP LLC receives interest income on its portfolio of approximately $1.1 billion face value of aggregate principal amount of notes received from CEOC in the transactions described in Item 1 - Business of our Annual Report on Form 10-K for the year ended December 31, 2013 ("CEOC Notes"). The CEOC Notes have fixed interest rates ranging from 5.625% to 6.50% and maturities ranging from 2015 to 2017. The increase in interest income in the first quarter of 2014 when compared with the first quarter of 2013 is primarily the result of increased accretion of discount originally recorded as a result of purchasing the senior notes at market prices significantly below face value.

Loss on early extinguishment of debt

The Planet Hollywood secured loan contains excess cash flow provisions which require mandatory prepayment of debt when certain conditions are met. The mandatory prepayments made in the first quarter of 2014 resulted in the recognition of a loss on early extinguishment of debt of $0.6 million.

Other income/(expense), net

Other income/(expense), net for the three months ended March 31, 2014 and 2013 was not material to the respective periods.

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Provision for income taxes

CGP LLC

The provision for income taxes for CGP LLC represents the income taxes from its corporate subsidiary, CIE, which was taxed as a corporation for federal, state and foreign income tax purposes. The provision for income taxes for CGP LLC differs from the expected federal tax rate of 35% primarily due to CGP LLC income not taxed at the CGP LLC entity level.

No provision for income taxes is reported for the Casino Properties and Developments segment of CGP LLC as this segment is taxed as a partnership for federal and state income tax purposes whereby any income or losses were allocated to the CGP LLC Members and taxed by each Member.

Predecessor Growth Partners

The provision for income taxes represent the allocated income taxes from the consolidated Caesars Entertainment provision for income taxes as if Predecessor Growth Partners filed separate U.S. federal, state, and foreign income tax returns. The provision for income taxes for the period presented differs from expected federal tax rate of 35% primarily due to tax benefits from foreign operations partially offset by an increase in federal valuation allowance and the tax cost of nondeductible stock-based compensation and other nondeductible expenses.

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

CGP LLC

Caesars Interactive Entertainment

CGP LLC's non-controlling interest reflects the non-controlling interest associated with consolidating Caesars Interactive into CGP LLC. As the financial statements of Predecessor Growth Partners were prepared on a combined basis rather than a consolidated basis, the non-controlling interest associated with CIE is not included within the financial statements of Predecessor Growth Partners. For the quarter ended March 31, 2014, net income of $0.2 million was attributable to non-controlling interests in CIE.

Baltimore Joint Venture

For the quarter ended March 31, 2014, net loss of $6.7 million was attributable to non-controlling interests in the Baltimore joint venture.

In February 2014, our joint venture CR Baltimore Holdings ("CRBH") sold a portion of its interest in CBAC Gaming LLC ("CBAC"), the entity which owns a majority of the interests in the Maryland Joint Venture to an existing joint venture partner, Caves Valley Partners ("CVP"). CGP LLC received $12.8 million of the proceeds from the sale. After consideration of this transaction, CRBH owns approximately 70% of CBAC.

Predecessor Growth Partners

As a result of the acquisition of a 51% controlling equity interest in Playtika Ltd. ("Playtika") in May 2011, CIE began consolidating the results of Playtika subsequent to the acquisition date, recording net income attributed to non-controlling interest of $8.0 million for the 49% equity interest not owned during that period. CIE acquired the remaining 49% equity interest in Playtika in December 2011.

For the period ended March 31, 2013, net loss attributed to non-controlling interests was $1.8 million.

Reconciliations of Adjusted Segment EBITDA to Net (Loss)/Income

Our unaudited financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). Adjusted EBITDA is a non-GAAP financial measure that is defined and reconciled to its most comparable GAAP measure below. Adjusted EBITDA is included because management believes that Adjusted EBITDA provides investors with additional information that allows a better understanding of the results of operational activities separate from the financial impact of capital investment decisions made for the long-term benefit of CGP LLC and Predecessor Growth Partners.

Because not all companies use identical calculations, the presentation of CGP LLC's and Predecessor Growth Partners' EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.

37

	CGP LLC			Predecessor Growth Partners
	Quarter Ended March 31,
(In millions)	2014			2013
Adjusted Segment EBITDA
Interactive Entertainment	$	30.3		$	21.2
Casino Properties and Developments	26.1			21.0
Other	(0.8		)	—
	55.6			42.2
Reconciliation
Stock-based compensation(a)	(18.3		)	(2.5		)
Write-downs, reserves, recoveries, and project opening costs(b)	(7.8		)	(0.8		)
Change in fair value of contingently issuable non-voting membership units(c)	(76.1		)	—
Change in fair value of contingent consideration(d)	(0.7		)	(52.4		)
Loss on early extinguishment of debt(e)	(0.6		)	—
Transaction costs	(0.2		)	—
Other (expense)/income, net	—			0.2
Other(f)	(0.7		)	(0.3		)
EBITDA	(48.8		)	(13.6		)
Depreciation and amortization	(13.6		)	(10.4		)
Interest expense, net of interest capitalized	(11.9		)	(10.1		)
Interest income	1.0			—
Interest income - related party	48.8			40.6
Provision for income taxes	(1.7		)	(2.0		)
Net (loss)/income	$	(26.2	)	$	4.5

___________________

^(a) Amounts represent non-cash stock-based compensation expense related to stock options and restricted stock.

^(b)  Amounts primarily represent development costs related to the construction and planned casino operations of Horseshoe Baltimore.

^(c)  Amount represents the change in fair value of contingently issuable non-voting membership units associated with the CIE earn-out calculation related to the transactions establishing CGP LLC. The non-voting membership units ultimately will be issued to a subsidiary of Caesars Entertainment.

^(d)  Amounts represent the change in fair value of contingent consideration for CIE acquisitions.

^(e)  Amounts represent the difference between the fair value of consideration paid and the book value, net of deferred financing costs, of debt retired through debt extinguishment transactions, which are capital structure-related, rather than operational-type costs.

^(f)  Amounts represent other add-backs and deductions to arrive at EBITDA and Adjusted EBITDA but not separately identified, such as lobbying expenses.

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

	Quarter Ended March 31, 2014
(In millions)	Interactive Entertainment			Casino  Properties and  Developments			Other			Total
Income/(loss) from operations	$	4.5		$	10.8		$	(77.1	)	$	(61.8	)
Depreciation and amortization	6.1			7.5			—			13.6
Loss on extinguishment of debt	—			(0.6		)	—			(0.6		)
Segment EBITDA	10.6			17.7			(77.1		)	(48.8		)
Depreciation and amortization	(6.1		)	(7.5		)	—			(13.6		)
Interest expense, net of interest capitalized	(0.7		)	(11.2		)	—			(11.9		)
Interest income	—			—			1.0			1.0
Interest income-related party	—			—			48.8			48.8
Provision for income taxes	(1.7		)	—			—			(1.7		)
Net income/(loss)	$	2.1		$	(1.0	)	$	(27.3	)	$	(26.2	)

38

	Quarter Ended March 31, 2013
(In millions)	Interactive Entertainment			Casino Properties and Developments			Other			Total
(Loss)/income from operations	$	(37.9	)	$	13.7		$	—		$	(24.2	)
Depreciation and amortization	3.9			6.5			—			10.4
Other income/(expense), net	0.1			0.1			—			0.2
Segment EBITDA	(33.9		)	20.3			—			(13.6		)
Depreciation and amortization	(3.9		)	(6.5		)	—			(10.4		)
Interest expense, net of interest capitalized	(0.6		)	(9.5		)	—			(10.1		)
Interest income-related party	—			—			40.6			40.6
Benefit from/(provision for) income taxes	14.0			(1.8		)	(14.2		)	(2.0		)
Net (loss)/income	$	(24.4	)	$	2.5		$	26.4		$	4.5

Liquidity and Capital Resources

Capital Spending

CGP LLC incurs capital expenditures in the normal course of business, performs ongoing refurbishment and maintenance at Planet Hollywood, and performs ongoing maintenance and enhancements to its social and mobile games to maintain their quality standards. Cash used for capital expenditures in the normal course of business is typically made available from cash flows generated by operating activities. CGP LLC may also pursue acquisition opportunities for additional businesses or social or mobile games that meet its strategic and return on investment criteria.

CGP LLC's planned development projects, if they go forward, will require significant capital commitments and, if completed, may result in significant additional revenues. The commitment of capital, the timing of completion, and the commencement of operations of development projects are contingent upon, among other things, negotiation of final agreements and receipt of requisite approvals from the applicable political and regulatory bodies. Excluding amounts spent for the purchases of businesses, CGP LLC's cash used for capital spending for the three months ended March 31, 2014 was $29.6 million. Predecessor Growth Partners' capital spending for the three months ended March 31, 2013 totaled $12.6 million. The majority of the 2014 and 2013 capital spending relates to Horseshoe Baltimore.

CGP LLC’s near term capital requirements for Horseshoe Baltimore are expected to be funded by the Baltimore Credit Facility, as further discussed in the Capital Resources section below.

Liquidity

CGP LLC's primary sources of liquidity include currently available cash and cash equivalents, cash flows generated from its operations, interest income generated from its investments in the CEOC Notes, and borrowings under CIE’s credit facility with Caesars Entertainment. CGP LLC's cash and cash equivalents totaled $972.6 million and $976.9 million at March 31, 2014 and December 31, 2013, respectively. Payments of short-term debt obligations and other commitments are expected to be made from operating cash flows. Long-term obligations are expected to be paid through operating cash flows, refinancing of existing debt or the issuance of new debt, or, if necessary, additional investments from its equity holders. CGP LLC's operating cash inflows are used for operating expenses, debt service costs, working capital needs and capital expenditures in the normal course of business.

CGP LLC’s restricted cash totaled $226.4 million and $260.4 million at March 31, 2014 and December 31, 2013, respectively. Restricted cash and cash equivalents include amounts restricted under the terms of the Baltimore Credit Facility and Planet Hollywood debt agreement. The Planet Hollywood debt agreement requires that CGP LLC maintain certain reserves for payment of property taxes, insurance, interest and ongoing furniture, fixtures and equipment purchases, or property development. The classification between current and long-term is dependent upon the intended use of each particular reserve.

At March 31, 2014 and December 31, 2013, Caesars Interactive had cash balances in its subsidiary located in Israel of $20.7 million and $24.4 million, respectively. Additionally, the subsidiary had $15.0 million in short-term investments at December 31, 2013 and no short-term investments at March 31, 2014. CIE may use the cash in the Playtika subsidiary to repay debt payable to related parties, fund operations at Playtika, pursue international acquisitions or repatriate the cash to CGP LLC.

As of both March 31, 2014 and December 31, 2013, CIE had $39.8 million of book value of indebtedness outstanding and payable to Caesars Entertainment, and Planet Hollywood had $459.4 million and $462.5 million, respectively, of book value of indebtedness outstanding and payable to third-party lenders. In addition, at March 31, 2014 and December 31, 2013, the Maryland Joint Venture had $218.2 million and $217.7 million, respectively, of book value of indebtedness outstanding and

39

payable to third-party lenders. Cash paid for interest for the first quarter of 2014 and 2013 was $14.3 million and $4.9 million, respectively.

CGP LLC believes that its cash and cash equivalents balance and its cash flows from operations will be sufficient to meet its normal operating and debt service requirements during the next 12 months and the foreseeable future and to fund capital expenditures expected to be incurred in the normal course of business.

See "Other Items, Subsequent Events for CGP LLC" for information regarding subsequent transactions related to CGP LLC's liquidity.

Capital Resources

Caesars Interactive has entered into an unsecured credit facility with Caesars Entertainment (the "Credit Facility") whereby Caesars Entertainment provided to Caesars Interactive unsecured intercompany loans as requested by CIE and approved by Caesars Entertainment on an individual transaction basis. No principal payments are required on the unsecured intercompany loans until their maturity date of November 29, 2016. The unsecured intercompany loans bear interest on the unpaid principal amounts at a rate per annum equal to London Inter-Bank Offered Rate ("LIBOR") plus 5%. This credit facility does not have any restrictive or affirmative covenants.

In March 2012, Rock Gaming LLC ("Rock") and CIE entered into an agreement pursuant to which Rock purchased approximately 6,155 shares of CIE common stock for $30.4 million in cash and agreed to purchase additional shares of CIE common stock on or before July 2, 2012. CIE used the proceeds from this sale to prepay a portion of the then outstanding balance on the credit facility.

In June 2012, CIE and Rock modified the agreement with Rock such that CIE issued to Rock approximately 382 shares of CIE common stock and a promissory note for $28.5 million in exchange for $30.4 million in cash. The promissory note is convertible into approximately 5,773 shares of CIE common stock. In November 2012, CIE issued to Rock an additional promissory note for $19.2 million in exchange for $19.2 million in cash. The additional promissory note is convertible into approximately 3,140 shares of CIE common stock. The ability to convert the promissory notes into shares is subject to the satisfaction of certain specified criteria. Both promissory notes automatically convert into shares of CIE common stock in June 2014, unless both parties agree to amend the notes. As the notes are expected to be converted into equity, both promissory notes are classified as long-term in CGP LLC's Consolidated Condensed Balance Sheet at March 31, 2014 and December 31, 2013.

In connection with the acquisition of Planet Hollywood by Caesars Entertainment in 2010 and the assumption of debt, PHW Las Vegas, LLC entered into the Amended and Restated Loan Agreement (the "Planet Hollywood Loan Agreement") with Wells Fargo Bank, N.A., as trustee for The Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2007-TFL2. On October 26, 2011, Caesars exercised its option to extend the Planet Hollywood senior secured loan to 2013. On December 5, 2013 the loan maturity was again extended to April 2015. No additional options exist to extend the maturity of the loan.

The book values of outstanding debt under the Planet Hollywood Loan Agreement were $459.4 million and $462.5 million at March 31, 2014 and December 31, 2013, respectively, and bear interest on the unpaid principal balance at a rate per annum equal to LIBOR plus 2.859%.

CBAC Borrower, a joint venture among CBIC, Rock Gaming Mothership LLC, CVPR Gaming Holdings, LLC, STRON-MD Limited Partnership and PRT Two, LLC, entered into the Baltimore Credit Facility to finance the acquisition of land in Baltimore, Maryland and the construction of the Horseshoe Baltimore and a parking garage (collectively, the "Baltimore Development"). The Baltimore Credit Facility provides for (i) a $300.0 million senior secured term facility with a seven-year maturity, which is comprised of a $225.0 million facility that was funded upon the closing of the Baltimore Credit Facility, a $37.5 million delayed draw facility available from the closing of the Baltimore Credit Facility until July 2014 and a $37.5 million delayed draw facility available until January 2015 and (ii) a $10.0 million senior secured revolving facility with a five-year maturity. The Baltimore Credit Facility is secured by substantially all material assets of CBAC and its wholly-owned domestic subsidiaries. In connection with the foregoing, CBIC and the other joint venture partners each provided, on a several and not joint basis, a completion guarantee with respect to the Baltimore Development, which guarantees completion of the construction of the Baltimore Development, availability of contemplated working capital and the discharge, bonding or insuring over of certain liens in connection with the Baltimore Development. The maximum liability of CBIC under its completion guarantee is approximately $9 million.

Concurrently with the closing of the Baltimore Credit Facility, CBAC entered into an equipment financing term loan facility for up to $30.0 million (the "Baltimore FF&E Facility"). Under the Baltimore FF&E Facility, CBAC may use funds from the facility to finance or reimburse the purchase price and certain related costs of furniture, furnishings, and equipment (referred to as "FF&E") to be used in the Baltimore Development. Proceeds of the Baltimore FF&E Facility will also be available to refinance the purchase price of FF&E purchased with other amounts available to CBAC. Draws under the Baltimore FF&E

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Facility may be made after the closing date and prior to January 2015, provided that a final draw of the unused commitment amount will be deposited into an escrow account pledged to the collateral agent for the Baltimore FF&E Facility at the end of the commitment period, and such funds will be available for subsequent financing of FF&E purchases. CBAC is not permitted to reduce the commitments under the FF&E Facility. The Baltimore FF&E Facility will mature in January 2019.

The Baltimore FF&E Facility has covenants and events of default substantially consistent with the Baltimore Credit Facility, and other restrictive covenants customary for FF&E facilities of this type.

Contingently issuable non-voting membership units

Pursuant to the terms of the CGP Operating Agreement, CGP LLC is obligated to issue additional non-voting membership units to Caesars Entertainment to the extent that the earnings from CIE's social and mobile games business exceeds a specified threshold amount in 2015. The number of units to be issued is capped at a value of $225 million divided by the value of the non-voting units on October 21, 2013. Therefore, on October 21, 2013, CGP LLC recorded a liability of $167.8 million representing the estimated fair value of additional non-voting membership units contingently issuable to Caesars Entertainment in 2016. The contingently issuable non-voting membership units' estimated fair value is based upon a multiple of EBITDA for the calendar year 2015 in excess of a specified minimum threshold and includes a maximum payout threshold. The estimated fair value of the contingently issuable non-voting membership units at March 31, 2014 and December 31, 2013 was $382.6 million and $306.5 million, respectively. The change in fair value of $76.1 million is reported within the CGP LLC Consolidated Condensed Statement of Operations.

Other Obligations and Commitments

As of March 31, 2014, there have been no material changes outside of the ordinary course of business to our contractual obligations, which are set forth in the table included in Item 7 in our annual report on Form 10-K for the year ended December 31, 2013.

Off- Balance Sheet Arrangements

CGP LLC did not have any off-balance sheet arrangements at March 31, 2014 or December 31, 2013.

Other Items

CIE share repurchase

During the first quarter of 2014, 2,394 shares of CIE stock were issued pursuant to the exercise of stock options, and those shares were subsequently repurchased by CIE. The transaction resulted in a $3.9 million decrease in equity, which is the net difference between the gross repurchase amount of $19.1 million and the aggregate of $3.8 million in exercise proceeds and $11.4 million related to the fair value of liability-based awards reclassified to equity upon exercise. Net cash outflow for the share repurchase was $15.3 million.

Subsequent Events for CGP LLC

Asset Purchase Transaction Agreement

On March 1, 2014, CAC entered into a Transaction Agreement (the "Agreement") by and among, Caesars Entertainment, CEOC, Caesars License Company, LLC ("CLC"), Harrah’s New Orleans Management Company ("HNOMC"), Corner Investment Company, LLC ("CIC"), 3535 LV Corp. ("3535 LV"), Parball Corporation ("Parball"), JCC Holding Company II, LLC ("JCC Holding"), CAC and CGP LLC. The Agreement was fully negotiated by and between a Special Committee of CEC’s Board of Directors (the "CEC Special Committee") and a Special Committee of CAC’s Board of Directors (the "CAC Special Committee"), each comprised solely of independent directors, and was recommended by both committees and approved by the Boards of Directors of CEC and CAC. The CEC Special Committee, the CAC Special Committee and the Boards of Directors of CEC and CAC each received fairness opinions from firms with experience in valuation matters, which stated that, based upon and subject to (and in reliance on) the assumptions made, matters considered and limits of such review, in each case as set forth in the opinions, the Purchase Price (as defined below) was fair from a financial point of view to CEC and CGP LLC, respectively.

Pursuant to the terms of the Agreement, CGP LLC (or one or more of its designated direct or indirect subsidiaries) agreed to acquire from CEOC or one or more of its affiliates, (i) The Cromwell (f/k/a Bill’s Gamblin’ Hall & Saloon), The Quad, Bally’s Las Vegas and Harrah’s New Orleans (each a "Property" and collectively, the "Properties"), (ii) 50% of the ongoing management fees and any termination fees payable under the Property Management Agreements to be entered between a Property Manager (as defined below) and the owners of each of the Properties (the "Property Management Agreements"); and (iii) certain intellectual property that is specific to each of the Properties (together with the transactions described in (i) and (ii) above, the "Asset Purchase Transaction") for an aggregate purchase price of $2.0 billion (the "Purchase Price"), less

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outstanding debt to be assumed in the Asset Purchase Transaction, and also subject to various pre-closing and post-closing adjustments in accordance with the terms of the Agreement.

On May 5, 2014, CAC and CGP LLC entered into that certain First Amendment to Transaction Agreement (the “Amendment”) by and among Caesars Entertainment Corporation, CEOC, CLC, HNOMC, CIC, 3535 LV, Parball and JCC Holding pursuant to which the parties to such agreement amended the Agreement (the Agreement, as so amended by the Amendment, the “Amended Agreement”).

On May 5, 2014, pursuant to the Amended Agreement, CGP LLC acquired the Las Vegas properties The Cromwell, The Quad, and Bally's Las Vegas (together, the "Acquired Properties") and CGP LLC will acquire the Louisiana property, Harrah's New Orleans, after the required regulatory approval.

Pursuant to the terms of the Amended Agreement, the parties have agreed to use reasonable best efforts to establish a new services joint venture (the "Services JV") which will be jointly owned by CEOC, CERP, and Caesars Growth Properties Holdings, LLC ("CGPH"), a wholly-owned subsidiary of CGP LLC and certain of their respective subsidiaries. The purpose of the Services JV includes the common management of the enterprise-wide intellectual property, which will be licensed by the Services JV to, among other parties, each of the Property Owners, and shared services operations across the portfolio of CEOC, CERP and CGP LLC properties.

The foregoing description of the Agreement and the Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement and the Amendment which were filed with the Securities and Exchange Commission ("SEC") on March 3, 2014 as an Exhibit to Form 8‑K and on May 6, 2014 as an Exhibit to Form 8-K, respectively.

Caesars Growth Properties Term Facility

                The purchase price of CGP LLC’s acquisition of The Cromwell, The Quad Resort & Casino, Bally’s Las Vegas, 50% of the ongoing management fees and any termination fees payable for each of these properties, and certain intellectual property that is specific to each of these properties (collectively referred to as the “First Closing”) was funded by CGP LLC with cash on hand and the proceeds of $700.0 million of term loans (the “First Closing Term Loan”). Caesars Growth Properties Holdings, LLC (“CGPH”) closed on the First Closing Term Loan on May 5, 2014. The First Closing Term Loan matures on May 5, 2015; provided that CGPH has the option to extend, for a fee equal to 1.00% of the aggregate principal amount of the First Closing Term Loan outstanding on the initial maturity date, for one additional year. The First Closing Term Loan requires scheduled quarterly payments in amounts equal to 0.25% of the original aggregate principal amount of the First Closing Term Loan, with the balance due at maturity. In addition, the First Closing Term Loan is expected to be repaid in full upon the acquisition by CGP LLC of the Harrah’s New Orleans Hotel and Casino, the contribution of the Planet Hollywood Resort and Casino and the release of certain indebtedness required to fund such acquisition from escrow. The Credit Agreement allows CGPH to request one or more incremental term loan and revolving credit facilities in an aggregate amount of up $150.0 million, subject to certain conditions and receipt of commitments by existing or additional financial institutions or institutional lenders.

Caesars Growth Properties Indenture

CGPH and Caesars Growth Properties Finance, Inc. (together, the “Issuers”), issued $675.0 million aggregate principal amount of their 9.375% second-priority senior secured notes due 2022 (the “2022 Notes”) pursuant to an indenture dated as of April 17, 2014, among the Issuers and U.S. Bank National Association, as trustee (the “Indenture”). The Issuers deposited the gross proceeds of the offering of the 2022 Notes, together with additional amounts necessary to redeem the 2022 Notes, if applicable, into a segregated escrow account until the date that certain escrow conditions are satisfied (the “Escrow Release Date”). The Indenture provides that, among other things, prior to the Escrow Release Date, the Issuers will not own, hold or otherwise have any interest in any assets other than the escrow account and cash or cash equivalents (the “Pre-Escrow Release Covenant”). In connection with the First Closing, the Issuers are currently not in compliance with the Pre-Escrow Release Covenant. The Issuers intend to be in compliance with the Indenture prior to such default becoming an event of default under the Indenture by either consummating the Second Closing (acquisition of Harrah’s New Orleans (the “Louisiana Property”), 50% of the ongoing management fees and any termination fees payable for the Louisiana Property, and certain intellectual property that is specific to the Louisiana Property) and releasing the gross proceeds of the notes from escrow or, following receipt of gaming and other required governmental approvals, transferring the assets related to the First Closing to another entity. There can be no assurances, however, that the Issuers will be successful in consummating the Second Closing or transferring such assets, and curing such default.

Caesars Growth Properties Term Loan

On May 8, 2014, Caesars Growth Properties Holdings, LLC (the “Borrower”) closed on the $1.175 billion of term loans (the “Term Loan”) pursuant to a First Lien Credit Agreement among Caesars Growth Properties Parent, LLC (“Parent”), the Borrower, the lenders party thereto, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (the

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“Administrative Agent”), and Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., UBS Securities LLC, J.P Morgan Securities LLC, Morgan Stanley & Co. LLC, Macquarie Capital (USA) Inc. and Nomura Securities International, Inc., as Co-Lead Arrangers and Bookrunners (the “Credit Agreement”). The Credit Agreement also provides for a $150.0 million revolving credit agreement (the “Revolving Credit Facility”), which was undrawn at the closing of the Term Loan. The Borrower is a subsidiary of CGP LLC, which is a joint venture between Caesars Acquisition Company and Caesars Entertainment Corporation.

Pursuant to an escrow agreement, dated as of May 8, 2014, among U.S. Bank National Association, as escrow agent and securities intermediary, the Administrative Agent and the Borrower, the Borrower deposited the gross proceeds of the Term Loan, together with additional amounts necessary to repay the Term Loan, if applicable, into a segregated escrow account until the date that certain escrow conditions are satisfied.

Full details of this transaction, including additional information on the terms of the Term Loan and Revolving Credit Facility, and the conditions upon which the funds can be released from escrow, can be obtained from the Form 8-K filed with the SEC on May 9, 2014.

CAUTIONARY STATEMENT PURSUANT TO THE PRIVATE

SECURITIES LITIGATION REFORM ACT OF 1995

This Form 10-Q contains or may contain "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as "may," "will," "project," "might," "expect," "believe," "anticipate," "intend," "could," "would," "estimate," "continue," or "pursue," or the negative of these words or other words or expressions of similar meaning may identify forward-looking statements and are found at various places throughout this Form 10-Q. These forward-looking statements, including, without limitation, those relating to (i) the purchase of the Properties and (ii) future actions, new projects, strategies, future performance, the outcome of contingencies such as legal proceedings, and future financial results, wherever they occur in this Form 10-Q, are based on our current expectations about future events and are necessarily estimates reflecting the best judgment of CAC’s management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements.

Investors are cautioned that forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of CAC may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the following factors, as well as other factors described from time to time in the Company’s reports filed with the Securities and Exchange Commission (including the sections entitled "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" contained therein):

• the ability to satisfy the conditions to the closing with respect to the Contemplated Transaction, including receipt of required regulatory approvals;

• the purchase of Harrah’s New Orleans may not be consummated on the terms contemplated or at all;

• the ability to timely and cost-effectively integrate companies that CGP LLC acquires into its operations, including the Acquired Properties;

• construction factors, including delays, increased costs of labor and materials, availability of labor and materials, zoning issues, environmental restrictions, soil and water conditions, weather and other hazards, site access matters, and building permit issues, including construction of The Cromwell and the renovation of The Quad;

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

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

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

• the adverse effects if Caesars Entertainment or any of its subsidiaries were to file for bankruptcy;

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

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

• the adverse effects on CAC’s ability to comply with certain obligations imposed by federal securities law and certain debt arrangements if it is determined that Deloitte & Touche LLP ("Deloitte") was not independent of Caesars Entertainment or CGP LLC;

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

• CGP LLC's business model and short operating history;

• CGP LLC's ability to realize the anticipated benefits of current or potential future acquisitions, including the transactions as described in Item 1 - Business of our Annual Report on Form 10-K for the year ended December 31, 2013, and the ability to timely and cost-effectively integrate assets, including the properties recently acquired as well as those yet to be acquired in connection with the Contemplated Transaction, and companies that CGP LLC acquires into its operations;

• the additional capital that CGP LLC may require to complete the consummation of the Contemplated Transaction and support business growth may not be available on acceptable terms;

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

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

• the sensitivity of CAC’s business to reductions in discretionary consumer spending;

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

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

• 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 and operating and market competition, particularly the intense competition Planet Hollywood faces from other hotel casino resorts in Las Vegas and Horseshoe Baltimore will face from other regional casinos and resorts;

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

• CIE's ability to launch new games on new and emerging platforms;

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

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

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

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

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

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

• construction factors, including delays, increased costs of labor and materials, availability of labor and materials, zoning issues, environmental restrictions, soil and water conditions, weather and other hazards, site access matters and building permit issues; and

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

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Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. CAC disclaims any obligation to update the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated or, if no date is stated, as of the date of this Form 10-Q.

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Item 3. Quantitative and Qualitative Disclosure About Market Risk

CAESARS ACQUISITION COMPANY

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, currency exchange rates and commodity prices. As CAC will only hold an investment in CGP LLC accounted for using the HLBV form of the equity method of accounting, we do not believe that CAC has significant market risk exposure.

CAC does not purchase or hold any derivative financial instruments for hedging or trading purposes.

CAESARS GROWTH PARTNERS, LLC

CGP LLC's primary exposure to market risk is related to interest rate risk associated with its investments. CGP LLC's investment in debt securities which are classified as available for sale and reported at fair value includes investments in notes issued by a subsidiary of Caesars Entertainment. As these investments are not diversified across industries or companies, CGP LLC is subject to a significant concentration of credit risk.

Planet Hollywood has an interest rate cap agreement for a notional amount of $501.4 million at a LIBOR cap rate of 7.0%, which matures on April 9, 2015. Caesars Interactive has an unsecured credit facility with Caesars Entertainment with an outstanding balance of $39.8 million at a rate of LIBOR plus 5%, which matures on November 29, 2016. Assuming a constant outstanding balance for our variable rate debt with both third parties and with related parties, a hypothetical 1% increase in interest rates would increase interest expense for the next twelve months by $5.2 million. At March 31, 2014, the weighted average USD LIBOR rate on our variable rate debt was 0.18%. A hypothetical reduction of this rate to 0% would decrease interest expense for the next twelve months by $0.8 million.

CGP LLC does not purchase or hold any derivative financial instruments for trading purposes.

CGP LLC generates a significant portion of its social and mobile games revenue outside the United States. Foreign currency transaction gains and losses were not material to CGP LLC's or Predecessor Growth Partners' results of operations for the first quarter of 2014 and 2013. For the first quarter of 2014 and 2013, $0.1 million of loss and $0.1 million of gain, respectively, was recognized in foreign currency transactions associated with social and mobile games revenues generated in currencies other than U.S. dollars. CGP LLC’s exposure to this foreign currency exchange risk is minimized by the relatively short payment cycles, which is typically every two weeks for payments from Facebook and monthly for payments from Apple.

CGP LLC’s other foreign currency risk primarily relates to the operating expenses of CIE's offices in Montreal, Tel Aviv, Belarus, the Ukraine, and the UK. In addition, CGP LLC has currency risk associated with certain license agreements denominated in currencies other than U.S. dollars. In the aggregate, expenses related to operating non-U.S. offices and revenues earned under all non-U.S. dollar denominated agreements were not material to CGP LLC and Predecessor Growth Partners' results for the periods presented.

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Item 4. Controls and Procedures

Our principal executive officer and principal financial officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act")), as of March 31, 2014, including controls and procedures to timely alert management to material information relating to the Company required to be included in our periodic SEC filings. Based on such evaluation, they have concluded that, as of such date, our disclosure controls and procedures were effective.

There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

There have been no material changes in our legal proceedings from those described in "Legal Proceedings" disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013 except as described below.

Letter from CEOC Second Lien Noteholders

On March 21, 2014, CAC, CGP LLC, Caesars Entertainment, Caesars Entertainment Operating Company, Inc.("CEOC") and Caesars Entertainment Resort Properties, LLC ("CERP") received a letter (the "Second Lien Holders’ Letter") from a law firm acting on behalf of unnamed clients who claim to hold Second-Priority Secured Notes of CEOC, alleging, among other things, that CEOC is insolvent and that CEOC’s owners improperly transferred or seek to transfer valuable assets of CEOC to affiliated entities in connection with: (a) the transaction agreement dated October 21, 2013 by and among Caesars Entertainment, certain subsidiaries of Caesars Entertainment and CEOC, CAC and CGP LLC, which, among other things, provide for the asset transfers from subsidiaries of CEOC to CGP LLC of the Planet Hollywood Resort & Casino and interests in Horseshoe Baltimore that was consummated in 2013 (the "2013 CGP Transaction"); (b) the transfer by CEOC to CERP of Octavius Tower and the Linq that was consummated in 2013; (c) the transfers by CEOC to CGP LLC of The Cromwell, The Quad, and Bally’s Las Vegas (together, the "Acquired Properties Transaction"); and (d) the contemplated transfer of Harrah’s New Orleans (the "Contemplated Transaction"). The Second Lien Holders’ Letter does not identify the holders or specify the amount of Second-Priority Secured Notes or other securities that they may hold. The Second Lien Holders’ Letter includes allegations that these transactions constitute or will constitute voidable fraudulent transfers and represent breaches of alleged fiduciary duties owed to CEOC creditors and that certain disclosures concerning the transactions were inadequate. The Second Lien Holders’ Letter demands, among other things, that the transactions be rescinded or terminated, as would be applicable.

CAC, CGP LLC, Caesars Entertainment, CEOC and CERP strongly believe there is no merit to the Second Lien Holders’ Letter’s allegations and will defend itself vigorously and seek appropriate relief should any action be brought. If a court were to order rescission of the 2013 CGP Transaction, the Acquired Properties Transaction or enjoin consummation of the Contemplated Transaction, CGP LLC and Caesars Entertainment may have to return the properties and/or the assets transferred to CGP LLC in the 2013 CGP Transaction and the Acquired Properties Transaction, or their value, to Caesars Entertainment or CEOC, be forced to pay additional amounts therefor, or to take other actions ordered by the court. In addition, if the Contemplated Transaction were consummated and a court were to find that the transfer was improper, that could trigger a default under the CEOC’s Senior Secured Credit Facilities and the Notes and a court could fashion a number of remedies, including declaring that the liens on the returned assets securing the CEOC’s Senior Secured Credit Facilities and the Notes are not valid or enforceable, or that they may be equitably subordinated or otherwise impaired. These consequences could have a material adverse effect on CGP LLC’s and the Company’s business, financial condition, results of operations and prospects and on the ability of lenders and noteholders to recover on claims under the Senior Secured Credit Facilities and the Notes. See Item 1A.Risk Factors—Risks Related to Caesars Growth Partners, LLC's Business—We are or may become involved in legal proceedings that, if adversely adjudicated or settled, could impact our financial condition.

Letter from Holders of CEOC First Lien Debt

On April 3, 2014, a letter was sent to the boards of directors of Caesars Entertainment and CEOC (the "First Lien Holders’ Letter") by a law firm claiming to act on behalf of unnamed parties who assert that they are lenders under CEOC’s credit agreement and/or holders of CEOC’s first-priority senior secured notes (collectively, the "First Lien Group"), alleging, among other things, that Caesars Entertainment and CEOC improperly transferred or seek to transfer assets of Caesars Entertainment and CEOC to affiliated entities in connection with: (a) the transaction agreement dated October 21, 2013 by and among Caesars Entertainment, certain subsidiaries of Caesars Entertainment and CEOC, CAC and CGP LLC, which, among other things, provides for the contributions by Caesars Entertainment and its subsidiaries to CGP LLC of Caesars Interactive Entertainment, Inc. ("CIE" or "Caesars Interactive") and $1.1 billion face amount of CEOC’s unsecured notes in exchange for non-voting interests of CGP LLC, and the asset transfers from subsidiaries of CEOC to CGP LLC of the Planet Hollywood Resort & Casino and interests in Horseshoe Baltimore that was consummated in 2013; (b) the transfer by CEOC to CERP of Octavius Tower and Project Linq that was consummated in 2013; (c) Acquired Properties Transaction consummated in 2014; and (d) the Contemplated Transaction and formation of Services JV among CEOC, CERP and the Company to provide certain centralized services, including but not limited to common management of enterprise-wide intellectual property (the "Contested Transactions"). The First Lien Holders’ Letter asserts that the consideration received by Caesars Entertainment and CEOC in the Contested Transactions is inadequate, that Caesars Entertainment and CEOC were insolvent when the transactions were approved, that the Contested Transactions represented breaches of alleged fiduciary duties, that certain disclosures concerning the Contested Transactions were inadequate, and concerns about governance of CEOC. The First Lien Holders’ Letter claims that the First Lien Group consists of holders of a total of more than $1.85 billion of CEOC’s first lien debt and that holders of an additional $880.0 million of CEOC’s first lien debt endorse and support the First Lien Holders’ Letter but are not part of the

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group. The First Lien Holders’ Letter demands, among other things, rescission or termination of the Contested Transactions and requests a meeting with representatives of Caesars Entertainment and other parties to discuss these matters.

Caesars Entertainment and CEOC strongly believe there is no merit to the First Lien Holders’ Letter’s allegations and will defend themselves vigorously and seek appropriate relief should any action be brought. If a court were to order rescission or termination of the Contested Transactions, CGP LLC and its subsidiaries may have to return the assets transferred to CGP LLC in the Contested Transactions or their value to Caesars Entertainment or CEOC, be forced to pay additional amounts therefor, or to take other actions ordered by the court. In addition, if the Contemplated Transaction were consummated and a court were to find that the transfer was improper, that could trigger a default under the debt that CGP LLC is raising to finance such transfers and a court could fashion a number of remedies, including declaring that the liens on the returned assets securing such financing are not valid or enforceable, or that they may be equitably subordinated or otherwise impaired. Furthermore, a court could enjoin the consummation or order rescission of the Services JV transaction. These consequences could have a material adverse effect on CGP LLC’s business, financial condition, results of operations and prospects. See Item 1A.Risk Factors—Risks Related to Caesars Growth Partners, LLC's Business—We are or may become involved in legal proceedings that, if adversely adjudicated or settled, could impact our financial condition.

Item 1A.Risk Factors

Risks Related to CGP LLC's Continued Dependence on Caesars Entertainment

The implementation of a new services joint venture is subject to regulatory and other approvals, which may be delayed or which may not be received.

In connection with the Amended Agreement described within Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations, Other Items of this Form 10-Q, we recently announced the expected formation of a new services joint venture, Services JV, the purpose of which includes the common management of intellectual property owned by CEOC. CEOC and CERP, each a wholly-owned subsidiary of Caesars Entertainment, and a subsidiary of CGP LLC will be members in Services JV, and, upon the implementation of Services JV, subsidiaries of CGP LLC are expected to rely on Services JV to provide them with intellectual property licenses and property management services, among other services. We and CGP LLC will not control Services JV, and in the event that our interests do not align with those of CEOC or CERP, the interests of CEOC or CERP may be met before ours. The implementation of Services JV’s contemplated activities is subject to regulatory and other approvals, which may be delayed or which we may not receive.

The Property Management Agreements may also be assigned to Services JV subsequent to its implementation, and Services JV will thereafter perform the obligations of the Property Managers at each respective property. Before Services JV can be implemented and commence these activities, however, the formation of Services JV, entry by all parties into the Cross-License Agreement and the assignment of the Property Management Agreements must receive regulatory approvals. We cannot be sure when, or if, we will receive such approvals. In addition, while a term sheet has been agreed to that sets forth the purpose and the general scope of the agreements Services JV will enter into upon its implementation, the CEC Special Committee and CAC Special Committee must each approve the terms of the operating agreement that will govern Services JV as well as the terms of the Cross-License Agreement and assignment of the Property Management Agreements. Such approvals may delay the implementation of Services JV and its activities.

In the event that such approvals are significantly delayed or if we do not receive them, or if Services JV or the activities described above are delayed or are not implemented for any other reason, we will continue to rely on CEOC and its subsidiaries to provide us with licenses to necessary intellectual property, property management services and other various services. Services JV will be a joint venture in which a subsidiary of CGP LLC will have a minority interest but not control. Unlike Services JV, which is a joint venture in which a subsidiary of CGP LLC will have an ownership interest along with CEOC and CERP, we do not exercise any control over CEOC and cannot guarantee that it will protect our interests in continuing to provide these services. In addition, if CEOC or its subsidiaries were to become debtors operating under the protection of the Bankruptcy Code, they could exercise certain rights that would adversely affect our contractual rights and obligations related to the intellectual property licenses or property management services.

We do not control Services JV, and the interests of our co-investors may not align with our interests.

CEOC, CERP and a subsidiary of CGP LLC will be members of Services JV, and, upon the implementation of Services JV, each of us and our subsidiaries will rely on Services JV to provide us with intellectual property licenses and property management services, among other services. We expect that a subsidiary of CGP LLC, CEOC and CERP are each required to contribute as necessary to fund Services JV’s operating costs and capital requirements in accordance with the terms of the operating agreement that will govern Services JV. We expect that the members of Services JV will be required to fund its capital expenditures on an annual basis. The amount we will be required to fund initially is subject to the review and approval of the CAC Special Committee and CEC Special Committee and in future years the amount, which may be greater, will be subject to

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the review and approval of the Services JV steering committee. A subsidiary of CGP LLC, CEOC and CERP also control Services JV through its steering committee, which will be comprised of one representative from each of us, CEOC and CERP. In the event that our interests do not align with those of CEOC or CERP, the interests of CEOC or CERP may be met before ours. In addition, certain decisions by Services JV may not be made without unanimous consent of the members, including our consent. These actions include any decision with respect to liquidation or dissolution of Services JV, merger, consolidation or sale of all or substantially all the assets of Services JV, usage of Services JV assets in a manner inconsistent with the purposes of Services JV, material amendment to Services JV’s operating agreement, admission of new investors to Services JV and filing of any bankruptcy or similar action by Services JV. Thus, any member of Services JV may block certain actions by Services JV that are in our interest.

CGP LLC is dependent on the expertise of Caesars Entertainment's senior management, who may not be directly invested in CGP LLC's success, which may have an adverse effect on CGP LLC and/or CAC’s business, financial condition and operating results.

CGP LLC relies a great deal on the expertise and guidance of Caesars Entertainment's senior management who do not receive direct compensation from CGP LLC. As a result, Caesars Entertainment's senior management may devote substantially less time to the business and operations of CGP LLC than were they to be employed by CGP LLC. Senior management that is not invested in the success of CGP LLC's business may have an adverse effect on CGP LLC and/or CAC’s business, financial condition and operating results.

Loss of the services of any key personnel from Caesars Entertainment could have a material adverse effect on the business of CGP LLC.

The leadership of Caesars Entertainment's chief executive officer, Mr. Gary Loveman, and other executive officers, has been a critical element of Caesars Entertainment's success. The advisory and management services provided to CGP LLC depend on these key executive officers. The death or disability of Mr. Loveman or other extended or permanent loss of his services, or any negative market or industry perception with respect to him or arising from his loss, could have a material adverse effect on CGP LLC's business. Caesars Entertainment's other executive officers and other members of senior management have substantial experience and expertise in the casino and online entertainment business. The unexpected loss of services of one or more of these individuals could also adversely affect CGP LLC. CGP LLC is not protected by key man insurance or similar life insurance covering members of Caesars Entertainment's senior management, nor does CGP LLC have employment agreements with any of Caesars Entertainments executive officers.

A default by Caesars Entertainment on certain of its debt obligations could adversely affect CGP LLC's business, financial condition and operating results.

Caesars Entertainment is a highly leveraged company and has pledged a significant portion of its assets and the assets of its subsidiaries as collateral under certain of its debt obligations, including the trademarks for which CIE has licensed the right to use, including "Caesars", "Total Rewards" and "Harrah's". The stock of CEOC is also pledged to secure these debt obligations. If Caesars Entertainment or its subsidiaries were to default on these obligations, its lenders could exercise significant influence over CGP LLC's business. CGP LLC is dependent on a number of services from Caesars Entertainment, CEOC, and other subsidiaries of Caesars Entertainment, pursuant to the CGP Management Services Agreement and CIE's Shared Services Agreement. If Caesars Entertainment and/or its subsidiaries file for bankruptcy protection under the U.S. bankruptcy code, their filing may materially and adversely affect CGP LLC’s assets and operations. For example, in the event of a default by Caesars Entertainment, its lenders or their successors may elect to reject the CGP Management Services Agreement as an executory contract in a bankruptcy proceeding. Furthermore, in the event of such a default, Caesars Entertainment's lenders also may seek to reject CIE's cross marketing and trademark license agreement with Caesars Entertainment in connection with a bankruptcy proceeding and, as a result, CIE would no longer have licenses to use certain trademarks owned by Caesars Entertainment or its subsidiaries. The result of this influence and any related disruption in CGP LLC's business could have a material adverse effect on CGP LLC's business, financial condition and operating results.

The value of the CEOC Notes held by CGP LLC would be impaired in the event of a default by Caesars Entertainment on certain of its debt obligations and such impairment could adversely affect the market price of our Class A common stock.

Caesars Entertainment is a highly leveraged company and has significant obligations for interest payments and restrictions due to its indebtedness. If Caesars Entertainment or CEOC is unable to pay the interest when due under their outstanding indebtedness, or otherwise defaults on their debt obligations, the value of the CEOC Notes held by CGP LLC would be impaired. Because the CEOC Notes constitute a significant portion of the value of CGP LLC, an impairment in the value of the CEOC Notes could adversely affect the market price of our Class A common stock.

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CGP LLC has an obligation to give a right of first refusal for any development opportunities to Caesars Entertainment, but Caesars Entertainment has no obligation to give any development opportunities to CGP LLC. Caesars Entertainment may keep all potential development opportunities for itself. CGP LLC would need to rely on a separate party to pursue any opportunities without the approval and assistance of Caesars Entertainment.

CGP LLC is required to first provide any potential development opportunities to Caesars Entertainment to be considered by a committee of the Caesars Entertainment board of directors comprised of disinterested directors. CGP LLC can only proceed with such investment or opportunity to the extent such Caesars Entertainment committee declines the opportunity for itself or CEOC. If the committee provides an opportunity to CGP LLC, we expect that CGP LLC will retain a 50% interest in the management fee to be received by Caesars Entertainment, unless otherwise agreed. However, because each opportunity will be negotiated as a separate transaction, there can be no assurances that CGP LLC and Caesars Entertainment will share equally (or that CGP LLC will share at all) in the management fee. If the committee does not provide the opportunity to CGP LLC, the committee can also decide to keep the opportunity for Caesars Entertainment. No assurances can be provided that the committee will ever provide an opportunity to CGP LLC.

Although certain employees of each of of Apollo Global Management, LLC ("Apollo") and of TPG Global, LLC ("TPG" and, together with Apollo, the "Sponsors") are on the boards of directors of Caesars Entertainment and CAC, the certificates of incorporation of both companies provide that neither the Sponsors nor directors have any obligation to present any corporate opportunity to Caesars Entertainment or CAC. Accordingly, the Sponsors may pursue gaming, entertainment or other activities outside of Caesars Entertainment or CAC and have no obligation to present such opportunity to Caesars Entertainment or CAC; however, if any choose to present such opportunity to Caesars Entertainment or CAC, then such opportunity must follow the rights of first offer.

If the committee declines an opportunity altogether and CGP LLC pursues the opportunity without the support of Caesars Entertainment, CGP LLC will be required to identify and obtain the necessary services from a third-party. No assurances can be provided that CGP LLC will be able to find a third-party to pursue an opportunity without Caesars Entertainment and any services provided may be more expensive than, or of lesser quality than, those that are provided by Caesars Entertainment, and as a result, could have a material adverse impact on the success of the opportunity.

Caesars Entertainment's interests may conflict with CGP LLC’s interests.

The interests of Caesars Entertainment could conflict with CGP LLC's interests. Caesars Entertainment is in a casino and entertainment business similar to CGP LLC and may, from time to time in the future, pursue for itself acquisitions that would be complementary to CGP LLC's business, in which case, and as a result, those acquisition opportunities would not be available to us. Without access to acquisition opportunities, CGP LLC will be limited in growing its business.

The success of CGP LLC's business depends in part on its continued participation in Caesars' Total Rewards loyalty program. If CIE, Planet Hollywood and the Acquired Properties are, and Horseshoe Baltimore and Harrah's New Orleans will be, unable to access the Total Rewards loyalty program database, it could have a material adverse impact on CGP LLC's business.

The success of CGP LLC's business depends in part on its ability to direct targeted marketing efforts to important casino, online-gaming and hospitality customers. The ability of CGP LLC's business to undertake those marketing efforts depends to a significant extent on its continued participation in the Total Rewards loyalty program owned and maintained by Caesars Entertainment and following its implementation, licensed to Services JV. In connection with this program, CIE, the Acquired Properties and Planet Hollywood can, and Horseshoe Baltimore and Harrah's New Orleans will be able to, develop information which allows them to track casino play and award complimentaries and other promotional opportunities to their customers. Complimentaries and other similar rewards are customarily offered by casino and gaming facilities to their customers and are important incentives to those customers. If CIE, Planet Hollywood, Horseshoe Baltimore, the Acquired Properties and, if acquired, Harrah's New Orleans are unable to access the Total Rewards loyalty program database, it could have a material adverse impact on CGP LLC's business. Participation in the Total Rewards loyalty program is one of our competitive strengths and our business and growth strategy are, in part, based on tracked play and targeted marketing efforts.

In the past, the removal of the Total Rewards loyalty program from a casino property has resulted in negative impacts on such property’s financial results. Similarly, if we are unable to access the Total Rewards loyalty program database, we expect our annual revenue would decline, which could have a material adverse impact on our business and results of operations.

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CIE licenses its right to use and sublicense various trademarks and service marks from Caesars Entertainment and certain of its affiliates. Accordingly, if a third-party successfully challenges Caesars Entertainment or its affiliates' ownership of, or right to use, the Caesars-related marks or if CIE is unable to stop unauthorized use of such marks, or if Caesars Entertainment or its affiliates use such marks in a way that negatively impacts the value of such marks, CIE's, and therefore CGP LLC's, business or results of operations could be harmed.

CIE has licensed the right to use certain trademarks and service marks owned or used by various affiliates of Caesars Entertainment, including Caesars World, Inc., Caesars License Company, LLC and CEOC. These licensed trademarks and service marks include, among others, "Caesars," "Harrah’s" and "Total Rewards." CIE's rights to use these trademarks and service marks are among its most valuable assets.

If the existing licensing arrangements were terminated and CIE fails to enter into new arrangements in respect of these marks, CIE could lose its rights to use these marks and the corresponding domain names, which could have a material adverse effect on its business, financial condition and operating results. If a third-party successfully challenges Caesars Entertainment or its affiliates’ ownership of, or right to use, these marks (including, for example, due to Caesars Entertainment or its affiliates’ failure to file for protection of such marks), such a challenge could also have a material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and operating results. Furthermore, if any of the entities from whom CIE licenses the right to use such marks enters into a bankruptcy proceeding, its rights to use some or all of such marks could be terminated, which could also have a material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and operating results.

In addition, these trademarks and service marks are used by Caesars Entertainment and its affiliates around the United States and internationally. Any negative events associated with the use of these marks by Caesars Entertainment or its affiliates may be out of CGP LLC's control, and may negatively impact the "Caesars", "Harrah’s" or "Total Rewards" brands, which could harm CIE's, and therefore CGP LLC's, business and results of operations.

Failure by CEOC and its subsidiaries to protect the trademarks, technology and other intellectual property that we use could have a negative impact on the value of our brand names and adversely affect our business. In addition, CEOC and its subsidiaries may have the right to limit the expansion of scope or usage of our intellectual property.

We currently license from CEOC and its subsidiaries (and will sublicense from Services JV upon the implementation of Services JV and execution of the Cross-License Agreement), intellectual property and technology material to our overall business strategy, and we regard such intellectual property and technology to be an important element of our success. We rely on CEOC and its subsidiaries to seek to establish and maintain proprietary rights in such intellectual property and technology through the use of patents, copyrights, trademarks and trade secret laws. In addition, we rely on CEOC and its subsidiaries to maintain the trade secrets and confidential information licensed to us by nondisclosure policies and through the use of appropriate confidentiality agreements. Despite these efforts to protect the proprietary rights on which we rely, parties may infringe such intellectual property and use licensed information and technology that we regard as proprietary and our rights may be invalidated or unenforceable. Monitoring the unauthorized use of our licensed intellectual property and technology is difficult. Litigation by CEOC and its subsidiaries or Services JV, as applicable, may be necessary to enforce the intellectual property rights and other rights on which we rely or to determine the validity and scope of the proprietary rights of others. Litigation of this type could result in substantial costs and diversion of resources. We cannot assure you that all of the steps that we, CEOC and its subsidiaries or Services JV have taken or will take to protect the licensed trademarks that we use in the United States will be adequate to prevent imitation of such trademarks by others. The unauthorized use or reproduction of the trademarks that we use could diminish the value of our brand and our market acceptance, competitive advantages or goodwill, which could adversely affect our business. In addition, the expansion of the scope or use of our intellectual property licensed from CEOC or Services JV, as applicable, in many cases is subject to the consent of CEOC or Services JV. Accordingly, we may not be able to take advantage of new applications or uses of our trade names, trademarks or other intellectual property without the consent of CEOC or Services JV, which may adversely affect our ability to compete or expand our business scope.

CIE may be reliant on Caesars Entertainment to obtain online gaming licenses in many commercial jurisdictions and if the affiliation is terminated, or costs to maintain such affiliation exceed revenue generated from such affiliation, it would adversely affect CIE's, and therefore CGP LLC's, business and result of operations.

Nevada, Delaware and New Jersey have enacted laws that require online casinos to also have a license to operate a brick-and-mortar casino, either directly or indirectly through an affiliate. If, like Nevada, Delaware and New Jersey, other U.S. jurisdictions enact legislation legalizing real money casino gaming subject to this brick-and-mortar requirement, CIE may be unable to offer online real money gaming in such jurisdictions if CIE does not have or is unable to establish an affiliation with a brick-and-mortar casino in such jurisdiction. If CIE is able to offer online real money gaming in such jurisdictions because of CIE's affiliation with Caesars Entertainment, CIE will be reliant on continuing its relationship with Caesars Entertainment, and there can be no assurances that Caesars Entertainment will continue to maintain such affiliation. If CIE's affiliation with Caesars

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Entertainment is terminated or the costs to maintain such affiliation exceed revenue generated from online real money gaming, it would adversely affect CIE's, and therefore CGP LLC's, business and result of operations.

A bankruptcy court may conclude that each of the transactions as described in Item 1 - Business of our Annual Report on Form 10-K for the year ended December 31, 2013, the Acquired Properties Transaction or the Contemplated Transaction constitutes a financing rather than a true sale and as a result we would no longer have ownership and control over assets sold or contributed to CGP LLC to the same extent as we do now.

For the quarter ended March 31, 2014 and 2013, Caesars Entertainment and its consolidated subsidiaries reported a net loss of $382.8 million and $216.7 million, respectively, and CEOC and its consolidated subsidiaries separately reported a net loss of $490.8 million and $251.7 million, respectively. Furthermore, Caesars Entertainment and its consolidated subsidiaries, as well as CEOC and its consolidated subsidiaries, have reported significant net losses during the past three fiscal years. In a bankruptcy of Caesars Entertainment or any of its subsidiaries that sold or contributed assets to CGP LLC, including CEOC, the court may conclude that each of the transactions as described in Item 1 - Business of our Annual Report on Form 10-K for the year ended December 31, 2013, the Acquired Properties Transaction or the Contemplated Transaction constitutes a disguised financing rather than a true sale. In such case, the court would deem CGP LLC's assets as belonging to Caesars Entertainment, and consider us to be a lender to Caesars Entertainment or its subsidiaries to the extent of the purchase price CGP LLC paid for those assets. While we should have a claim against Caesars Entertainment and its subsidiaries for the amounts paid to them for the assets, we would no longer have ownership and control over the assets to the same extent as we do now. Moreover, if our claim against Caesars Entertainment and its subsidiaries is considered a financing, no guaranty exists that our claim will be deemed a secured claim entitled to a priority right of repayment from the assets, rather than a general unsecured claim against Caesars Entertainment’s bankruptcy estate that shares pro rata with other creditors in any recovery from the residual value of the bankruptcy estate. Finally, a risk exists that any such claim might be primed in favor of a debtor-in-possession financing, or that the court might equitably subordinate our claim to those of other creditors, recharacterize the claim as equity or otherwise not allow the claim (including on equitable grounds).

A bankruptcy court may substantively consolidate the bankruptcy estates of Caesars Entertainment and its debtor subsidiaries with CGP LLC, which would, among other things, allow the creditors of the bankrupt entities to satisfy their claims from the combined assets of the consolidated entities, including CGP LLC.

Even though CGP LLC has certain bankruptcy remote features that restrict its ability to file for bankruptcy relief, there can be no assurance that a bankruptcy court will not direct CGP LLC's or any of its subsidiaries' substantive consolidation with Caesars Entertainment or a subsidiary of Caesars Entertainment in a bankruptcy case of Caesars Entertainment or such subsidiary even if CGP LLC or its subsidiaries do not themselves file a bankruptcy petition. CGP LLC's or its subsidiaries' substantive consolidation with Caesars Entertainment or its subsidiaries in their bankruptcy cases would, among other things, allow the creditors of the bankrupt entities to satisfy their claims from the combined assets of the consolidated entities, including CGP LLC and its subsidiaries. This may dilute the value of distributions available for recovery to CGP LLC's creditors, and may prevent recovery by our stockholders of any value at all if the combined creditor claims exceed the combined value of the entities. In addition, substantive consolidation with Caesars Entertainment or its subsidiaries’ bankruptcies may subject our assets and operations to the automatic stay, and may impair CGP LLC's ability to operate independently, as well as otherwise restrict our operations and capacity to function as a standalone enterprise.

A Caesars Entertainment or CEOC bankruptcy filing might trigger an independent investigation of the transactions as described in Item 1 - Business of our Annual Report on Form 10-K for the year ended December 31, 2013, the Acquired Properties Transaction or the Contemplated Transaction, and expose our and CGP LLC's contractual relationships with Caesars Entertainment and its subsidiaries to heightened scrutiny.

If Caesars Entertainment or its subsidiaries, including CEOC, file for bankruptcy relief, it may result in an independent investigation of the transactions as described in Item 1 - Business of our Annual Report on Form 10-K for the year ended December 31, 2013, the Acquired Properties Transaction or the Contemplated Transaction, including the formation of Services JV. For example, a trustee or examiner may be appointed in the Caesars Entertainment bankruptcy case with the power to investigate the Transactions and the Asset Purchase Transaction and determine, with the benefit of hindsight, whether such transactions overall, and their constituent parts (including the formation of Services JV), were fair and equitable and otherwise beneficial to Caesars Entertainment or any bankrupt subsidiary. Additionally, any committees appointed in such bankruptcy case could conduct a similar investigation. Any such investigations may impose significant costs and expense on us and CGP LLC, and may divert management from its ability to conduct our business. In addition, we would expect that stakeholders of Caesars Entertainment and its subsidiaries, including any committee appointed in such bankruptcy cases, would re-evaluate all of our and CGP LLC's contractual and business relationships with Caesars Entertainment and its subsidiaries, and with Services JV. This may result in materially altered terms and conditions that may be economically unfavorable to investors in CAC, and may divert significant management resources.

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We may be subject to fraudulent transfer litigation that may require us to return the assets acquired in the transactions as described in Item 1 - Business of our Annual Report on Form 10-K for the year ended December 31, 2013 and the Asset Purchase Transaction, or their value, to Caesars Entertainment and its subsidiaries.

Creditors of Caesars Entertainment and its subsidiaries may sue us and/or CGP LLC under state or federal bankruptcy law in an effort to recover, for their benefit, the assets we acquired in the transactions as described in Item 1 - Business of our Annual Report on Form 10-K for the year ended December 31, 2013 and the Asset Purchase Transaction as fraudulent transfers. As a general matter, fraudulent transfer law allows a creditor to recover assets, or their value, from an initial or subsequent transferee if the debtor conveyed the assets with an actual intent to hinder, delay or defraud its creditors, or if the transfer was a constructive fraud. A constructive fraud exists even in the absence of an actual intent to defraud creditors. The principal elements of a constructive fraud are a transfer, made while a debtor was insolvent or that rendered a debtor insolvent, for less than reasonably equivalent value or fair consideration or that left the debtor with less than sufficient capital with which to conduct its business. A court may "collapse" the component steps of the restructuring into a single set of integrated transactions to determine whether the restructuring overall effected a fraudulent transfer. If we and/or CGP LLC are subject to a fraudulent transfer lawsuit, we may have to return the assets or their value to Caesars Entertainment and its subsidiaries or be forced to pay additional amounts therefor.

For example, on March 21, 2014, CEC, CEOC, CERP, CAC and CGP LLC received a letter from a law firm acting on behalf of unnamed clients who claim to hold second-priority secured notes of CEOC, alleging, among other things, that CEOC is insolvent and that CEOC’s owners improperly transferred or seek to transfer valuable assets of CEOC to affiliated entities in connection with: (a) the transaction agreement dated October 21, 2013 by and among CEC, certain subsidiaries of CEC and CEOC, CAC and CGP LLC, which, among other things, provide for the asset transfers from subsidiaries of CEOC to CGP LLC of the Planet Hollywood casino and interests in the Maryland Joint Venture that was consummated in 2013; (b) the transfer by CEOC to CERP of Octavius Tower and Project Linq that was consummated in 2013; (c) the transfers by CEOC to CGP LLC of The Cromwell, The Quad, and Bally’s Las Vegas (together, the "Acquired Properties"); and (d) the contemplated transfer of Harrah’s New Orleans (the "Contemplated Transaction"). The letter included allegations that these transactions constitute or will constitute voidable fraudulent transfers and represent breaches of alleged fiduciary duties owed to CEOC creditors and that certain disclosures concerning the transactions were inadequate, and demanded, among other things, that the transactions be rescinded or terminated, as would be applicable.

On April 3, 2014, another letter was sent to the boards of directors of CEC and CEOC by a law firm claiming to act on behalf of unnamed parties who assert that they are lenders under CEOC’s credit agreement and/or holders of CEOC’s first-priority senior secured notes, alleging, among other things, that CEC and CEOC improperly transferred or seek to transfer assets of CEC and CEOC to affiliated entities in connection with: (a) the transaction agreement dated October 21, 2013 by and among CEC, certain subsidiaries of CEC and CEOC, CAC and CGP LLC, which, among other things, provides for the contributions by CEC and its subsidiaries to CGP LLC of CIE and $1.1 billion face amount of CEOC’s unsecured notes in exchange for non-voting interests of CGP LLC, and the asset transfers from subsidiaries of CEOC to CGP LLC of the Planet Hollywood casino and interests in Maryland Joint Venture that was consummated in 2013; (b) the transfer by CEOC to CERP of Octavius Tower and Project Linq that was consummated in 2013; (c) the Acquired Properties; and (d) the Contemplated Transaction and formation of a new services joint venture among CEOC, CERP and CGP LLC to provide certain centralized services, including but not limited to common management of enterprise-wide intellectual property (the "Contested Transactions"). The letter asserted that the consideration received by CEC and CEOC in the transactions contemplated above is inadequate, that CEC and CEOC were insolvent when the transactions were approved, that the transactions contemplated above represented breaches of alleged fiduciary duties, that certain disclosures concerning the transactions contemplated above were inadequate and concerns about governance of CEOC. The letter demands, among other things, rescission or termination of the transactions contemplated above and requests a meeting with representatives of CEC and other parties to discuss these matters.

CAC and CGP LLC have been advised that CEC and CEOC strongly believe there is no merit to the letters’ allegations and will defend themselves vigorously and seek appropriate relief should any action be brought. If a court were to order rescission or termination of such transactions, that could cause CEOC, CERP and Planet Hollywood to default under existing debt agreements, and there can be no assurance that CEOC’s, CERP’s or Planet Hollywood’s assets would be sufficient to repay the applicable debt. In addition, if the contemplated transfers were consummated and a court were to find that those transfers were improper, that could trigger a default under the debt that CGP LLC is raising to finance such transfers. These consequences could have a material adverse effect on our business, financial condition, results of operations and prospects.

Services JV may be subject to fraudulent transfer or other litigation that may result in its unwinding, or its licensing agreements with CEOC may otherwise be rescinded or terminated.

Creditors of Caesars Entertainment, CEOC and their subsidiaries may commence an action against Services JV under state or federal bankruptcy law in an effort to rescind, avoid or otherwise terminate, for their benefit, the licensing agreements CEOC entered into with Services JV. Alternatively, if Caesars Entertainment, CEOC or their subsidiaries file bankruptcy, they may reject their licensing agreements with Services JV. If Services JV can no longer enforce such licensing agreements, it may

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be unable to perform under its licensing agreements with CGP LLC and its subsidiaries. As a result, among other things, CGP LLC and its subsidiaries may no longer have access to the Total Rewards loyalty program and may no longer be able to use certain intellectual property, such as the Caesars trademark, which could have a material adverse effect on CAC and CGP LLC’s business, financial condition and operating results.

Our operations depend on material contracts with third parties, including Caesars Entertainment, the continued enforcement of which may be adversely impacted by a bankruptcy of Caesars Entertainment or, upon its formation, Services JV.

If Caesars Entertainment, CEOC, subsidiaries of CEOC that manage CGP LLC's properties or other third parties with whom we have entered into material contracts with were to become debtors operating under the protection of the Bankruptcy Code, they could exercise certain rights that would adversely affect our contractual rights and obligations. A debtor operating under the protection of the Bankruptcy Code may exercise certain rights that may adversely affect our contractual relations and ability to participate in the Caesars Entertainment system. For example, the protection of the statutory automatic stay which arises by operation of section 362 of the Bankruptcy Code upon the commencement of a bankruptcy case would prohibit us from terminating a contract with Caesars Entertainment or any of its debtor subsidiaries, and upon its formation, a bankruptcy of Services JV. The Bankruptcy Code also invalidates clauses that permit the termination of contracts automatically upon the filing by one of the parties of a bankruptcy petition or which are conditioned on a party’s insolvency. Meanwhile in this circumstance, we would ordinarily be required to continue performing our obligations under such agreement. As a practical matter, legal proceedings to obtain relief from the automatic stay and to enforce rights to payments or terminate agreements can be time consuming, costly and uncertain as to outcome.

In addition, under section 365 of the Bankruptcy Code, a debtor may decide whether to assume or reject an executory contract, including the CGP Management Services Agreement, the management contracts for Planet Hollywood, Horseshoe Baltimore, the Acquired Properties and Harrah's New Orleans, the shared service agreement with CIE or the CGP Operating Agreement, or upon its formation, any licensing agreement with Services JV. Assumption of a contract would permit the debtor to continue operating under the assumed contract; provided that the debtor (i) immediately cures all existing defaults thereunder or provides adequate assurance that such defaults will be promptly cured, (ii) compensates the non-debtor party for any actual monetary loss incurred as a result of the debtor’s default or provides adequate assurance that such compensation will be forthcoming and (iii) provides the non-debtor party with adequate assurance of future performance under the contract. As a general matter, a bankruptcy court approves a debtor’s assumption of a contract as long as assumption appears to be in the best interest of the debtor's estate, the debtor is able to perform and it is a good business decision to assume the contract. Subject to bankruptcy court approval and satisfaction of the "business judgment" rule, a debtor in chapter 11 may reject an executory contract, and rejection of an executory contract in a chapter 7 case may occur automatically by operation of law. If a debtor rejects an executory contract, the non-debtor party to the contract generally has an unsecured claim against the debtor’s bankruptcy estate for breach of contract damages arising from the rejection. On request of any party to such contract, a bankruptcy court may order the debtor to determine within a specific period of time whether to assume or reject an executory contract.

Further, Caesars Entertainment or any of its subsidiaries, as debtors, or upon its formation, Services JV, as a debtor, may seek bankruptcy court approval to assume material contracts, including among others, the CGP Management Services Agreement or other valuable license agreements under section 365 of the Bankruptcy Code and may also seek to assign such agreement to a third-party. A debtor may also seek to reject such contracts. If Caesars Entertainment or an applicable debtor subsidiary, or upon its formation, Services JV rejects the CGP Management Services Agreement or other license agreements, we may no longer have access to the operational support and management expertise provided by Caesars Entertainment and its subsidiaries, or upon its formation, Services JV, with the result that we may lack sufficient support to manage our operations, and may no longer be able to use certain licensed intellectual property, such as certain trademarks.

In addition, Caesars Entertainment, as a debtor, may attempt to reject the CGP Operating Agreement as an executory contract. This might affect our continued existence, and other corporate governance rights. It may also relieve Caesars Entertainment from performing its obligations under CGP LLC's limited liability company agreement, including honoring its obligations under the liquidation right and call right.

In a bankruptcy of CEOC, CEOC could attempt to transfer licensed trademarks and copyrighted materials licensed to CGP LLC or Services JV to a purchaser and/or seek to reject any related license.

Upon the implementation of Services JV, we will rely on the Cross-License Agreement among us, CEOC, Services JV and others in order to use Caesars Entertainment’s and its subsidiaries’ brand names, such as "Harrah’s," "Bally’s" and "Total Rewards." These brand names have global recognition and attract customers to CGP LLC's properties. We would be adversely affected if the Cross-License Agreement were terminated.

If CEOC were to become a debtor in a case under the Bankruptcy Code, it (or a bankruptcy trustee if one is appointed) could seek to sell its trademarks and copyright assets in a bankruptcy case, free and clear of all interests of third parties such as

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CGP LLC or Services JV, or could seek to reject the Cross-License Agreement as an executory contract, in each case, pursuant to the Bankruptcy Code.

Although Section 365(n) of the Bankruptcy Code gives a licensee of intellectual property, such as copyrighted materials, the ability to retain its rights under such license notwithstanding the bankrupt debtor’s rejection of such license, Section 365(n) does not explicitly apply to licensees of trademarks. Because trademarks will be licensed under the Cross-License Agreement, there is a possibility that CEOC will be able to reject the Cross-License Agreement as an executory contract in bankruptcy, even if we try to assert, among other things, that it is not subject to rejection because it is not executory and/or claim protection under Section 365(n). If CEOC (or a bankruptcy trustee if one is appointed) is successful in rejecting the Cross-License Agreement in bankruptcy, we may no longer be able to use the valuable trademarks and other intellectual property licensed to us under the Cross-License Agreement. Such a course of action could have a material, adverse effect on CGP LLC’s business, financial condition, results of operations and prospects and on CGP LLC’s ability to pay outstanding principal of and interest on the Notes.

In addition, there can be no assurance that CEOC (or a bankruptcy trustee if one is appointed) would not attempt to sell the licensed trademarks and copyrighted materials licensed to CGP LLC, or Services JV, as applicable, free and clear of a licensee’s rights under the Bankruptcy Code, which may adversely affect our ability to exploit and use such intellectual property assets. Such a course of action could cause actual results to differ materially and adversely from the projected financial information contained in this offering memorandum and have a material, adverse effect on CGP LCC’s business, financial condition, results of operations and prospects and on CGP LCC’s ability to pay outstanding principal of and interest on the Notes.

Claims of our stockholders and CGP LLC against Caesars Entertainment or its subsidiaries in a Caesars Entertainment bankruptcy might be equitably subordinated or disallowed.

Bankruptcy law allows the court to equitably subordinate claims to those of other creditors or equity holders based on inequitable conduct. A bankruptcy court may also recharacterize a claim for debt as equity, or not allow a claim for other reasons including on equitable grounds. Claims of insiders, including stockholders, are subject to heightened scrutiny and a court may find inequitable conduct in the form of overreaching or self-dealing transactions. If a claim is subordinated to those of other creditors or equity holders, or recharacterized as equity, the claim will likely receive no distribution from the bankruptcy estate unless the estate has enough assets to satisfy the non-subordinated creditors in full; a claim that is disallowed would not share in recoveries from the estate to the extent of such disallowance. The equitably subordinated or disallowed claim need not necessarily relate to the inequitable conduct. Therefore, a damages claim arising from the rejection of an executory contract may be subordinated or disallowed based on conduct wholly unrelated to the contractual relationship itself. Under these principles, should a court determine that they are triggered in a bankruptcy of Caesars Entertainment or its subsidiaries, claims of our stockholders and CGP LLC, including claims based on notes issued by Caesars Entertainment or CEOC or guarantees by Caesars Entertainment, may not share ratably with claims from other general unsecured creditors or may be disallowed.

The SEC's investigation of a retired Deloitte partner who was formerly the advisory partner on Deloitte's audit engagement for Caesars Entertainment could result in a determination that Deloitte was not independent of Caesars Entertainment, which could also affect Deloitte's independence as it relates to CAC and CGP LLC, which may adversely affect CAC's ability to comply with certain obligations imposed by federal securities law and certain debt agreements.

Deloitte is the independent registered public accounting firm for both Caesars Entertainment and CAC and their audits report on the financial statements of CAC, CGP LLC and Predecessor Growth Partners, included within the annual report on Form 10-K and its exhibits. In April 2013, Deloitte advised Caesars Entertainment that a retired Deloitte partner who was formerly the advisory partner on Deloitte’s audit engagement for Caesars Entertainment during most of 2009 (a period not covered in this filing) is the subject of a formal investigation by the SEC. During 2009, this individual engaged in gaming activities at a Caesars Entertainment casino. Deloitte conducted a review of these gaming activities and this individual’s role as advisory partner and reported to the Audit Committee of Caesars Entertainment its conclusion that the individual’s activities did not at any time impair Deloitte's independence, because, among other considerations, these activities were not inconsistent with the SEC's independence rules and furthermore he had no substantive role in any audit or review concerning Caesars Entertainment. After Caesars Entertainment conducted its own independent review with the assistance of outside counsel, the Caesars Entertainment Audit Committee, in early May 2013, accepted Deloitte's report and concurred with Deloitte's conclusion that Deloitte's independence was and is not impaired.

If regulatory authorities were to determine that Deloitte was not independent of Caesars Entertainment and, as a result, CAC and CGP LLC, such determination may adversely affect Caesars Entertainment’s and CAC’s ability to comply with certain obligations imposed by federal securities laws and certain debt agreements, which would have a material adverse effect on CAC’s business and financial condition.

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We are dependent on Property Management Agreements with CEOC and its subsidiaries to operate CGP LLC's properties. We will also be dependent upon Services JV to operate CGP LLC's properties after its formation.

Each of CGP LLC's properties is managed by a subsidiary of CEOC. We are dependent upon Caesars Entertainment and these property management companies to provide the services necessary to operate CGP LLC's properties. We do not have any employees, and we do not have a history of operating casinos. Therefore, CGP LLC's properties are dependent on the services provided by CEOC and its subsidiaries, and we cannot operate CGP LLC's properties without these services. If the quality of the services provided by CEOC and its subsidiaries deteriorates, or the terms under which CEOC and its subsidiaries provide services change in a manner that is adverse to us, it could have a material adverse effect on our business, financial condition and operating results. Following the closing, at CGP LLC’s request and subject to receipt of any required regulatory approvals, the Property Management Agreements will be assigned to Services JV, which will thereafter perform the obligations of the Property Managers. To the extent the Property Management Agreements are assigned to Services JV, we will be reliant on it to the same extent we had previously relied on CEOC for such services. Services JV will be newly formed and will not receive the management fees under the Property Management Agreements. Furthermore, Services JV will be dependent upon its members (a subsidiary of CGP LLC, CEOC and CERP) to provide it with the operating funds and capital requirements (the allocation of which shall be based on each member’s ownership interest in Services JV) necessary to provide services under the Property Management Agreements. If any of the members of Services JV fail to provide it with the operating funds necessary to operate Services JV, Services JV may not be able to fully provide the services required by the Property Management Agreements to operate CGP LLC's properties.

In addition, if the Property Management Agreements were to be terminated, or if CEOC or its subsidiaries, and subsequently Services JV, were to suffer significant liquidity or operational difficulties, becoming incapable of providing property management services (or unable to provide such services at agreed upon level) to us or cease operations altogether, we may be unable to continue to operate CGP LLC's properties, which would have a material adverse effect on our business, financial condition and operating results.

Risks Related to Caesars Growth Partners, LLC's Business

CGP LLC may not realize all of the anticipated benefits of current or potential future acquisitions.

On March 1, 2014, we entered into a definitive agreement whereby CGP LLC (or one or more of its designated direct or indirect subsidiaries) agreed to acquire from Caesars Entertainment certain of its properties and related assets as more fully described further in Item 1 - Business of our Annual Report on Form 10-K for the year ending December 31, 2013. On May 5, 2014, we consummated the Acquired Properties Transaction. The consummation of the Contemplated Transaction is subject to certain closing conditions, including the receipt of gaming approvals, accuracy of representations and warranties, compliance with covenants and receipt of third-party consents. In addition, the complete consummation of the Contemplated Transaction by CAC is subject to CAC's receipt of financing on satisfactory terms, and no reverse break-up fee applies. CGP LLC or CAC may be unable to obtain the necessary approvals or otherwise satisfy the conditions required to completely consummate the Contemplated Transaction on a timely basis or at all. The conditions to the complete consummation of the Contemplated Transaction could prevent or delay the completion of the Contemplated Transaction or could result in the Contemplated Transaction being consummated on terms which differ from those described elsewhere in this report. Further, there are incremental risks and uncertainties related to the Amended Agreement and the Contemplated Transaction contemplated thereunder, many of which are outside of our control, including the following:

• the diversion of our management's attention from our ongoing business concerns:

• the outcome of any legal proceedings that may be instituted against us and/or others relating to the transactions as described in Item 1 - Business of our Annual Report on Form 10-K for the year ended December 31, 2013; and

• the amounts of the costs, fees, expenses and charges related to the Acquired Properties Transaction and completing the Contemplated Transaction, whether or not consummated.

CGP LLC's ability to realize the anticipated benefits of acquisitions, including, but not limited to the Acquired Properties Transaction and the Contemplated Transaction, will depend, in part, on its ability to integrate the businesses of such acquired companies with its business. The combination of two independent companies is a complex, costly and time consuming process. This process may disrupt the business of either or both of the companies, and may not result in the full benefits expected. The difficulties of combining the operations of two companies include, among others:

• coordinating marketing functions;

• undisclosed liabilities;

• unanticipated issues in integrating information, communications and other systems;

• unanticipated incompatibility of purchasing, marketing and administration methods;

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• retaining key employees;

• consolidating corporate and administrative infrastructures;

• the diversion of management’s attention from ongoing business concerns;

• coordinating geographically separate organizations; and

• obtaining all necessary gaming regulatory approvals.

For instance, CIE has been highly reliant on its acquisition of Playtika and other companies, including Buffalo, to generate revenues. CGP LLC may not realize the expected benefits of future CIE acquisitions, if any, and may not continue to realize the benefits of the Buffalo acquisition, due to one or more of the difficulties listed above or other difficulties associated with the combination of the operations of two or more companies. If CGP LLC is unable to realize in whole or in part the benefits anticipated for any current or future acquisitions, it could have a material adverse effect on its, and therefore CGP LLC's, business, financial condition and operating results.

CGP LLC may require additional capital to support business growth, and this capital might not be available on acceptable terms or at all.

CGP LLC intends to continue to make significant investments to support its business growth and may require additional funds to respond to business challenges, including the need to complete the consummation of the Asset Purchase Transaction, expand into new markets, develop new games and features or enhance CIE’s existing games, improve its operating infrastructure or acquire complementary businesses, personnel and technologies. Accordingly, CAC and CGP LLC may need to engage in equity or debt financings to secure additional funds. If CAC raises additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Class A common stock. Any debt financing we or CGP LLC secure in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult to obtain additional capital and to pursue business opportunities, including potential acquisitions. CAC and CGP LLC are newly formed entities and may not be able to obtain additional financing on favorable terms, if at all. For instance, the lack of operating history and relationship with Caesars Entertainment may impede CGP LLC's ability to raise debt or equity financing on acceptable terms, if at all, and there can be no assurances that we could pursue a future offering of securities at an appropriate price to raise the necessary financing. If CAC and CGP LLC are unable to obtain adequate financing or financing on terms satisfactory to them when they require it, their ability to continue to support CGP LLC's business growth and to respond to business challenges could be significantly impaired, which could have a material adverse effect on CGP LLC's, business, financial condition and operating results.

CAC and CGP LLC do not have restrictions on their ability to raise debt and may highly leverage their capital structure, which could adversely affect CGP LLC's ability to pursue certain opportunities.

CAC and CGP LLC are newly formed companies without any restrictions on their ability to raise a significant amount of debt financing and/or alter their capital structures. Should CAC or CGP LLC significantly leverage themselves, CAC or CGP LLC will be subject to considerable interest payment expenses that could adversely affect our ability to obtain additional financing. Further, once CAC has a highly leveraged capital structure, CGP LLC may lose certain advantages it has against competitors that have similar capital structures that makes pursuing new, capital-intensive, opportunities more challenging.

We may not realize any or all of our projected cost savings, which would have a negative effect on our results of operations.

As part of our business strategy, we have implemented certain cost savings programs and are in the process of identifying opportunities to improve profitability by reducing costs. For example, Caesars Entertainment is currently in the process of reviewing its corporate level expenses and has identified cost savings, a portion of which would directly reduce our expenses. Any cost savings that we realize from such efforts may differ materially from our estimates. In addition, any cost savings that we realize may be offset, in whole or in part, by reductions in revenues, or through increases in other expenses. For example, cutting advertising or marketing expenses may have an unintended negative affect on our revenues. Our cost savings plans are subject to numerous risks and uncertainties that may change at any time. We cannot assure you that cost-savings initiatives will be completed as anticipated or that the benefits we expect will be achieved on a timely basis or at all.

Our historical financial information may not be a reliable indicator of our future results.

The historical financial information we have included in this Form 10-Q has been prepared using assumptions and allocations that we believe are reasonable. However, such historical financial information does not necessarily reflect what our financial position, results of operations and cash flows would have been as a stand-alone entity separate from Caesars Entertainment during the periods presented. In addition, the historical information is not necessarily indicative of what our results of operations, financial position and cash flows will be in the future.

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CGP LLC's business may be subject to seasonal fluctuations which could result in volatility or have an adverse effect on the market price of our Class A common stock.

CGP LLC's business may be subject to some degree of seasonality. For example, in the case of CIE, it may experience seasonality based on the playing habits of its players. As the growth of CIE's business stabilizes, the seasonal fluctuations may become more evident. In the case of Planet Hollywood, weather conditions may deter or prevent customers from reaching Planet Hollywood's facility or undertaking day trips. Such conditions would particularly affect customers who are traveling longer distances to visit Planet Hollywood. We believe the number of customer visits to Planet Hollywood will fluctuate based on the season, with winter months experiencing lower turnout. Seasonality may cause CIE and Planet Hollywood's working capital cash flow requirements to vary from quarter to quarter depending on the variability in the volume and timing of sales. These factors, among other things, make forecasting more difficult and may adversely affect CIE and Planet Hollywood's ability to manage working capital and to predict financial results accurately, which could adversely affect the market price of our Class A common stock.

There may be a significant degree of difficulty in operating CGP LLC's businesses separately from Caesars Entertainment, and managing that process effectively could require a significant amount of management’s time.

The separation from Caesars Entertainment could cause an interruption of, or loss of momentum in, the operation of CGP LLC's businesses. Management may be required to devote considerable amounts of time to the separation, which will decrease the time they will have to manage their ordinary responsibilities. If management is not able to manage the separation effectively, or if any significant business activities are interrupted as a result of the separation, CGP LLC's businesses and operating results could suffer.

CGP LLC may be unable to achieve some or all of the benefits that it expects to achieve from the separation of its operations from Caesars Entertainment.

As a company with operations separate from Caesars Entertainment, we believe that CGP LLC will benefit from, among other things, allowing its businesses to better focus their financial and operational resources on their specific businesses and be better positioned to dedicate resources to pursue appropriate growth opportunities and execute strategic plans best suited to their business in an efficient manner. We believe the separation will allow the management of CIE and Planet Hollywood to design and implement corporate strategies and policies that are based primarily on the business characteristics and strategic decisions of their respective business, allowing them to more effectively respond to industry dynamics and allowing the creation of effective incentives for their management and employees that are more closely tied to their respective business performance. However, CGP LLC may not be able to achieve some or all of the benefits that we expect it to achieve as a company with operations separate from Caesars Entertainment in the time we expect, if at all.

We will be allocated taxable income from CGP LLC for U.S. federal income tax purposes regardless of whether we receive corresponding cash distributions from CGP LLC to pay our tax liability.

Because CGP LLC is a partnership for U.S. federal income tax purposes, we will be allocated taxable income from CGP LLC for U.S. federal income tax purposes for each fiscal year according to the terms of the CGP Operating Agreement. We will be required to pay U.S. federal income tax on such income at the current U.S. federal corporate income tax rate, regardless of whether CGP LLC makes corresponding cash distributions to us to pay our tax liability. The CGP Operating Agreement provides for quarterly cash tax distributions (other than in connection with a liquidation or certain partial liquidations) to be made to us and Caesars Entertainment, but there is no guarantee that such tax distributions (or other cash distributions from CGP LLC) will be sufficient for us to pay our tax liabilities.

There are no assurances that there will be future development opportunities for CGP LLC or that CGP LLC will obtain a development project other than the Maryland Joint Venture.

CGP LLC's ability to expand into new markets to pursue development opportunities depends on passage of legislation that legalizes gambling in new markets and Caesars Entertainment not exercising its right of first offer. Although in the past few years a number of states have passed legislation permitting the development of gaming facilities, there can be no assurances that such trend will continue, and it is possible that legislatures and public sentiment will turn against permitting the development of gaming facilities. Should the states pass no additional legislation for issuing licenses or permitting the development of gaming facilities, CGP LLC will be unable to pursue development opportunities in new markets. Moreover, even if new markets open up, there can be no assurances that Caesars Entertainment and/or CGP LLC will be successful in the bid process for any new development opportunities; therefore, there can be no assurances that CGP LLC will be able to enter those new markets. Further, there can be no assurances that Caesars Entertainment will not exercise its right of first refusal, thereby depriving CGP LLC of access to any potential development project.

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The bonds of CEOC and other fixed rate securities we hold are sensitive to fluctuations in interest rates and would decrease in value if the interest rate increases.

As of March 31, 2014, CGP LLC holds approximately $1.1 billion in aggregate principal amount of the CEOC Notes with fixed rates of interest. Fixed rate securities are sensitive to fluctuations in market interest rates and if interest rates increase, the fixed rate securities held by CGP LLC will decrease in value. Currently, market interest rates have been at record low rates. Accordingly, an increase in market interest rates from current levels could cause the value of the fixed rate securities to decrease significantly.

CGP LLC and CAC are subject to extensive governmental regulation and taxation policies, the enforcement of which could adversely impact CGP LLC’s business, financial condition and results of operations.

CGP LLC and CAC are subject to extensive gaming regulations and political and regulatory uncertainty. Regulatory authorities in the jurisdictions where CGP LLC operates have broad powers with respect to the licensing of casino operations and may revoke, suspend, condition or limit the gaming or other licenses of CGP LLC's casino properties or developments, impose substantial fines and take other actions, any one of which could adversely impact CGP LLC's business, financial condition and results of operations. In addition, regulatory authorities in one or more jurisdictions may require CGP LLC or CAC to obtain new licenses in connection with the transactions as described in Item 1 - Business of our Annual Report on Form 10-K for the year ended December 31, 2013 or due to future changes in regulation. For instance, the Missouri Gaming Commission is requiring that CAC obtain certain licenses after the closing of the transactions as described in Item 1 - Business of our Annual Report on Form 10-K for the year ended December 31, 2013 even though CGP LLC does not operate in Missouri. The failure of CAC to obtain a license from the Missouri Gaming Commission could adversely impact Caesars Entertainment’s gaming license in Missouri. If other jurisdictions require CGP LLC or CAC to obtain new licenses in connection with the transactions as described in Item 1 - Business of our Annual Report on Form 10-K for the year ended December 31, 2013 or due to future changes in regulation, and CGP LLC or CAC is unable to obtain those licenses, it could adversely impact CGP LLC's business, financial condition and results of operations. Another example, our ability to expand our operations at Harrah’s New Orleans, which could include increasing the number of rooms at the hotel or opening new restaurants at the complex, is subject to regulatory approval, and any such proposal may or may not be approved.

Furthermore, interpretations of laws and local regulations and ordinances on which we rely may change or be made conditional on certain other factors, which could adversely impact our business, financial condition and results of operations. For example, Harrah’s New Orleans is currently subject to a local ordinance in New Orleans related to the minimum number of people who must be employed at Harrah’s New Orleans. If CGP LLC acquires Harrah’s New Orleans, a change in the interpretation of this ordinance or a change in this ordinance could force a reevaluation of staffing at that property in a manner that could adversely affect the financial results of Harrah’s New Orleans.

As a result of CIE holding an online gaming license, its operations and activities are subject to various gaming laws and laws in Nevada. We also expect CIE to be subject to these or similar laws as CIE seeks licenses for online real money gaming in the United States. For example, CIE has obtained a license in Nevada as an "operator of an interactive gaming system" and obtained regulatory approval to launch online poker in Nevada in 2013 in a field trial mode with final approval of the product received on March 20, 2014. In addition, CIE obtained a casino license in New Jersey in November 2013 to operate internet gaming in New Jersey. Among these laws are various "suitability" requirements which could limit CIE's ability to conduct business with certain third parties, make certain acquisitions and otherwise freely conduct its business. The results of such restrictions could have a material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and operating results.

Furthermore, because we are subject to regulation in each jurisdiction in which we operate, and because regulatory agencies within each jurisdiction review our compliance with gaming laws in other jurisdictions, it is possible that gaming compliance issues in one jurisdiction may lead to reviews and compliance issues in other jurisdictions. For example, recent events in connection with the proposed development of a casino gaming facility by Sterling Suffolk Racecourse, LLC ("Sterling Suffolk"), owner of Suffolk Downs racecourse in East Boston, Massachusetts, have resulted in reviews in several other jurisdictions arising out of a report issued to the Massachusetts Gaming Commission from the Director of the Investigations and Enforcement Bureau for the Massachusetts Gaming Commission (the "Bureau") in October 2013. That report raised certain issues for consideration when evaluating CEC's suitability as a qualifier in Massachusetts and made a recommendation that CEC had not met their burden by clear and convincing evidence to establish their suitability. Although CEC strongly disagrees with the director’s recommendation, CEC withdrew their application as a qualifier in Massachusetts at the request of Sterling Suffolk. Neither CEC nor their affiliates were found unsuitable by any licensing authority, but other gaming regulatory agencies have asked for information about the issues raised in the report from the Bureau, and CEC is in the process of providing that information. We cannot assure you that existing or future jurisdictions would not raise similar questions with respect to our suitability arising out of the Bureau’s report because we are affiliated with Caesars Entertainment, or with respect to matters that may arise in the future, and we cannot assure you that such issues will not adversely affect us or our financial condition.

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From time to time, individual jurisdictions have also considered legislation or referendums, such as bans on smoking in casinos and other entertainment and dining facilities, which could adversely impact the operations of CGP LLC's casino properties. For example, Maryland law prohibits smoking at the Horseshoe Baltimore. The likelihood or outcome of similar legislation in such jurisdictions and referendums in the future cannot be predicted, though any smoking ban would be expected to negatively impact CGP LLC's financial performance.

The casino entertainment industry represents a significant source of tax revenues to the various jurisdictions in which casinos operate. From time to time, various state and federal legislators and officials have proposed changes in tax laws, or in the administration of such laws, including increases in tax rates, which would affect the industry. If adopted, such changes could adversely impact CGP LLC's business, financial condition and results of operations.

Acts of terrorism, natural disasters, severe weather and political, economic and military conditions may impede CGP LLC's ability to operate or harm its financial results.

Terrorist attacks and other acts of war or hostility have created many economic and political uncertainties. For example, a substantial number of the customers of Planet Hollywood use air travel. As a result of terrorist acts, domestic and international travel was severely disrupted, which resulted in a decrease in customer visits to Las Vegas. We cannot predict the extent to which disruptions in air or other forms of travel as a result of any further terrorist act, security alerts or war, uprisings, or hostilities in places such as Iraq and Afghanistan, or other countries throughout the world, will continue to directly or indirectly impact CGP LLC's business and operating results. As a consequence of the threat of terrorist attacks and other acts of war or hostility in the future, premiums for a variety of insurance products have increased, and some types of insurance are no longer available. If any such event were to affect CGP LLC's properties, we would likely be adversely impacted.

Political, economic and military conditions may directly affect CGP LLC's business by impeding its operations or player demand. In particular, a significant portion of the operations and personnel of Playtika, a subsidiary of CIE and the operator of Slotomania, are located in Israel, a country located in a particularly volatile region. CIE also has approximately 270 employees and contractors in Ukraine, a country currently facing political unrest. Any hostilities, or any future armed conflicts, political or economic instability or violence in the Middle East or further disruptions in Ukraine could have a material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and operating results.

In addition, natural and man-made disasters such as major fires, floods, hurricanes, earthquakes and oil spills, or severe or inclement weather affecting the ability of CGP LLC's properties’ customers to travel can have a negative impact on its results of operations. In most cases, we have insurance that covers portions of any losses from a natural disaster, but it is subject to deductibles and maximum payouts in many cases. Although we may be covered by insurance from a natural disaster, the timing of our receipt of insurance proceeds, if any, is out of our control. In some cases, however, we may receive no proceeds from insurance. Additionally, a natural disaster affecting one or more of CGP LLC's properties may affect the level and cost of insurance coverage we may be able to obtain in the future, which may adversely affect our financial position. As our operations depend in part on our customers’ ability to travel, severe or inclement weather can also have a negative impact on our results of operations.

Any violation of the Foreign Corrupt Practices Act or other similar laws and regulations could have a negative impact on us.

CGP LLC is subject to risks associated with doing business outside of the United States, which exposes CGP LLC to complex foreign and U.S. regulations inherent in engaging in a cross-border business and in each of the countries in which CGP LLC and its businesses transacts business. CGP LLC is subject to requirements imposed by the Foreign Corrupt Practices Act ("FCPA") and other anti-corruption laws that generally prohibit U.S. companies and their affiliates from offering, promising, authorizing or making improper payments to foreign government officials for the purpose of obtaining or retaining business. Violations of FCPA and other anti-corruption laws may result in severe criminal and civil sanctions as well as other penalties and the SEC and U.S. Department of Justice have increased their enforcement activities with respect to the FCPA. Policies and procedures and employee training and compliance programs that CGP LLC has implemented to deter prohibited practices may not be effective in prohibiting our employees, contractors or agents from violating or circumventing our policies and the law. If the employees, contractors or agents of Caesars Entertainment, Planet Hollywood, Horseshoe Baltimore, the Acquired Properties and CIE fail to comply with applicable laws or company policies governing its international operations, CGP LLC may face investigations, prosecutions and other legal proceedings and actions which could result in civil penalties, administrative remedies and criminal sanctions. Any determination that we have violated any anti-corruption laws could have a material adverse effect on CGP LLC's financial condition. Compliance with international and U.S. laws and regulations that apply to CGP LLC's international operations increase CGP LLC's cost of doing business in foreign jurisdictions. CGP LLC and its businesses also deal with significant amounts of cash in its operations and are subject to various reporting and anti-money laundering regulations. Any violation of anti-money laundering laws ("AML") or regulations, on which in recent years, governmental authorities have been increasingly focused, with a particular focus on the gaming industry, by any of our resorts could have a negative effect on our results of operations. As an example, a major gaming company recently settled a U.S. Attorney investigation into its AML practices. On October 11, 2013, a subsidiary of Caesars Entertainment received a letter from

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the Financial Crimes Enforcement Network of the United States Department of the Treasury ("FinCEN"), stating that FinCEN is investigating Desert Palace, Inc. (the owner of Caesars Palace) for alleged violations of the Bank Secrecy Act ("BSA") based on a BSA examination of Caesars Palace previously conducted by the Internal Revenue Service to determine whether it is appropriate to assess a civil penalty and/or take additional enforcement action against Caesars Palace. Additionally, Caesars Entertainment has been informed that a federal grand jury investigation related to these matters is on-going. While not the subject of these investigations, we intend to cooperate fully with both the FinCEN and grand jury investigations. Based on proceedings to date, we are currently unable to determine the probability of the outcome of these matters, the range of reasonably possible loss, if any or the extent to which the outcome of these matters will impact our businesses.

Compromises of our information systems or unauthorized access to confidential information or our customers’ personal information could materially harm 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 customers staying at our hotels and enrolling in the Total Rewards loyalty program. We may share this personal and confidential information with vendors or other third parties in connection with processing of transactions, operating certain aspects of our business or for marketing purposes. Our collection and use of personal data are governed by state and federal privacy laws and regulations as well as the applicable laws and regulations in other countries in which we operate. Privacy law is an area that changes often and varies significantly by jurisdiction. We may incur significant costs in order to ensure compliance with the various applicable privacy requirements. In addition, privacy laws and regulations may limit our ability to market to our customers.

We assess and monitor the security of collection, storage and transmission of customer information on an ongoing basis. We utilize commercially available software and technologies to monitor, assess and secure our network. Further, the systems currently used for transmission and approval of payment card transactions, and the technology utilized in payment cards themselves, all of which can put payment card data at risk, are determined and controlled by the payment card industry, not us. Although we have taken steps designed to safeguard our customers’ confidential personal information, our network and other systems and those of third parties, such as service providers, could be compromised by a third-party breach of our system security or that of a third-party provider or as a result by purposeful or accidental actions of third parties, the employees at CGP LLC's properties or those employees of a third party. Advances in computer and software capabilities and encryption technology, new tools and other developments may increase the risk of such a breach. As a result of any security breach, customer information or other proprietary data may be accessed or transmitted by or to a third party. Despite these measures, there can be no assurance that we are adequately protecting our information.

Any loss, disclosure or misappropriation of, or access to, customers’ or other proprietary information or other breach of our information security could result in legal claims or legal proceedings, including regulatory investigations and actions, or liability for failure to comply with privacy and information security laws, 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 have an adverse effect on our financial condition, results of operations and cash flow.

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 any material 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 the Total Rewards loyalty program. A disruption or corruption of the proper functioning of our computer systems or software could cause us to lose data or record erroneous data, which could result in material losses. We cannot guarantee that our efforts to maintain competitive computer systems and software will be successful. Our computer systems and software may fail or be subject to bugs or other errors, resulting in service interruptions or other unintended consequences. If any of these risks materialize, they could have a material adverse effect on our business, financial condition and results of operations.

We, or our subsidiaries, may not be able to protect the intellectual property rights we own or may be prevented from using intellectual property necessary for our business.

We rely primarily on trade secret, trademark, domain name, copyright and contract law to protect the intellectual property and proprietary technology we own. It is possible that third parties may copy or otherwise obtain and use our intellectual property or proprietary technology without authorization or otherwise infringe on our rights. For example, while we have a policy of entering into confidentiality, intellectual property invention assignment and/or non-competition and non-solicitation agreements or restrictions with our independent contractors and business partners, such agreements may not provide adequate protection or may be breached, or our proprietary technology may otherwise become available to or be independently developed by our competitors. Third parties have alleged and may in the future allege that we are infringing, misappropriating or otherwise violating their intellectual property rights. Third parties may initiate litigation against us without warning, or may send

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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 of court 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 our ability to use technology or intellectual property that is material to the operation of our business. Such claims may be made by competitors seeking to obtain a competitive advantage or by other parties, such as entities that purchase intellectual property assets for the purpose of bringing infringement claims. We also periodically employ individuals who were previously employed by our competitors or potential competitors, and we may therefore be subject to claims that 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 the proprietary rights of others or defend against claims of infringement or invalidity. Any such litigation, whether successful or unsuccessful, could result in substantial costs and the diversion of resources and the attention of management. If unsuccessful, such litigation could result in the loss of important intellectual property rights, require us to pay substantial damages, subject us to injunctions that prevent us from using certain intellectual property, require us to make admissions that affect our reputation in the marketplace and require us to enter into license agreements that may not be available on favorable terms or 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 the costs we incur. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

We are or may become involved in legal proceedings that, if adversely adjudicated or settled, could impact our financial condition.

From time to time, we are defendants in various lawsuits or other legal proceedings relating to matters incidental to our business. The nature of our business subjects us to the risk of lawsuits filed by customers, past and present employees, competitors, business partners, Indian tribes and others in the ordinary course of business. As with all legal proceedings, however, no assurance can be provided as to the outcome of these matters and in general, legal proceedings can be expensive and time consuming. We may not be successful in the defense or prosecution of these lawsuits, which could result in settlements or damages that could significantly impact our business, financial condition and results of operations.

Recently, we, CGP LLC, Caesars Entertainment, CEOC and CERP received the Second Lien Holders’ Letter and Caesars Entertainment and CEOC received the First Lien Holders’ Letter. If an action were brought with respect to any of the claims made in these letters and a court were to find in favor of the claimants, such determination could have a material adverse effect on CGP LLC’s business, financial condition, results of operations and prospects and on the ability of the lenders and noteholders to recover on claims under the senior secured credit facilities and the Notes.

Risks Related to CGP LLC’s Interactive Entertainment Business

One game has historically generated the majority of CIE's revenue, and CIE must continue to launch and enhance games that attract and retain a significant number of players in order to grow its revenue and sustain its competitive position.

Historically, CIE has depended on one game for the majority of its revenue and we expect that this dependency will likely continue for the foreseeable future. Specifically, Slotomania accounted for 56% of CIE's social and mobile online game revenue for the three months ended March 31, 2014 and 52% of CIE's total revenue for the three months ended March 31, 2014. CIE's growth depends on its ability to increase interest in its key established game, Slotomania, by continually enhancing the game. Additionally, CIE must launch new games that achieve significant popularity. Each of CIE's games requires significant engineering, marketing and other resources to develop, launch and sustain via regular upgrades and expansions, and such costs on average have increased and are likely to continue to increase in the future. CIE's ability to successfully launch, sustain and expand games and attract and retain players largely depends on its ability to:

• anticipate and effectively respond to changing player interests and preferences;

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

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

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

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

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

• minimize downtime and other technical difficulties; and

• acquire high quality assets, personnel and companies.

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It is difficult to consistently anticipate player demand on a large scale, particularly as CIE develops new games in new markets, including international markets and mobile platforms. If CIE does not successfully launch and sustain games that attract and retain a significant number of players and extend the life of CIE's existing games, it could have a material adverse effect on CIE's, therefore CGP LLC's, business, financial condition and operating results.

If CIE's top game, Slotomania, does not maintain its popularity, CIE’s results of operations could be harmed.

In addition to creating new games that are attractive to a significant number of players, CIE must extend the life of its existing games, in particular its most successful game, Slotomania. For a game to remain popular, CIE must routinely enhance, expand and/or upgrade the game with new features and content that players find attractive. Such enhancement requires the investment of significant resources, integration into new platforms, introduction of new languages, expansion into new jurisdictions and often presents new marketing and other challenges. CIE may not be able to successfully enhance, expand or upgrade CIE's current library of games. Any decrease in the popularity of CIE's social and mobile games, or any other adverse developments relating to CIE's most popular game, Slotomania, could have a material adverse effect on its, and therefore CGP LLC's, business, financial condition and operating results.

CIE relies on a small portion of its total players for nearly all of its revenue from social and mobile games and if CIE fails to grow or sustain its player base, its results of operations could be adversely affected.

Consistent with the social and mobile games business model, only a small portion of CIE’s social and mobile games players pay for virtual goods. During the first quarter of 2014, CIE’s social and mobile games business had approximately 511 thousand average Monthly Unique Payers, or 2.9% of the total number of CIE's average Monthly Unique Users on its social and mobile platforms. In order to sustain and increase CIE's revenue levels, CIE must attract, retain and increase the number of players that are payers. To retain players, CIE must devote significant resources so that the games they play retain their interest and attract them to CIE's other games. If CIE fails to grow or sustain its player base, or if the rates at which CIE attracts and retain players declines or if the average amount of revenue CIE receives from its players declines, it could have a material adverse effect on CIE's, therefore CGP LLC's, business, financial condition and operating results.

The social and mobile games industry is rapidly growing and changing, which makes it difficult to evaluate CIE's business and prospects.

Social and mobile games, from which CGP LLC derived 93.2% of the revenue for the Interactive Entertainment business for the three months ended March 31, 2014, is a rapidly growing and evolving industry. The growth of the industries and the level of demand and market acceptance of CIE's games are subject to a high degree of uncertainty. CIE's future operating results will depend on numerous factors affecting the social and mobile games industry, many of which are beyond CIE's control, including, among others:

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

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

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

• changes in consumer demographics and public tastes and preferences;

• changing laws and regulations affecting social and mobile games;

• the availability and popularity of other forms of entertainment;

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

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

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

CIE has a new business model and a short operating history, which makes it difficult to evaluate its prospects and future financial results and may increase the risk that it will not be successful.

CIE's business was formed in May 2009, and CIE's business changed significantly with the acquisition of Playtika in 2011. Consequently, CIE has a short operating history and a new business model, both of which make it difficult to effectively assess its future prospects. Today, CIE’s business model is largely based on offering games that are free to play on social and

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mobile platforms, regulated online real money gaming in the UK, Nevada and New Jersey and its WSOP sponsorship and licensing businesses. However, we expect CIE's business model to evolve as other states legalize online poker or online gambling. Moreover, to date, CIE's social and mobile games business only earns revenue from a small portion of its players. In addition, CIE's experience in the complex business of online real money gaming is limited. CIE's future prospects are particularly difficult to assess because it has derived the majority of its historical revenue from its acquisition of Playtika in 2011. You should consider CIE's business and prospects in light of the challenges it faces, any one, or the combination, of which could have material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and operating results.

The low barriers to entry and intense competition that characterizes the social and mobile games industry could have an adverse effect on CIE's, and therefore CGP LLC's, business financial condition and results of operations.

The social and mobile games industry has low barriers to entry and we expect more companies to enter the sector and a wider range of social and mobile games to be introduced. The industry is also highly competitive. CIE's competitors that develop social and mobile games vary in size and include publicly traded companies such as Zynga Inc. ("Zynga"), Glu Mobile, International Game Technology ("IGT'), Electronic Arts and Midasplayer.com Limited, operators of King.com, Ltd. ("King"). In addition, online game developers and distributors who are primarily focused on specific international markets, such as Tencent Holdings Limited in Asia, and high-profile companies with significant online presences that to date have not developed social and mobile games, such as Amazon.com, Inc., Apple Inc., Facebook, Google Inc. ("Google"), Microsoft and Yahoo! Inc., may decide to develop social and mobile games in the future. Some of these current and potential competitors have significant resources for developing or acquiring additional games, may be able to incorporate their own highly recognized brands and assets into their games, have a more diversified set of revenue sources than CIE currently does and may be less severely affected by changes in consumer preferences, regulations or other developments that may impact the social and mobile games industry. As CIE continues to devote significant resources to developing games for social and mobile platforms, CIE will face significant competition from established companies that may have far greater experience than CIE, including Zynga and Electronic Arts. Moreover, there exists in the social and mobile games industry a significant "first mover" advantage. CIE's ability to compete effectively in respect to a particular style of game may be premised on introducing a game in that style before CIE's competitors. We cannot assure you that CIE will be able to continue to compete effectively or that CIE will be capable of maintaining or further increasing its current market share. CIE's failure to compete successfully in its various markets could have a material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and results of operations.

If CIE fails to effectively manage its growth, CIE's, and therefore CGP LLC's, business and operating results could be harmed.

CIE continues to experience rapid growth in its headcount and operations, which will continue to place significant demands on its management and operational, financial and technological infrastructure. As of March 31, 2014, approximately 50% of CIE's employees had been with CIE for less than one year and approximately 85% for less than two years. Moreover, a number of the individuals CIE relies on for its operations are consultants, not full-time employees on CIE's payroll. As CIE continues to grow, it must expend significant resources to identify, hire, integrate, develop and motivate a large number of qualified employees. If CIE fails to effectively manage its hiring needs and successfully integrate its new hires, CIE's ability to continue launching new games and enhance existing games could suffer.

To effectively manage the growth of CIE's business and operations, it will need to continue spending significant resources to improve its technology infrastructure, its operational, financial and management controls, and its reporting systems and procedures by, among other things:

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

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

• appropriately documenting CIE's information technology systems and business processes.

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

CIE's growth prospects will suffer if it is unable to develop successful games for new and emerging platforms.

We expect CIE to devote substantial resources to the development of its social online and mobile games on new and emerging platforms, and its limited experience makes it difficult to know whether CIE will succeed in developing such games that appeal to players or advertisers on such new and emerging platforms. The uncertainties CIE faces include:

• its experience in developing social games for use primarily on Facebook and Apple iOS may not be relevant for developing games for new and emerging platforms;

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

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

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

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

These and other uncertainties make it difficult to know whether CIE will succeed in developing commercially viable games for new and emerging social and mobile platforms. If CIE does not succeed in doing so, it could have a material adverse effect on its, therefore CGP LLC's, business, financial condition and operating results.

If CIE is unable to maintain a good relationship with Facebook, Apple and/or Google, or if Facebook, Apple or Google were to change their respective terms of service in ways unfavorable to CIE, CIE's business may suffer.

Facebook, Apple iOS and Android are significant distribution, marketing, promotion and payment platforms for CIE's games. During the first quarter of 2014, CIE generated approximately 96% of its social and mobile games revenue and 91% of its social and mobile games users through the Facebook, Apple iOS and Android platforms and we expect CIE to continue to do so for the foreseeable future. CIE is subject to Facebook's, Apple's and Google's respective standard terms and conditions for application developers, which govern the promotion, distribution and operation of games and other applications on the Facebook, Apple iOS and Android platforms.

CIE has benefited from Facebook's, Apple's and Google's strong brand recognition and large user bases. If Facebook, Apple iOS and/or Google loses its market position or otherwise falls out of favor with Internet users, CIE would need to identify alternative channels for marketing, promoting and distributing CIE's social and mobile games, which would consume substantial resources and may not be effective. In addition, Facebook, Apple and Google each have broad discretion to change their respective terms of service and other policies, without CIE's consent and without notice, with respect to CIE and other developers, and those changes may be unfavorable to CIE. Facebook, Apple and/or Google may also change their respective fee structures, add fees associated with access to and use of the Facebook, Apple iOS and Android platforms, change how the personal information of their respective users is made available to application developers on the Facebook, Apple iOS or Android platforms, restrict how Facebook, Apple iOS or Android users can share information with friends on their respective platforms, restrict or discontinue access for consumers from certain countries, discontinue or limit access to their respective platforms by CIE and other game developers or develop their own competitive offerings. If any of these events were to materialize, it could have a material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and operating results.

The loss of the services of key personnel at CIE could have a material adverse effect on its business.

The leadership of CIE's chief executive officer, Mitch Garber, and other executive officers has been a critical element of its success. The death or disability of Mitch Garber or other extended or permanent loss of his services, or any negative market or industry perception with respect to him or arising from his loss, could have a material adverse effect on CIE's, therefore CGP LLC’s, business. CIE's other executive officers and other members of senior management, including Robert Antokol, co-founder of Playtika, have substantial experience and expertise in the social and mobile games industry and have made significant contributions to CIE's growth and success. The unexpected loss of services of one or more of these individuals could have a material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and operating results. CIE is not protected by key man or similar life insurance covering members of its senior management. CIE has employment agreements with certain of its executive officers, but these agreements do not guarantee that any given executive will remain with CIE.

If CIE is unable to attract, retain and motivate employees, it may not be able to compete effectively and may not be able to successfully expand its businesses.

CIE's success and ability to grow are dependent, in part, on its ability to hire, retain and motivate sufficient numbers of talented people, with the increasingly diverse skills needed to serve and expand its business. Such employees, particularly game designers, product managers and engineers, are in high demand, and CIE devotes significant resources to identifying, hiring, training, integrating and retaining these employees. These efforts place significant demands on CIE's resources. Historically, CIE has hired a number of key personnel through strategic acquisitions, such as our acquisition of Playtika, and as competition with other social and mobile games companies increases, CIE may incur significant expenses in continuing this practice. The inability to attract qualified employees in sufficient numbers to meet particular demands or the loss of a significant number of CIE's employees could have a material adverse effect on CIE's, therefore CGP LLC’s, business, financial condition and operating results.

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Expansion into international markets is important for CIE's growth, and as CIE expands internationally it faces additional business, political, regulatory, operational, financial and economic risks, any of which could increase its costs and hinder its growth.

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

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

• challenges caused by distance, language and cultural differences;

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

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

• protecting and enforcing CIE's intellectual property rights;

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

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

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

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

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

• credit risk and higher levels of payment fraud;

• currency exchange rate fluctuations;

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

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

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

• political, economic and social instability.

Entering new international markets can be expensive, CIE's ability to successfully gain market acceptance in any particular market is uncertain and the distraction of CIE's senior management team could mean that it is unable to capitalize on other strategic opportunities. If CIE is unable to successfully expand into new international markets, it could have a material adverse effect on CIE's, therefore CGP LLC's, business, financial condition and operating results.

The value of CIE's virtual goods is highly dependent on how CIE manages the economies in its games. If CIE fails to manage its game economies properly, its business may suffer.

Players from whom CIE derives revenue purchase virtual goods in CIE's games because of the perceived value of these goods, which is dependent on the relative ease of securing an equivalent good via non-paid means within the game. The perceived value of these virtual goods can be impacted by various actions that CIE takes in the games, including offering discounts for virtual goods, giving away virtual goods in promotions or providing easier non-paid means to secure these goods. If CIE fails to manage its virtual economies properly, players may be less likely to purchase virtual goods, which could have a material adverse effect on its, and therefore CGP LLC's business, financial condition and operating results.

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The proliferation of hacking, security breaches, computer malware, "cheating" programs and scam offers that seek to exploit CIE's games and players affects the game-playing experience and may lead players to stop playing CIE's games.

Security breaches, computer malware and computer hacking attacks have become more prevalent in CIE's industry and may occur on its systems in the future. Because of CIE’s prominence in the social and mobile game industry, CIE's affiliation with one of the largest gaming entertainment companies in the world, and because of the prominence of the brands CIE uses in its businesses, including Caesars, WSOP, Slotomania and Bingo Blitz, we believe CIE is a particularly attractive target for hackers. Though it is difficult to determine what harm may exactly result from any specific interruption or breach, any failure to maintain performance, reliability, security and availability of CIE's network infrastructure to the satisfaction of its players may harm CIE's reputation and its ability to retain existing players and attract new players. CIE is particularly exposed to these risks in its online real money gaming business where players place an especially high value on the proper functioning of CIE's games. Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses could have a material adverse effect on CIE's, and therefore CGP LLC's business, financial condition and operating results.

Unrelated third parties have developed, and may continue to develop, "cheating" programs and activities that enable players to exploit CIE's games, play them in an automated way or obtain unfair advantages over other players who do play fairly, including through the unauthorized sale of CIE’s virtual goods. These programs and activities harm the experience of players who play fairly and may disrupt the real money operations and virtual economies of CIE's games. CIE devotes significant resources to discover and disable these programs and activities, but if CIE is unable to do so quickly its operations may be disrupted, its reputation damaged and players may stop playing its games. This may lead to lost revenue from paying players, increased cost of developing technological measures to combat these programs and activities, legal claims relating to the diminution in value of CIE's real money gaming credits, virtual currency and increased customer service costs needed to respond to dissatisfied players.

CIE is subject to payment-related risks, such as risk of fraudulent use of credit or debit cards, which could have adverse effects on CIE's business or results of operations due to unusually large or frequent chargebacks from customers.

CIE accepts payments using a variety of methods, including PayPal, credit and debit cards. As CIE continues to introduce new payment options to its players, CIE may be subject to additional regulatory and compliance requirements. CIE also may be subject to the risk of fraudulent use of credit or debit cards, or other payment options. For certain payment methods, including credit and debit cards, CIE pays interchange and other fees, which may increase over time and, therefore, raise operating costs and reduce profitability. CIE relies on third parties to provide payment processing services and it could disrupt CIE’s business if these companies become unwilling or unable to provide these services to CIE. CIE is also subject to rules and requirements governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for CIE to comply. If CIE fails to comply with these rules or requirements, CIE may be subject to fines and higher transaction fees and lose its ability to accept PayPal, credit card, debit card, or other payments from consumers which could have a material adverse effect on its, and therefore CGP LLC's business, financial condition and operating results. In addition, depending on the merchant category code assigned to CIE by the credit card associations, especially for its online real money gaming business, CIE may be subject to a higher percentage of declined transactions which could reduce the amount of money deposited.

Chargebacks occur when customers seek to void credit card or other payment transactions. Cardholders are intended to be able to reverse card transactions only if there has been unauthorized use of the card or the services contracted for have not been provided. In CIE’s business, players occasionally seek to reverse their online real money gaming losses or purchases of virtual goods through chargebacks. Although CIE places great emphasis on control procedures to protect from chargebacks, these control procedures may not be sufficient to protect CIE from adverse effects on its business or results of operations due to unusually large or frequent chargebacks.

Programming errors or flaws in CIE's social and mobile games, or on its regulated online real money gaming websites, could harm CIE's reputation or decrease market acceptance of CIE's games, which could have a material adverse effect on its, and therefore CGP LLC's, business, financial condition and operating results.

CIE’s social and mobile games, and its regulated online real money gaming websites, may contain errors, bugs, flaws or corrupted data, and these defects may only become apparent after their launch, particularly as CIE launches new games and rapidly releases new features to existing games under tight time constraints. We believe that if CIE's players have a negative experience with its games, they may be less inclined to continue or resume playing CIE's games or recommend its games to other potential players. Undetected programming errors, game defects and data corruption can disrupt CIE's operations, adversely affect the game experience of CIE's players by allowing players to gain unfair advantage, harm CIE’s reputation, cause CIE's players to stop playing its games, divert CIE's resources and delay market acceptance of CIE's games, any of which could have a material adverse effect on its, and therefore CGP LLC's, business, financial condition and operating results.

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Companies and governmental agencies may restrict access to Facebook, CIE's websites or the internet generally, which could lead to the loss or slower growth of CIE's player base.

CIE's online players need to access the Internet to play CIE's games. Companies and governmental agencies could block access to the Internet generally or the particular platform on which a player wishes to play CIE's games (e.g., Facebook) for a number of reasons such as security or confidentiality concerns or regulatory reasons, or they may adopt policies that prohibit employees from accessing Facebook, CIE's website, CIE's online gaming websites or other social platforms for work related efficiency reasons. For example, the government of the People’s Republic of China has blocked access to Facebook in China and, according to an article in The Wall Street Journal, Proctor & Gamble recently implemented a policy restricting employee access to a number of popular entertainment websites. If companies or governmental entities block or limit access to Facebook, CIE's website, CIE's online gaming websites or otherwise adopt policies restricting players from playing CIE's games, it could have a material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and operating results.

Evolving regulations concerning data privacy may result in increased regulation and different industry standards, which could prevent CIE from providing its current games to its players or require CIE to modify its games, thereby harming its business.

The regulatory framework for privacy issues worldwide is currently in flux and is likely to remain so for the foreseeable future. Practices regarding the collection, use, storage, transmission and security of personal information by companies operating over the Internet and mobile platforms have recently come under increased public scrutiny. The U.S. government, including the Federal Trade Commission and the Department of Commerce, has announced that it is reviewing the need for greater regulation for the collection of information concerning consumer behavior on the Internet, including regulation aimed at restricting certain targeted advertising practices. In addition, the European Union is in the process of proposing reforms to its existing data protection legal framework, which may result in a greater compliance burden for companies with users in Europe. Various government and consumer agencies have also called for new regulation and changes in industry practices.

CIE's business, including its ability to operate and expand internationally, could be adversely affected if laws or regulations are adopted, interpreted or implemented in a manner that is inconsistent with CIE's current business practices and that require changes to these practices, the design of CIE's website, games, features or its privacy policy. In particular, the success of CIE's business has been, and we expect will continue to be, driven by CIE's ability to responsibly use the data that CIE's players share with it. Therefore, CIE's business could be harmed by any significant change to applicable laws, regulations or industry practices regarding the use or disclosure of data CIE's players choose to share with it, or regarding the manner in which the express or implied consent of consumers for such use and disclosure is obtained. Such changes may require CIE to modify its games and features, possibly in a material manner, and may limit CIE's ability to develop new games and features that make use of the data that CIE's players voluntarily share with it.

CIE's business is subject to a variety of other U.S. and foreign laws, many of which are unsettled and still developing and which could subject CIE to claims or otherwise harm its business.

It is possible that a number of laws and regulations may be adopted or construed to apply to CIE in the United States and elsewhere that could restrict the social and mobile industry, including player privacy, advertising, taxation, content suitability, copyright, distribution and antitrust. For example, certain jurisdictions in the United States and elsewhere may deem CIE's social and mobile games to be gambling or marketing gambling to underage persons and therefore in violation of the laws of such jurisdictions. Furthermore, the growth and development of electronic commerce and virtual goods may prompt calls for more stringent consumer protection laws that may impose additional burdens on companies such as CIE conducting business through the Internet and mobile devices. We anticipate that scrutiny and regulation of CIE's industry will increase and that CIE will be required to devote legal and other resources to address such regulation. For example, existing laws or new laws regarding the regulation of currency and banking institutions may be interpreted to cover real money gaming credits, virtual currency or virtual goods. If that were to occur CIE may be required to seek licenses, authorizations or approvals from relevant regulators, the granting of which may be dependent on CIE meeting certain capital and other requirements and CIE may be subject to additional regulation and oversight, all of which could significantly increase CIE’s operating costs. Changes in current laws or regulations or the imposition of new laws and regulations in the United States or elsewhere regarding these activities may lessen the growth of social or mobile games or online real money gaming services and impair CIE's, and therefore CGP LLC's, business, financial condition, and operating results.

Any failure to protect CIE's trademarks or other intellectual property could have a negative impact on the value of CIE's brand names and adversely affect its business.

The development of intellectual property is part of CIE’s overall business strategy and CIE regards its intellectual property to be an important element of its success. For example, CIE owns and manages the WSOP tournaments and circuit, and CIE licenses or sublicenses trademarks for a variety of products and businesses related to this brand. CIE also owns the Slotomania brand. CIE seeks to establish and maintain its proprietary rights in its business operations and technology through the use of patents, copyrights, trademarks and trade secret laws. CIE files applications for and obtains copyrights and trademarks

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in the United States and in foreign countries where CIE believes filing for such protection is appropriate. CIE also seeks to maintain its trade secrets and confidential information by nondisclosure policies and through the use of appropriate confidentiality agreements. Despite CIE's efforts to protect its proprietary rights, parties may infringe its copyrights and trademarks and use information that CIE regards as proprietary and CIE’s rights may be invalidated or unenforceable. In addition, parties may challenge CIE's copyright or trademark applications in the United States or other jurisdictions. The laws of some foreign countries do not protect proprietary rights to as great an extent as do the laws of the United States. Monitoring the unauthorized use of CIE's intellectual property is difficult. Litigation may be necessary to enforce CIE's intellectual property rights or to determine the validity and scope of the proprietary rights of others. Litigation of this type could result in substantial costs and diversion of CIE's resources. The unauthorized use or reproduction of CIE's trademarks could diminish the value of its brand and its market acceptance, competitive advantages or goodwill, which could have a material adverse effect on CIE's, therefore CGP LLC's, business, financial condition and operating results.

In the future, it is possible that CIE will face allegations that it has infringed the trademarks, copyrights, patents and other intellectual property rights of third parties, including from its competitors, non-practicing entities and former employers of its personnel. Patent and other intellectual property litigation may be protracted and expensive, and the results are difficult to predict. As the result of any court judgment or settlement, CIE may be obligated to cancel the launch of a new game, stop offering certain features, pay royalties or significant settlement costs, purchase licenses or modify its games and features while it develops substitutes.

The Leahy-Smith America Invents Act (the "Leahy-Smith Act"), was adopted in September 2011. The Leahy-Smith Act includes a number of significant changes to United States patent law, including provisions that affect the way patent applications will be prosecuted and may also affect patent litigation. The United States Patent and Trademark Office is currently developing regulations and procedures to govern administration of the Leahy-Smith Act, and many of the substantive changes to patent law associated with the Leahy-Smith Act did not become effective until up to 18 months after its enactment. Accordingly, it is not clear what, if any, impact the Leahy-Smith Act will have on the operation of CIE's business. However, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of CIE's patent applications and the enforcement or defense of its issued patents, all of which could harm its business.

CIE's business strategy is premised, in part, on the legalization of online real money gaming in the United States and its ability to predict and capitalize on any such legalization.

In the last few years, California, Florida, Pennsylvania, New York, Mississippi, Hawaii, Massachusetts, Iowa, Illinois, Washington D.C. and the Federal government have considered legislation that would legalize online real money gaming. To date, only Nevada, Delaware and New Jersey have enacted such legislation. If a large number of additional states or the Federal government fail to enact online real money gaming legislation or CIE is unable to obtain the necessary licenses to operate online real money gaming websites in United States jurisdictions where such games are legalized, CIE's future growth could be materially impaired as CIE would be limited to offering online real money gaming to players in jurisdictions outside the United States where legal. In addition, states or the Federal government may legalize online real money gaming in a manner that is unfavorable to CIE. For example, several states and the Federal government are considering draft laws that require online casinos to also have a license to operate a brick-and-mortar casino, either directly or indirectly through an affiliate. If, like Nevada and New Jersey, U.S. jurisdictions enact legislation legalizing real money casino gaming subject to this brick-and-mortar requirement, CIE may be unable to offer online real money gaming in such jurisdictions if CIE is unable to establish an affiliation with a brick-and-mortar casino in such jurisdiction. If, however, legislation is enacted legalizing real money casino gaming without this requirement, CIE would lose its advantage over some of its potential competitors that do not have an affiliate with a brick-and-mortar casino operation. The loss of this or other similar advantages CIE receives as an affiliate of Caesars Entertainment could materially impair its ability to grow its online real money gaming business in the future.

There also exists in the online real money gaming industry a significant "first mover" advantage. CIE's ability to compete effectively in respect of a particular style of online real money gaming in the United States may be premised on introducing a style of gaming before its competitors. CIE's failure to do so could materially impair its ability to grow its online real money gaming business in the future.

In addition to the risk that online real money gaming will be legalized in a manner unfavorable to CIE, CIE may fail to accurately predict when online real money gaming will be legalized in significant jurisdictions. The legislative process in each U.S. state and at the Federal level is unique and capable of rapid, often unpredictable change. If CIE fails to accurately forecast when and how, if at all, online real money gaming will be legalized in additional U.S. jurisdictions, such failure could impair CIE's readiness to introduce online real money gaming offerings in such jurisdictions, which could have a material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and operating results.

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Nevada, Delaware and New Jersey are the only U.S. jurisdictions that have affirmatively legalized online real money gaming and are small jurisdictions that may not yield significant revenue.

Nevada, Delaware and New Jersey are the only U.S. jurisdictions that have enacted legislation legalizing online real money gaming. Both Nevada and Delaware are relatively small jurisdictions in terms of population compared to the rest of the United States and there may be significant competition for online real money gaming in these jurisdictions, and as a result, CIE may not be able to obtain a significant amount of revenue in these jurisdictions.

Individuals may seek to participate in online real money gaming in jurisdictions where it is illegal. If CIE is unsuccessful in blocking such individuals, CIE may suffer legal penalties or an impairment of its ability to offer online real money gaming in general.

Individuals in jurisdictions in which online real money gaming is illegal may nonetheless seek to engage CIE's online real money gaming offerings. While CIE will take steps to block access by individuals in such jurisdictions, those steps may be unsuccessful. In the event that individuals in jurisdictions in which online real money gaming is illegal engage CIE's online real money gaming offerings, CIE may be subject to criminal sanctions, regulatory penalties, the loss of existing or future licenses necessary to offer online real money gaming or other legal liabilities, any one of which could have a material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and operating results. For example, gambling laws and regulations in many jurisdictions require gaming industry participants to maintain strict compliance with various laws and regulations. If CIE is unsuccessful in blocking access to its online real money gaming offerings by individuals in a jurisdiction where such offerings are illegal, CIE could lose or be prevented from obtaining a license necessary to offer online real money gaming in a jurisdiction in which such offerings are legal and CGP LLC's other gaming licenses may be materially impacted.

Social and mobile games may become subject to regulation or prohibition in certain jurisdictions, which could increase CIE's compliance costs or limit the number of jurisdictions in which CIE is able to offer social and mobile games.

Certain jurisdictions may seek to regulate social and mobile games. For example, the UK Gambling Commission publicly indicated that it will consider whether to regulate social and mobile games in the future after considering the issues of consumer protection. Under recent proposed legislation in Australia, certain online social games with a paid-for element would fall under the Interactive Gambling Act, and by being considered gambling would be at risk of outright ban. Thus far, in considering whether regulation or restriction is necessary, most jurisdictions have been interested in understanding the games and whether they constitute gambling under their laws or otherwise require regulation to protect the consumer. If the UK, Australia, or another jurisdiction important to CIE's social and mobile games business regulates or restricts the business, it could have material impacts on how we market our product, on the cost of associated with  compliance with such regulation or, depending on the nature of the regulation, CIE could be prohibited from providing social and mobile games, all of which could have material adverse impacts  on CIE's, and therefore CGP LLC's, business, financial condition and operating results.

CIE is dependent on a small number of third parties for its online real money gaming platforms.

CIE contracts with a small number of third-party partners to develop, launch, maintain and operate its software platforms for online real money gaming, including its relationship with 888 poker software ("888") and Amaya. In addition, CIE enters into license agreements and pays license fees for certain intellectual property rights for the development, launch, maintenance and operation of CIE's real money gaming services. If, in the future, these third parties choose not to provide such services or licenses to CIE on terms acceptable to it, CIE will have to seek alternative means of securing comparable services or licenses, which may be on terms that are not as favorable as the current terms. With respect to CIE's platforms for online real money gaming, the termination of these services or licenses by any of these third parties could delay the launch of CIE's real money online poker operations in the United States if such operations are legalized. For example, if CIE's agreement with 888 related to online gaming services in the United States were to be breached, CIE would not be able to offer online poker in Nevada and/or New Jersey. The occurrence of such events could have a material adverse effect on CIE's, and therefore CGP LLC's, business, financial condition and operating results.

Recent changes in U.S. tax laws, the enactment of future legislation implementing changes in the U.S. taxation of international business activities, a change in the application of the tax laws of various jurisdictions or the adoption of other tax reform policies could materially impact CIE's financial position and results of operations.

Recent changes to U.S. tax laws, including limitations on the ability of taxpayers to claim and utilize foreign tax credits and the deferral of certain tax deductions until earnings outside of the United States are repatriated to the United States, as well as changes to U.S. tax laws that may be enacted in the future, could impact the tax treatment of CIE’s foreign earnings. The Obama administration has made public statements indicating that it has made international tax reform a priority, and key members of the U.S. Congress have conducted hearings and proposed legislation in the past that addresses several international tax issues. Due to the large and expanding scale of CIE's international business activities, any changes in the U.S. taxation of such activities may increase CIE's worldwide effective tax rate and harm CIE's, and therefore CGP LLC's, financial position and

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results of operations. Additionally, any increase or changes in taxes in other countries where CIE has significant operations, such as Israel, could harm CIE's, and therefore CGP LLC's, financial position and results of operations.

Moreover, CIE's corporate structure and intercompany arrangements, including the manner in which CIE develops and uses its intellectual property and the transfer pricing of its intercompany transactions, are intended to provide CIE worldwide tax efficiencies. The application of the tax laws of various jurisdictions, including the United States, to CIE’s international business activities is subject to interpretation and depends on CIE’s ability to operate its business in a manner consistent with its corporate structure and intercompany arrangements. The taxing authorities of the jurisdictions in which CIE operates may challenge CIE’s methodologies for valuing developed technology or intercompany arrangements, including CIE’s transfer pricing, or determine that the manner in which CIE operates its business is not consistent with the manner in which CIE reports its income to the jurisdictions, which could increase CIE’s worldwide effective tax rate and harm its, and therefore CGP LLC's, financial position and results of operations.

CIE is no longer a member of Caesars Entertainment's consolidated group for U.S. federal income tax purposes, which will trigger intercompany gains between CIE and Caesars Entertainment or other members of Caesars Entertainment's consolidated group. CIE could be liable for taxes owed by Caesars Entertainment for periods prior to the date CIE became deconsolidated including with respect to the intercompany gains.

Following the closing of the Rights Offering as defined in Item 1 - Business of our Annual Report on Form 10-K for the year ended December 31, 2013, Caesars Entertainment no longer owns 80% or more of the common stock of CIE, and therefore, under U.S. federal income tax laws, CIE ceased to be a member of Caesars Entertainment’s consolidated group for U.S. federal income tax purposes. The triggering of deferred intercompany gains between CIE and Caesars Entertainment or other members of Caesars Entertainment’s consolidated group resulted in the realization of a gain for Caesars Entertainment with respect to the WSOP assets that CIE acquired from CEOC and its subsidiaries.

After its deconsolidation from Caesars Entertainment’s consolidated group, CIE is the parent of a new consolidated group for U.S. federal income tax purposes. Pursuant to the terms of the tax matters agreement between CIE and Caesars Entertainment (the "Tax Matters Agreement"), however, CIE may be required to make payments to Caesars Entertainment in respect of taxes owed by Caesars Entertainment for periods prior to the date CIE became deconsolidated. In addition, under U.S. federal income tax laws, each member of a consolidated group is liable for the consolidated group’s entire tax obligation. Therefore, to the extent that Caesars Entertainment, or other members of Caesars Entertainment’s consolidated group, fail to make any U.S. federal income tax payments required by law attributable to periods during which CIE was a member of Caesars Entertainment’s consolidated group, CIE could be liable for the shortfall. Similar principles may apply for foreign, state or local income tax purposes where CIE filed combined, consolidated or unitary returns with Caesars Entertainment or its subsidiaries for foreign, state or local income tax purposes.

Risks Related to CGP LLC's Casino Properties and Developments Business

CGP LLC's Casino Properties and Developments business is particularly sensitive to reductions in discretionary consumer spending resulting from downturns in the economy, the volatility and disruption of the capital and credit markets, adverse changes in the global economy and other factors which could negatively impact our financial performance and our ability to access financing.

Changes in discretionary consumer spending or consumer preferences are driven by factors beyond CGP LLC's control, such as perceived or actual general economic conditions; high energy, fuel and other commodity costs; the cost of travel; the potential for bank failures; a soft job market; an actual or perceived decrease in disposable consumer income and wealth; fears of recession and changes in consumer confidence in the economy; and terrorist attacks or other global events. CGP LLC's Casino Properties and Developments business is particularly susceptible to any such changes because Planet Hollywood offers, and we expect that the Maryland Joint Venture will offer, a highly discretionary set of entertainment and leisure activities and amenities. If discretionary consumer spending declines, then CGP LLC's results of operations will be adversely impacted.

The continuing economic downturn and adverse conditions in the local, regional, national and global markets have negatively affected CGP LLC and may continue to negatively affect CGP LLC in the future. During periods of economic contraction, CGP LLC's revenues may decrease while some of its costs remain fixed or even increase, resulting in decreased earnings. In addition, CGP LLC may also be unable to find additional cost savings to offset any decrease in revenues. Even an uncertain economic outlook may adversely affect consumer spending in CGP LLC's gaming operations and related facilities, as consumers spend less in anticipation of a potential economic downturn.

Theoretical win rates for CGP LLC's casino operations depend on a variety of factors, some of which are beyond its control.

The gaming industry is characterized by an element of chance. Accordingly, theoretical win rates are employed to estimate what a certain type of game, on average, will win or lose in the long run.  In addition to the element of chance, theoretical win rates are also affected by the spread of table limits and factors that are beyond CGP LLC's control, such as a

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player’s skill and experience and behavior, the mix of games played, the financial resources of players, the volume of bets placed and the amount of time players spend gambling. As a result of the variability in these factors, the actual win rates at the casino may differ from the theoretical win rates and could result in the winnings of CGP LLC's gaming customers exceeding those anticipated. The variability of these factors, alone or in combination, have the potential to negatively impact our actual win rates, which may adversely affect CGP LLC's business, financial condition, results of operations and cash flows.

Our business is particularly sensitive to energy prices and a rise in energy prices could harm our operating results.

We are a large consumer of electricity and other energy and, therefore, higher energy prices may have an adverse effect on our results of operations. Accordingly, increases in energy costs may have a negative impact on our operating results. Additionally, higher electricity and gasoline prices which affect our customers may result in reduced visitation to our resorts and a reduction in our revenues. We may be indirectly impacted by regulatory requirements aimed at reducing the impacts of climate change directed at up-stream utility providers, as we could experience potentially higher utility, fuel, and transportation costs.

Work stoppages and other labor problems could negatively impact our future profits.

Some of the employees at CGP LLC's properties are represented by labor unions. A lengthy strike or other work stoppage at one of CGP LLC's properties could have an adverse effect on our business and results of operations. From time to time, we have also experienced attempts to unionize certain of our non-union employees, and we cannot provide any assurance that we will not experience additional union activity in the future. There has been significant union activity in a number of jurisdictions in which we operate, including Las Vegas and, if the Contemplated Transaction is consummated, in Louisiana. For example, segments of the workforce at The Quad and Harrah’s New Orleans recently opted to be represented by the Culinary Union. If this activity further affects our workforce, it could negatively impact our profits.

CGP LLC's casino operations extend credit to its customers and may not be able to collect gaming receivables from its credit players.

Planet Hollywood and the properties subject to the Transaction Agreement conduct, and Horseshoe Baltimore is expected to conduct, its gaming activities on a credit basis as well as a cash basis, which credit is unsecured. Table games players typically are extended more credit than slot players, and high stakes players are typically extended more credit than patrons who tend to wager lower amounts. High-end gaming is more volatile than other forms of gaming, and variances in win-loss results attributable to high-end gaming may have a significant positive or negative impact on cash flow and earnings in a particular quarter.

Planet Hollywood extends credit to those customers whose level of play and financial resources warrant, in the opinion of Planet Hollywood’s management, an extension of credit. These receivables could have a significant impact on our results of operations if deemed uncollectible.

We cannot assure you that we will be able to retain our performers and other entertainment offerings on acceptable terms or at all.

CGP LLC's properties’ entertainment offerings are only under contract for a limited time. For example, our contract with Britney Spears is set to expire, subject to certain termination rights, in December 2015. 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 third parties which we depend on for CGP LLC's properties’ entertainment offerings may become incapable or unwilling to provide their services at the level agreed upon or at all. These and other of our entertainment offerings draw customers to CGP LLC's properties and are a significant source of our revenue.

Furthermore, CGP LLC's properties are managed by subsidiaries of CEOC, which also manage other properties owned by Caesars Entertainment and its other subsidiaries, and our entertainment offerings will be determined by these management companies and not by us. If we are unable to retain our resident performers or engage replacement performers of comparable popularity on acceptable terms, or if the third parties on which we depend to determine and negotiate contracts for CGP LLC's properties’ entertainment offerings were to become incapable or unwilling to provide their services at the level agreed upon or at all, we may suffer a decline in visitors to CGP LLC's properties and a loss of profits. We also rely on other third parties to manage other entertainment offerings at CGP LLC's properties, including certain of the nightclubs, bars and restaurants. For example, the nightclub/poolclub at The Cromwell, which we anticipate will be a significant attraction to that complex, will be managed by a third party. If the manager of the club becomes incapable or unwilling to manage it at the agreed upon levels, the number of guests visiting The Cromwell may decrease, which would have a negative impact on our results of operations at that property.

We face the risk of fraud and cheating.

Casino gaming customers may attempt or commit fraud or cheat in order to increase winnings. Acts of fraud or cheating could involve the use of counterfeit chips or other tactics, possibly in collusion with the employees of CGP LLC's casinos. Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staff, floor managers

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or other casino or gaming area staff. Failure to discover such acts or schemes in a timely manner could result in losses in gaming operations. In addition, negative publicity related to such schemes could have an adverse effect on CGP LLC's reputation, potentially causing a material adverse effect on CGP LLCs business, financial condition, results of operations and cash flows.

If we are unable to effectively compete against our competitors, our profits will decline.

The gaming industry is highly competitive and CGP LLC's competitors vary considerably in size, quality of facilities, number of operations, brand identities, marketing and growth strategies, financial strength and capabilities, and geographic diversity. CGP LLC also competes with other non-gaming resorts and vacation areas, and with various other entertainment businesses. Competitors in each market that we participate may have greater financial, marketing, or other resources than CGP LLC do, and there can be no assurance that they will not engage in aggressive pricing action to compete with CGP LLC. Although we believe CGP LLC is currently able to compete effectively in each of the various markets in which we participate, we cannot ensure that CGP LLC will be able to continue to do so or that they will be capable of maintaining or further increasing their current market share. CGP LLC's failure to compete successfully in their various markets could adversely affect their business, financial condition, results of operations, and cash flow.

Our business may be adversely impacted by the additional gaming and room capacity in Nevada and Louisiana and by the initiation and growth of online gaming in Nevada, Louisiana and other states. In addition, our operations located in Louisiana may be adversely impacted by the expansion of gaming in Mississippi and the Gulf Coast, and our operations located in Nevada may be adversely impacted by the expansion of gaming in California. In recent years, many casino operators have been reinvesting in existing markets to attract new customers or to gain market share, thereby increasing competition in those markets. As companies have completed new expansion projects, supply has typically grown at a faster pace than demand in some markets, including Las Vegas, CGP LLC's largest market, and competition has increased significantly. For example, CityCenter, a large development of resorts and residences, opened in December 2009, SLS Las Vegas, a 1,600 room hotel and casino, is expected to open in Fall 2014 on the northern end of the Strip near Circus Circus, and the Genting Group has announced plans to develop a 3,500 room hotel and 175,000 square foot casino called Resorts World Las Vegas, which is expected to open in 2016 on the northern end of the Strip near Circus Circus. Also, in response to changing trends, Las Vegas operators have been focused on expanding their non-gaming offerings, including upgrades to hotel rooms, new food and beverage offerings, and new entertainment offerings. MGM has announced plans for The Park, which includes a new retail and dining development on the land between New York-New York and Monte Carlo, a renovation of the Strip-front facades of both resorts and a new 20,000 seat indoor arena for sporting events and concerts operated by AEG. Construction of The Park is expected to be complete in 2014, with the arena expected to be complete in 2016. Additionally, SkyVue, a proposed 500-foot observation wheel, has been in construction since 2012. There have also been proposals for other large scale non-gaming development projects in Las Vegas by various other developers, including other arenas, observation wheels and a roller coaster, however, there are no details as to when or if these projects will be complete. The expansion of existing casino entertainment properties, the increase in the number of properties and the aggressive marketing strategies of many of CGP LLC's competitors have increased competition in many markets in which they operate, and this intense competition is expected to continue. These competitive pressures have and are expected to continue to adversely affect CGP LLC's financial performance.

In addition, in the mid-Atlantic region, existing casino resorts provide a number of gaming options for customers, thereby creating significant competition for Horseshoe Baltimore. The casino resorts in the mid-Atlantic region compete with each other on the basis of overall atmosphere, range of amenities, level of service, price, location, entertainment offered and size. Further, the casino resort that will open with the sixth license in Prince George’s County granted by the State of Maryland may draw additional customers away from Horseshoe Baltimore. If Horseshoe Baltimore is unable to effectively compete with other regional casino resorts or keep customers, this inability may negatively affect Horseshoe Baltimore’s, and therefore CGP LLC's, business and operations.

Reduction in discretionary consumer spending resulting from the downturn in the national economy over the past few years, the volatility and disruption of the capital and credit markets, 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 economic conditions; high energy, fuel and other commodity costs; the cost of travel; the potential for bank failures; a soft job market; an actual or perceived decrease in disposable consumer income and wealth; the recent increase in payroll taxes; increases in gaming taxes or fees; fears of recession and changes in consumer confidence in the economy; and terrorist attacks or other global events. Our business is particularly susceptible to any such changes because our casino properties offer a highly discretionary set of entertainment and leisure activities and amenities. Gaming and other leisure activities we offer represent discretionary expenditures and participation in such activities may decline if discretionary consumer spending declines, including during economic downturns, during which consumers generally earn less disposable income. The economic downturn that began in 2008 and adverse conditions in the local, regional, national and global markets have negatively affected our business and results of operations and may continue to negatively affect our operations in the future. During periods of economic contraction, our revenues may decrease while most of our costs remain fixed and some costs even increase,

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resulting in decreased earnings. While economic conditions have improved, our revenues may continue to decrease. For example, while the gaming industry has partially recovered from 2008, there are no assurances that the gaming industry will continue to grow as a result of economic downturn or other factors. Any decrease in the gaming industry could adversely affect consumer spending and adversely affect our operations.

Additionally, key determinants of our revenues and operating performance include hotel ADR, number of gaming trips and average spend per trip by our customers. Given that 2007 was the peak year for our financial performance and the gaming industry in the United States in general, we may not attain those financial levels in the near term, or at all. If we fail to increase ADR or any other similar metric in the near term, our revenues may not increase and, as a result, we may not be able to pay down our existing debt, fund our operations, fund planned capital expenditures or achieve expected growth rates, all of which could have a material adverse effect on our business, financial condition, results of operations and cash flow. Even an uncertain economic outlook may adversely affect consumer spending in our gaming operations and related facilities, as consumers spend less in anticipation of a potential economic downturn. Furthermore, other uncertainties, including national and global economic conditions, terrorist attacks or other global events, could adversely affect consumer spending and adversely affect our operations

CGP LLC's Casino Properties and Developments Business may be subject to material environmental liability, including as a result of unknown environmental contamination.

The Casino Properties and Developments Business is subject to certain federal, state and local environmental laws, regulations and ordinances which govern activities or operations that may have adverse environmental effects, such as emissions to air, discharges to streams and rivers and releases of hazardous substances and pollutants into the environment, as well as handling and disposal from municipal/non-hazardous waste, and which also apply to current and previous owners or operators of real estate generally. Federal examples of these laws include the Clean Air Act, the Clean Water Act, the Resource Conservation Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act and the Oil Pollution Act of 1990. Certain of these environmental laws may impose cleanup responsibility and liability without regard to whether the owner or operator knew of or caused particular contamination or release of hazardous substances. Should unknown contamination be discovered on CGP LLC's property, or should a release of hazardous substances occur on CGP LLC's property, CGP LLC could be required to investigate and clean up the contamination and could also be held responsible to a governmental entity or third parties for property damage, personal injury or investigation and cleanup costs incurred in connection with the contamination or release, which may be substantial. Moreover, such contamination may also impair CGP LLC's ability to use the affected property. Such liability could be joint and several in nature, regardless of fault, and could affect CGP LLC even if such property is vacated. The potential for substantial costs and an inability to use the property could adversely affect our business.

CGP LLC's insurance coverage may not be adequate to cover all possible losses it could suffer, and, in the future, its insurance costs may increase significantly or it may be unable to obtain the same level of insurance coverage.

Planet Hollywood, Horseshoe Baltimore or the Properties subject to the Transaction Agreement may suffer damage to its property caused by a casualty loss (such as fire, natural disasters and acts of war or terrorism) that could severely disrupt its business or subject it to claims by third parties who are injured or harmed. Although CGP LLC maintains insurance (including property, casualty, terrorism and business interruption insurance), that insurance may be inadequate or unavailable to cover all of the risks to which its business and assets may be exposed. Should an uninsured loss or loss in excess of insured limits occur, it could have a significant adverse impact on CGP LLC’s operations and revenues.

CGP LLC renews its insurance policies on an annual basis. If the cost of coverage becomes too high, CGP LLC may need to reduce its policy limits or agree to certain exclusions from its coverage in order to reduce the premiums to an acceptable amount. Among other factors, homeland security concerns, other catastrophic events or any change in the current U.S. statutory requirement that insurance carriers offer coverage for certain acts of terrorism could adversely affect available insurance coverage and result in increased premiums on available coverage (which may cause CGP LLC to elect to reduce its policy limits) and additional exclusions from coverage. Among other potential future adverse changes, in the future CGP LLC may elect to not, or may be unable to, obtain any coverage for losses due to acts of terrorism.

Planet Hollywood licenses the Planet Hollywood brand from affiliates of Robert Earl and there can be no assurances that the Planet Hollywood brand would not be negatively impacted by its use outside of our control.

Affiliates of Robert Earl license certain intellectual property relating to the operation of the Planet Hollywood Resort and Casino to Planet Hollywood. The license includes certain names and trademarks and the right to display certain memorabilia on the Planet Hollywood premises. Planet Hollywood has invested significant time and financing to establish its brand as a Hollywood-themed entertainment and non-gaming destination. The expiration or termination, or modification of the terms, of this license may have a materially adverse effect on Planet Hollywood’s, and therefore CGP LLC's, business, financial conditions and operations results.

In addition, the Planet Hollywood brand is used by affiliates of Robert Earl in Hollywood-themed restaurants and shops around the United States and internationally. Any negative events associated with the use of the Planet Hollywood brand with

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these restaurants and shops may be out of CGP LLC's control, and may negatively impact the brand’s image for the Planet Hollywood casino, which could harm Planet Hollywood’s, therefore CGP LLC's, business and results of operations.

The success of third parties adjacent to Planet Hollywood is important to our ability to generate revenue and operate our business and any deterioration to their success could materially adversely affect our revenue and operations.

Planet Hollywood does not own the businesses and amenities adjacent to its property such as the Miracle Mile Shops and the hotel tower and timeshare facility operated by Hilton Grand Vacations. However, these adjacent third-party businesses and amenities stimulate additional traffic through the Planet Hollywood complex, including the casino, which is Planet Hollywood’s largest generator of revenue. Any decrease in the popularity of, or the number of customers visiting, these adjacent businesses and amenities may lead to a corresponding decrease in the traffic through Planet Hollywood complex, which would negatively affect Planet Hollywood’s, and therefore CGP LLC's, business and operating results.

Certain of CGP LLC's properties are dependent on the success of third parties.

Certain of CGP LLC's properties are dependent on the success of third parties adjacent to CGP LLC's properties. These adjacent third-party businesses and amenities stimulate additional traffic through CGP LLC's properties, including the casinos. For example, we do not own the Grand Bazaar, which is currently being constructed directly in front of Bally’s, but we expect we will rely on that complex to increase the number of visitors to Bally’s. We also rely on the efforts of third parties in selling condominiums in the Westgate Resorts, located adjacent to Planet Hollywood. We also expect that the success of the Linq, an open-air dining, entertainment and retail development owned by CEOC that is currently in the final stages of development and located adjacent to The Quad, will have a significant impact on the success of The Quad. The popularity and success of these adjacent businesses and amenities may impact the traffic through CGP LLC's properties. Accordingly, we will be dependent on third parties for increasing visitors to certain of CGP LLC's properties.

Additionally, certain of CGP LLC's properties are dependent on space leased from third parties. To the extent such leases were to terminate or such properties were otherwise no longer available to us, our business and results of operations could be negatively affected.

CGP LLC's properties also depend on the success of third parties that manage businesses within certain of CGP LLC's properties, both for the revenues derived from these businesses and for the increases in visitors to these properties as a result of the businesses. For example, we expect that the success of The Cromwell will depend largely on the success of the nightclub and pool club featured at the complex, which will be managed by a third party. If this third party is not successful and does not drive visitors to the casino or hotel at The Cromwell, our business and results of operations could be negatively affected.

Adverse outcomes in legal proceedings could adversely affect the Horseshoe Baltimore Casino, including a delay in construction and ultimately the opening of the casino and possible abandonment of the project.

We are involved in legal proceedings concerning environmental approvals for the Horseshoe Baltimore Casino. A was filed in the Circuit Court for Baltimore City, Maryland on February 20, 2013 challenging the Maryland Department of the Environment’s ("MDE") approval of an amendment to a cleanup plan, known as a response action plan ("RAP"), to address contamination at the Casino property (the "RAP litigation"). The RAP litigation seeks to vacate the existing RAP for the site which is required as part of our participation in MDE’s voluntary cleanup program ("VCP"). This case was dismissed by the Circuit Court for Baltimore City on November 6, 2013 and an appeal was noted on December 6, 2013. The same plaintiffs filed a citizen suit on September 19, 2013 in U.S. District Court for the Northern Division of Maryland under the Resource Conservation and Recovery Act ("RCRA"), alleging violations of RCRA and the existence of conditions which create an imminent and substantial endangerment to human health and the environment. A third complaint was filed on August 1, 2013 in the United States District Court for the Northern Division of Maryland. This action asserts claims similar to those alleged in the state court action and other federal causes of action including alleged violations of plaintiffs’ civil rights and attempts to halt construction based on alleged defects in the RAP. Finally, complaints were filed on May 20, 2013 and July 23, 2013 respectively in state and federal court against the City of Baltimore alleging violations of water pollution control laws due to the contamination present at the property. These complaints were dismissed on September 12, 2013 and January 7, 2014, respectively.

Challenges to other environmental approvals issued by the MDE were threatened but never filed. Challenges to construction and zoning approvals and permits issued by the City of Baltimore were filed but were unsuccessful.

None of the approvals or permits we obtained have been rescinded as of the date of this Form 10-K. The time for challenging MDE’s approval of CBAC’s modified floodplain permit expired without a challenge being filed. No rights of appeal are provided for the other permits that have been issued by MDE to CBAC. Administrative challenges to Baltimore City grading permits and zoning approvals were filed and resolved in our favor by the City. No appeal was filed with regard to the grading permits and the appeal period has lapsed. The decision of the Board of Municipal Zoning Appeals to grant variances for the site was appealed to the Circuit Court for Baltimore City by separate parties on June 20 and 24, 2013. The Circuit Court dismissed those appeals on October 11, 2013 and the challengers did not appeal the Circuit Court's decision.

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Developing the Maryland Joint Venture with other equity partners adds additional risk that may result in a material adverse effect on CGP LLC's business, financial condition and operating results.

CGP LLC indirectly holds approximately 41% interest in the Maryland Joint Venture. While CGP LLC can influence the management of the Maryland Joint Venture through its equity ownership, CGP LLC will rely on the other equity partners for providing certain funding for development of the Maryland Joint Venture and there can be no assurances that the other equity partners will provide sufficient funding, or any funding at all. The failure of other equity partners in the Maryland Joint Venture to provide the appropriate level of funding may result in a material adverse effect on CGP LLC's business, financial condition and operating results.

Continued growth in consumer demand for non-gaming offerings would negatively impact our gaming revenue.

Recent trends have indicated a growing shift in customer demand for non-gaming offerings, as opposed to solely gambling, when visiting Las Vegas. According to LVCVA, approximately 47% of Las Vegas visitors in 2012 indicated that their primary reason to visit was for vacation or pleasure as opposed to solely for gambling as the main attraction, up from 39% of visitors in 2008. For the three months ended March 31, 2014, approximately 42.7% of our gross revenues from Planet Hollywood were from gaming sources. To the extent the demand for non-gaming offerings replaces demand for gambling, our gaming revenues will decrease, which could have an adverse impact on our business and results of operations.

Costs and complexities in the renovation of The Quad could delay its renovation and could be greater than the indemnification provided for by CEOC.

The costs and complexities of the $223 million renovation of The Quad may be greater than we anticipate. It is common with significant renovation projects to experience unexpected costs, problems and delays during construction, development and operational start-up. To the extent such expenses are greater than the indemnification provided by CEOC under the Transaction Agreement, we would be liable for such excess. In addition, Caesars Entertainment and certain of its affiliates have agreed to indemnify CAC, CGP LLC and certain of their affiliates for a failure to open the hotel and casino at The Cromwell by a specified date and for failure to open the restaurant and nightclub/poolclub at The Cromwell by a specified date. In the event that there is a delay in opening the hotel, casino, restaurant or nightclub/poolclub at The Cromwell, there is no guarantee that Caesars Entertainment and CEOC will be able to pay the indemnities required under the Transaction Agreement. Any failure to make such payments and any delays in opening the applicable projects could have an adverse impact on our business and results of operations.

Risks Related to Our Class A Common Stock

Caesars Entertainment's call right on our Class A common stock may result in you being forced to sell our Class A common stock at a disadvantageous time and will cause you to own stock of Caesars Entertainment. This call right may not occur at all due to the discretion of Caesars Entertainment or the inability of Caesars Entertainment to meet the conditions required to exercise such right.

After October 21, 2016, Caesars Entertainment will have the right, which it may assign to any of its affiliates or to any transferee of all non-voting units of CGP LLC held by Caesars Entertainment, to acquire all or a portion of the voting units of CGP LLC (or, at our option, shares of CAC’s Class A common stock) not otherwise owned by Caesars Entertainment at such time. As a result, you may be forced to sell your shares of CAC’s Class A common stock on little notice and at a value that may cause you to realize a loss. The exercise of this right by Caesars Entertainment will result in you receiving consideration entirely or partly in the form of stock of Caesars Entertainment, which may be a tax-free reorganization for U.S. federal income tax purposes in certain circumstances. If the exchange is not a tax-free reorganization, you may recognize gain or loss for U.S. federal income tax purposes on such exchange depending on the amount of cash and the value of the stock of Caesars Entertainment you receive in such exchange and the adjusted tax basis of your shares of CAC’s Class A common stock. There can be no assurances that the stock of Caesars Entertainment will maintain its value from the time of Caesars Entertainment’s exercise of the call right or be part of an active trading market. As a consequence, you may be forced to dispose of the stock of Caesars Entertainment at a great loss.

In addition, Caesars Entertainment may exercise the call right in its sole discretion, subject to meeting certain conditions, so Caesars Entertainment may decide to not exercise the call right for any reason whatsoever. Moreover, if Caesars Entertainment does not meet certain liquidity requirements, debt leverage ratio and other requirements, it will be unable to exercise the call right. The uncertainty as to the timing of the exercise of the call right, if at all, by Caesars Entertainment may adversely affect the trading value of our stock.

CGP LLC is required to be liquidated on April 21, 2022, which may result in you receiving less than the full value of your Class A common stock.

Following October 21, 2018 and until April 21, 2022, our Board will have the right to cause a liquidation of CGP LLC, including the sale or winding up of CGP LLC or other monetization of all of its assets. On April 21, 2022 (unless otherwise

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agreed by Caesars Entertainment and CAC), if our Board has not previously exercised its liquidation right, CGP LLC shall, and our Board shall cause CGP LLC to, effect a liquidation. Because the liquidation will occur on a set schedule, it is possible that regulations or market factors at the time of liquidation may impede the ability to liquidate the assets of CGP LLC. If CGP LLC is unable to liquidate portions of its assets, proceeds from the liquidation will be negatively impacted. Moreover, the forced liquidation does not preserve the flexibility to maximize the value of CGP LLC’s assets in a sale by waiting for an advantageous time. In addition, CAC’s allocable portion of the gain (if any) on the liquidation of the assets of CGP LLC will generally be subject to U.S. federal income tax at the regular corporate rate. As a result, you may receive less than the full value of your Class A common stock should liquidation occur on April 21, 2022.

An active trading market for our Class A common stock may not develop.

Prior to the closing of the Rights Offering as defined in Item 1 - Business of our Annual Report on Form 10-K for the year ended December 31, 2013, and our listing on the NASDAQ Global Select market ("NASDAQ") on November 19, 2013, there had not been a public market for our Class A common stock. We cannot predict the extent to which investor interest in us will lead to the development of an active trading market or how liquid that market might become. The Sponsors own approximately 66.3% of our common stock and while the shares are eligible for resale, currently such shares are not available for the public market. As a result, our shares may be less liquid than the shares of other newly public companies or other public companies generally and there may be imbalances between supply and demand for our shares. As a result our share price may experience significant volatility and may not necessarily reflect the value of our expected performance. If an active trading market does not develop, you may have difficulty selling any of our common stock that you buy. Consequently, you may not be able to sell our Class A common stock at prices equal to or greater than the price you paid.

Future sales or the possibility of future sales of a substantial amount of our Class A common stock may depress the price of shares of our Class A common stock.

Future sales or the availability for sale of substantial amounts of our Class A common stock in the public market could adversely affect the prevailing market price of our Class A common stock and could impair our ability to raise capital through future sales of equity securities.

All of the outstanding shares of our Class A common stock are eligible for resale under Rule 144 or Rule 701 of the Securities Act, subject to volume limitations, applicable holding period requirements and the lock-up agreements or other contractual restrictions related to certain of our shareholders.

We cannot predict the size of future issuances of our Class A common stock or other securities or the effect, if any, that future issuances and sales of our Class A common stock or other securities, including future sales by Caesars Entertainment, will have on the market price of our Class A common stock. Sales of substantial amounts of Class A common stock (including shares of Class A common stock issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices for our Class A common stock.

The price and trading volume of our Class A common stock may fluctuate significantly, and you could lose all or part of your investment.

The market price of our Class A common stock may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume of our Class A common stock may fluctuate and cause significant price variations to occur. Volatility in the market price of our Class A common stock may prevent you from being able to sell your shares at or above the price you paid for your shares of Class A common stock. The market price for our Class A common stock could fluctuate significantly for various reasons, including:

• our operating and financial performance and prospects;

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

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

• 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 Class A 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;

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• the small percentage of our shares that are publicly traded;

• changes in our capital structure;

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

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

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

• the expiration of contractual lock-up agreements; and

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

In addition, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in the gaming, lodging, hospitality and entertainment industries. The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our Class A common stock could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce our share price.

Hamlet Holdings controls us and their interests may conflict with or differ from your interests as a stockholder.

Hamlet Holdings beneficially owns approximately 66.3% of our Class A common stock. Hamlet Holdings has the power to control our Board. Moreover, Hamlet Holdings has the ability to vote on any transaction that requires the approval of our Board or our stockholders, including the approval of significant corporate transactions such as mergers and the sale of substantially all of our assets. In addition, Hamlet Holdings, the members of which are comprised of three individuals affiliated with Apollo and two individuals affiliated with TPG, as of the date hereof beneficially own approximately 63.8% of Caesars Entertainment’s common stock and controls Caesars Entertainment. As a result, even though an independent committee of the Board of Caesars Entertainment may make decisions with regard to development opportunities for CGP LLC, Hamlet Holdings is in a position to exert a significant influence over both of CAC and Caesars Entertainment and the direction of their business and operations.

The interests of Hamlet Holdings and the Sponsors could conflict with or differ from the interests of holders of our Class A common stock. Affiliates of the Sponsors are in the business of making or advising on investments in companies they hold, and may from time to time in the future acquire interests in or provide advice to businesses that directly or indirectly compete with certain portions of our business or are suppliers or customers of ours or may pursue acquisitions that may be complementary to our business, in which case and, as a result, those acquisition opportunities may not be available to us.

The concentration of ownership held by Hamlet Holdings could delay, defer or prevent a change of control of us or impede a merger, takeover or other business combination which another stockholder may otherwise view favorably. In addition, a sale of a substantial number of shares of stock in the future by Hamlet Holdings could cause our stock price to decline. So long as Hamlet Holdings continues to beneficially own a significant amount of the outstanding shares of our Class A common stock, Hamlet Holdings will continue to be able to strongly influence or effectively control our decisions.

Our stockholders are subject to extensive governmental regulation and if a stockholder is found unsuitable by the gaming authority, that stockholder would not be able to beneficially own our Class A common stock directly or indirectly and we will have the right to redeem the Class A common stock of such disqualified holder.

In many jurisdictions, gaming laws can require any of our stockholders to file an application, be investigated and qualify or have his, her or its suitability determined by gaming authorities. Gaming authorities have very broad discretion in determining whether an applicant should be deemed suitable. Subject to certain administrative proceeding requirements, the gaming regulators have the authority to deny any application or limit, condition, restrict, revoke or suspend any license, registration, finding of suitability or approval, or fine any person licensed, registered or found suitable or approved, for any cause deemed reasonable by the gaming authorities.

For example, under Nevada gaming laws, each person who acquires, directly or indirectly, beneficial ownership of any voting security, or beneficial or record ownership of any non-voting security or any debt security, in a public corporation which is registered with the Nevada Gaming Commission, or the Gaming Commission, may be required to be found suitable if the Gaming Commission has reason to believe that his or her acquisition of that ownership, or his or her continued ownership in general, would be inconsistent with the declared public policy of Nevada, in the sole discretion of the Gaming Commission. Any person required by the Gaming Commission to be found suitable shall apply for a finding of suitability within 30 days after the Gaming Commission's request that he or she should do so and, together with his or her application for suitability, deposit with the Nevada Gaming Control Board a sum of money which, in the sole discretion of the Control Board, will be adequate to pay the anticipated costs and charges incurred in the investigation and processing of that application for suitability, and deposit such additional sums as are required by the Control Board to pay final costs and charges. Additionally, under Ohio law, an

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institutional investor, which is broadly defined and includes any corporation that holds any amount of our stock, will be required to apply for and obtain a waiver of suitability determination.

Furthermore, any person required by a gaming authority to be found suitable, who is found unsuitable by the gaming authority, may not hold directly or indirectly the beneficial ownership of any voting security or the beneficial or record ownership of any non-voting security or any debt security of any public corporation which is registered with the gaming authority beyond the time prescribed by the gaming authority. Such a finding could result in an owner of our securities being required to dispose of their securities at prices less than the price paid for such securities. A violation of the foregoing may constitute a criminal offense. A finding of unsuitability by a particular gaming authority impacts that person’s ability to associate or affiliate with gaming licensees in that particular jurisdiction and could impact the person’s ability to associate or affiliate with gaming licensees in other jurisdictions. The Certificate of Incorporation contains provisions establishing the right to redeem our Class A common stock held by disqualified holders if such holder is determined by any gaming regulatory agency to be unsuitable.

Many jurisdictions also require any person who acquires beneficial ownership of more than a certain percentage of voting securities of a gaming company and, in some jurisdictions, non-voting securities, typically 5%, to report the acquisition to gaming authorities, and gaming authorities may require such holders to apply for qualification or a finding of suitability, subject to limited exceptions for "institutional investors" that hold a company’s voting securities for investment purposes only. Under Maryland gaming laws, we may not sell or otherwise transfer more than 5% of the legal or beneficial interest in Horseshoe Baltimore without the approval of the Maryland Lottery and Gaming Control Commission, or the Maryland Commission, after the Maryland Commission determines that the transferee is qualified or grants the transferee an institutional investor waiver. Some jurisdictions may also limit the number of gaming licenses in which a person may hold an ownership or a controlling interest and in Maryland an individual or business entity may not own an interest in more than one video lottery facility. It is unclear whether and to what extent such prohibitions will apply to online real money gaming operations when and if such operations become legal in U.S. jurisdictions other than Nevada, New Jersey, and Delaware.

Your percentage ownership in us may be diluted in the future.

Your percentage ownership in CAC may be diluted in the future because of equity awards that may be granted to our directors, officers, employees and service providers in the future. We may decide to establish equity incentive plans that will provide for the grant of common stock-based equity awards to our directors, officers, employees and service providers. In addition, we may issue equity in order to raise capital or in connection with future acquisitions and strategic investments, which would dilute your percentage ownership.

Because we do not anticipate paying dividends on our Class A common stock in the foreseeable future, you should not expect to receive dividends on shares of our Class A common stock.

We have no present plans to pay cash dividends to our stockholders and, for the foreseeable future, intend to retain all of our earnings for use in our business. The declaration of any future dividends by us is within the discretion of our Board and will be dependent on our earnings, financial condition and capital requirements, as well as any other factors deemed relevant by our Board.

We are a "controlled company" within the meaning of the NASDAQ rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements.

Hamlet Holdings controls a majority of our voting Class A common stock. As a result, we are a "controlled company" within the meaning of the NASDAQ corporate governance standards. Under the NASDAQ rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance requirements, including:

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

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

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

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

We intend to utilize these exemptions. As a result, we will not have a majority of independent directors nor will our nominating and corporate governance and compensation committees consist entirely of independent directors and we are not required to have an annual performance evaluation of the nominating and corporate governance and compensation committees. Accordingly, you do not have the same protections afforded to stockholders of companies that are subject to all of the NASDAQ corporate governance requirements.

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We are an "emerging growth company" and our possible election to delay adoption of new or revised accounting standards applicable to public companies may result in our financial statements not being comparable to those of other public companies. As a result of this and other reduced disclosure requirements applicable to emerging growth companies, our Class A common stock may be less attractive to investors.

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies," including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards such that an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We have elected to delay such adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to the financial statements of other public companies.

We may take advantage of these reporting exemptions until we are no longer an "emerging growth company." We will remain an "emerging growth company" until the earliest to occur of (i) the last day of the fiscal year during which our total annual gross revenues equal or exceed $1.0 billion, (ii) the last day of the fiscal year following the fifth anniversary of our initial public offering, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt or (iv) the date on which we are deemed a "large accelerated filer" under Rule 12b-2 of the Exchange Act.

We cannot predict if investors will find our Class A common stock less attractive because we will rely on certain of these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile.

As a result of our becoming a company with publicly traded common stock, our expenses and administrative burden increased and will likely further increase particularly after we are no longer an "emerging growth company" as defined in the JOBS Act.

As a company with publicly traded common stock, we incur legal, accounting and other expenses that we did not incur as a company without a publicly traded equity security. In addition, our administrative staff is required to perform additional tasks. For example, we need to create or revise the roles and duties of our Board committees and retain a transfer agent. We are also required to hold an annual meeting for our stockholders, which will require us to expend resources to prepare, print and mail a proxy statement relating to the annual meeting.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act and related regulations implemented by the SEC and the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank"), which amended the Sarbanes-Oxley Act, among other federal laws, are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. Dodd-Frank, signed into law on July 21, 2010, effects comprehensive changes to the regulation of financial services in the United States and will subject us to additional federal regulation. We cannot predict with any certainty the requirements of the regulations ultimately adopted or how Dodd-Frank and such regulations will impact the cost of compliance for a company with publicly traded common stock. We are currently evaluating and monitoring developments with respect to Dodd-Frank and other new and proposed rules and cannot predict or estimate the amount of the additional costs we may incur or the timing of such costs. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed. We also expect that being a company with publicly traded common stock and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our Board, particularly to serve on our audit committee, and qualified executive officers.

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

We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets which could negatively affect our future profits.

We have historically performed our annual impairment assessment of goodwill as of September 30, and finalized the assessment in the following quarter in some years. In 2013, we performed this September 30 assessment and subsequently changed our testing date to October 1. We did not change our methodology with the change in our testing date. We perform this assessment more frequently if impairment indicators exist. We determine the estimated fair value of each reporting unit as a function, or multiple, of EBITDA, combined with estimated future cash flows discounted at rates commensurate with the capital structure and cost of capital of comparable market participants, giving appropriate consideration to the prevailing borrowing rates within the casino industry in general. Both EBITDA multiples and discounted cash flows are common measures used to value and buy or sell businesses in the casino industry. We determine the estimated fair value of our nonamortizing intangible assets by primarily using the Relief From Royalty Method 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 recoverable from the estimated future cash flows expected to result from its use and eventual disposition. When performing this assessment, we consider current operating results, trends and prospects, as well as the effect of obsolescence, demand, competition, and other economic, legal, and regulatory factors.

We are dependent upon CGP LLC's properties for future cash flows and our continued success depends on our ability to draw customers to CGP LLC's properties. Significant negative industry or economic trends, reduced estimates of future cash flows, disruptions to our business, slower growth rates or lack of growth in our business have resulted in significant write-downs and impairment charges during prior years, and, if one or more of such events occurs in the future, additional impairment charges may be required in future periods. If we are required to record additional impairment charges, this could have a material adverse impact on our consolidated financial statements.

Item 2. Unregistered Sales of Equity Securities and use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

Federal Investigation

In recent years, governmental authorities have been increasingly focused on AML policies and procedures, with a particular focus on the gaming industry. As an example, a major gaming company recently settled a U.S. Attorney investigation into its AML practices. On October 11, 2013, a subsidiary of Caesars Entertainment, Desert Palace, Inc. (the owner of Caesars Palace), received a letter from the FinCEN, stating that FinCEN is investigating Caesars Palace for alleged violations of the Bank Secrecy Act to determine whether it is appropriate to assess a civil penalty and/or take additional enforcement action against Caesars Palace. Additionally, Caesars Entertainment has been informed that a federal grand jury investigation related to the Company's anti-money laundering practices and procedures is ongoing. Caesars Entertainment is fully cooperating with both the FinCEN and grand jury investigations. Based on proceedings to date, Caesars Entertainment is currently unable to determine the probability of the outcome of these matters or the range of reasonably possible loss, if any.

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Item 6. Exhibits

			Incorporated by Reference
Exhibit Number	Exhibit Description	Filed Herewith	Form	Period Ending	Exhibit	Filing Date
2.1	Transaction Agreement, dated March 1, 2014, by and among the Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., Caesars License Company, LLC, Harrah’s New Orleans Management Company, Corner Investment Company, LLC, 3535 LV Corp., Parball Corporation, JCC Holding Company II, LLC, Caesars Acquisition Company and Caesars Growth Partners, LLC.	—	8-K	—	2.1	3/3/2014
2.2	First Amendment to Transaction Agreement, dated May 5, 2014, by and among the Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., Caesars License Company, LLC, Harrah’s New Orleans Management Company, Corner Investment Company, LLC, 3535 LV Corp., Parball Corporation, JCC Holding Company II, LLC, Caesars Acquisition Company, Caesars Growth Partners, LLC.	—	8-K	—	2.1	05/06/14
3.1	First Amended and Restated Certificate of Incorporation of Caesars Acquisition Company, dated October 21, 2013.	—	10-Q	9/30/13	3.1	11/20/2013
3.2	Amended and Restated Bylaws of Caesars Acquisition Company, adopted October 21, 2013.	—	10-Q	9/30/13	3.2	11/20/2013
4.1	Form of Subscription Rights Certificate	—	S-1/A	—	4.2	10/4/2013
4.2	Indenture, dated as of April 17, 2014, among Caesars Growth Properties Holdings, LLC, Caesars Growth Properties Finance, Inc. and U.S. Bank National Association, as trustee, relating to the 9.375% Second-Priority Senior Secured Notes due 2022.	—	8-K	—	4.1	04/17/14
4.3	Registration Rights Agreement, dated as of April 17, 2014, by and among Caesars Growth Properties Holdings, LLC, Caesars Growth Properties Finance, Inc. and Citigroup Global Markets Inc., as representative of the initial purchasers.	—	8-K	—	4.2	04/17/14
†10.1	Caesars Acquisition Company 2014 Performance Incentive Plan	—	8-K	—	10.1	04/16/14
†10.2	Form Nonqualified Option Award Agreement under the Caesars Acquisition Company 2014 Performance Incentive Plan	—	8-K	—	10.2	04/16/14
†10.3	Form Restricted Stock Award Agreement under the Caesars Acquisition Company 2014 Performance Incentive Plan	—	8-K	—	10.3	04/16/14

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			Incorporated by Reference
Exhibit Number	Exhibit Description	Filed Herewith	Form	Period Ending	Exhibit	Filing Date
†10.4	Form Restricted Stock Unit Award Agreement under the Caesars Acquisition Company 2014 Performance Incentive Plan	—	8-K	—	10.4	04/16/14
10.5	Escrow Agreement, dated as of April 17, 2014, by and among Caesars Growth Properties Holdings, LLC and Caesars Growth Properties Finance, Inc., U.S. Bank National Association, as escrow agent and securities intermediary, and U.S. Bank National Association, as trustee.	—	8-K	—	10.1	04/17/14
†10.6	Management Agreement, dated May 5, 2014, by and between Cromwell Manager, LLC, Corner Investment Company, LLC, and solely for purposes of Article VII and Sections 16.1.2, 17.5.5, 17.7.3, 17.7.4, 17.7.5, 18.3 and 19.2, Caesars License Company, LLC.	—	8-K	—	10.1	05/06/14
†10.7	Management Agreement, dated May 5, 2014, by and between The Quad Manager, LLC, 3535 LV NewCo, LLC, and solely for purposes of Article VII and Sections 16.1.2, 17.5.5, 17.7.3, 17.7.4, 17.7.5, 18.3 and 19.2, Caesars License Company, LLC.	—	8-K	—	10.2	05/06/14
†10.8	Management Agreement, dated May 5, 2014, by and between Bally’s Las Vegas Manager, LLC, Parball NewCo, LLC, and solely for purposes of Article VII and Sections 16.1.2, 17.5.5, 17.7.3, 17.7.4, 17.7.5, 18.3 and 19.2, Caesars License Company, LLC.	—	8-K	—	10.3	05/06/14
10.9	Credit Agreement, dated May 5, 2014, by and among Caesars Growth Properties Parent, LLC, Caesars Growth Properties Holdings, LLC, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent.	—	8-K	—	10.4	05/06/14
10.10	Note Purchase Agreement, dated May 5, 2014, by and among Caesars Entertainment Operating Company, Inc., Caesars Growth Partners, LLC and Caesars Growth Bonds, LLC.	—	8-K	—	10.5	05/06/14
10.11	Credit Agreement, dated November 2, 2012, by and among Caesars Entertainment Corporation, Corner Investment Propco, LLC, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent.	—	8-K	—	10.6	05/06/14
10.12	Escrow Agreement, dated as of May 8, 2014, by and among Caesars Growth Properties Holdings, LLC, U.S. Bank National Association, as escrow agent and securities intermediary, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent.	—	8-K	—	10.1	05/09/14

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			Incorporated by Reference
Exhibit Number	Exhibit Description	Filed Herewith	Form	Period Ending	Exhibit	Filing Date
10.13	First Lien Credit Agreement, dated as of May 8, 2014, among Caesars Growth Properties Parent, LLC, the Borrower, the lenders party thereto, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, and Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., UBS Securities LLC, J.P Morgan Securities LLC, Morgan Stanley & Co. LLC, Macquarie Capital (USA) Inc. and Nomura Securities International, Inc., as Co-Lead Arrangers and Bookrunners.	—	8-K	—	10.2	05/09/14
31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 9, 2014.	X
31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 9, 2014	X
32.1	Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 9, 2014.	X
32.2	Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 9, 2014.	X
99.1	Consolidated financial information of Caesars Growth Partners, LLC as of March 31, 2014 and December 31, 2013 and for the period from January 1, 2014 through March 31, 2014.	X
*101	The following financial statements from the Company’s Form 10-Q for the quarter ended March 31, 2014, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statement of Operations and Comprehensive Income, (iii) Consolidated Statement of Stockholders’ Equity, (iv) Consolidated Statement of Cash Flows, (v) Notes to Consolidated Financial Statements.	X

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

85

SIGNATURES

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

	CAESARS ACQUISITION COMPANY
May 9, 2014	By:	/S/    TROY J. VANKE
		Chief Accounting Officer

86

EX-31.1

Exhibit 31.1

I, Mitch Garber, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Caesars Acquisition Company;

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 the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

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

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

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 within those 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 our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

Date:	May 9, 2014
		By:	/S/ MITCH GARBER
			Mitch Garber
			President and Chief Executive Officer

EX-31.2

Exhibit 31.2

I, Craig Abrahams, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Caesars Acquisition Company;

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 the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

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

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

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 within those 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 our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

Date:	May 9, 2014
		By:	/S/ Craig Abrahams
			Craig Abrahams
			Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of Principal Executive Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Caesars Acquisition Company (the “Company”), hereby certifies, to such officer's knowledge, that:

(i)the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

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

Dated: May 9, 2014

/S/ Mitch Garber

Mitch Garber

President and Chief Executive Officer

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

EX-32.2

Exhibit 32.2

Certification of Principal Financial Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Caesars Acquisition Company (the “Company”), hereby certifies, to such officer's knowledge, that:

(i)the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

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

Dated: May 9, 2014

/S/ Craig Abrahams

Craig Abrahams

Chief Financial Officer

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

EX-99.1

Exhibit 99.1

FINANCIAL INFORMATION OF CAESARS GROWTH PARTNERS, LLC

A SIGNIFICANT EQUITY METHOD INVESTEE OF CAESARS ACQUISITION COMPANY

EXPLANATORY NOTE

Unconsolidated Significant Subsidiary

Upon the completion of the Transactions described in our Annual Report on Form 10-K for the year ended December 31, 2013, Caesars Acquisition Company’s (the "Company," "CAC," "we," "our" and "us") sole material asset is its interest in Caesars Growth Partners, LLC ("CGP LLC"), which is accounted for using the equity method. As our investment in CGP LLC is considered to be significant for the period subsequent to the Transactions, CGP LLC's annual financial statements are required to be included as an exhibit to each CAC Annual Report on Form 10-K in accordance with SEC Rule 3-09 of Regulation S-X. Given the significance of this investment to the financial position and results of operations of CAC, we have elected to include selected financial information of CGP LLC in this Quarterly Report on Form 10-Q.

For a discussion of the results of operations for CGP LLC for the first quarter 2014 in comparison to the first quarter 2013 results of operations derived from the assets and entities that were acquired by or contributed to CGP LLC in connection with the Transactions (referred to in the aggregate as Predecessor Growth Partners), please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations for Caesars Acquisition Company in Item 2 of its quarterly report on Form 10-Q for the quarter ended March 31, 2014.

CAESARS GROWTH PARTNERS, LLC

INDEX TO CONSOLIDATED CONDENSED FINANCIAL INFORMATION

	Page
Explanatory Note	1
Consolidated Condensed Balance Sheets	3
Consolidated Condensed Statement of Operations	4
Consolidated Condensed Statement of Comprehensive Loss	5
Consolidated Condensed Statement of Stockholders' Equity	6
Consolidated Condensed Statement of Cash Flows	7

2

CAESARS GROWTH PARTNERS, LLC

CONSOLIDATED CONDENSED BALANCE SHEETS

(UNAUDITED)

(In millions)

	March 31, 2014		December 31, 2013
Assets
Current assets
Cash and cash equivalents	$	972.6	$	976.9
Short-term investments	—		15.0
Receivables, net of allowance for doubtful accounts of $3.9 and $3.9, respectively	65.2		53.7
Interest receivable from related party	25.3		8.9
Deferred tax assets	3.3		7.0
Restricted cash	22.8		28.8
Prepayments and other current assets	12.0		13.2
Total current assets	1,101.2		1,103.5
Investment in notes from related party	973.2		931.6
Land, property and equipment, net	596.8		516.0
Goodwill	126.6		112.8
Intangible assets other than goodwill, net	213.1		168.2
Restricted cash	203.6		231.6
Deferred tax assets	9.5		—
Deferred charges and other	115.1		114.8
Total assets	$	3,339.1	$	3,178.5
Liabilities and Equity
Current liabilities
Accounts payable	$	92.7	$	54.8
Payables to related party	47.1		49.4
Accrued expenses	169.0		126.4
Foreign tax payable	0.9		1.8
Deferred tax liabilities	0.4		—
Current portion of long-term debt	0.1		0.1
Total current liabilities	310.2		232.5
Long-term debt	677.6		680.2
Long-term debt to related party	39.8		39.8
Convertible notes issued to related party	47.7		47.7
Deferred tax liabilities	10.1		3.8
Contingently issuable non-voting membership units	382.6		306.5
Deferred credits and other	80.2		69.6
Total liabilities	1,548.2		1,380.1
Commitments and contingencies
Redeemable non-controlling interests	3.3		3.9
Equity
Additional paid-in capital	751.2		749.6
Retained earnings	746.8		766.5
Accumulated other comprehensive income	242.8		233.6
Total equity attributable to Caesars Growth Partners, LLC	1,740.8		1,749.7
Non-controlling interests	46.8		44.8
Total equity	1,787.6		1,794.5
Total liabilities and equity	$	3,339.1	$	3,178.5

3

CAESARS GROWTH PARTNERS, LLC

CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

(UNAUDITED)

(In millions)

	Quarter Ended March 31, 2014
Revenues
Interactive Entertainment
Social and mobile games	$	115.7
WSOP and online real money gaming	8.5
	124.2
Casino Properties and Developments
Casino	46.9
Food and beverage	24.9
Rooms	27.8
Other	16.2
Less: casino promotional allowances	(13.7		)
	102.1
Net revenues	226.3
Operating expenses
Interactive Entertainment - Direct
Platform fees	35.3
Casino Properties and Developments - Direct
Casino	20.9
Food and beverage	12.0
Rooms	7.7
Property, general, administrative and other	121.8
Depreciation and amortization	13.6
Change in fair value of contingently issuable non-voting membership units	76.1
Change in fair value of contingent consideration	0.7
Total operating expenses	288.1
Loss from operations	(61.8		)
Interest expense, net of interest capitalized	(11.9		)
Interest income	1.0
Interest income - related party	48.8
Loss on extinguishment of debt	(0.6		)
Loss before provision for income taxes	(24.5		)
Provision for income taxes	(1.7		)
Net loss	(26.2		)
Less: net loss attributable to non-controlling interests	6.5
Net loss attributable to Caesars Growth Partners, LLC	$	(19.7	)

4

CAESARS GROWTH PARTNERS, LLC

CONSOLIDATED CONDENSED STATEMENT OF COMPREHENSIVE LOSS

(UNAUDITED)

(In millions)

	Quarter Ended March 31, 2014
Net loss	$	(26.2	)
Other comprehensive income, net of income taxes:
Unrealized gain on investments in notes from related party	9.2
Total other comprehensive income	9.2
Comprehensive loss	(17.0		)
Less: net loss attributable to non-controlling interests	6.5
Comprehensive loss attributable to Caesars Growth Partners, LLC	$	(10.5	)

5

CASESARS GROWTH PARTNERS, LLC

CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY

(UNAUDITED)

(In millions)

	Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income		Non-controlling Interests			Total Equity
Balance at December 31, 2013, as previously reported	$	734.0		$	782.1		$	233.6	$	44.8		$	1,794.5
Prior-period adjustment (1)	15.6			(15.6		)	—		—			—
Balance at December 31, 2013, as restated	749.6			766.5			233.6		44.8			1,794.5
Net loss	—			(19.7		)	—		(5.9		)	(25.6		)
Issuance of Caesars Interactive common stock	13.7			—			—		1.5			15.2
Purchase of Caesars Interactive common stock	(17.2		)	—			—		(1.9		)	(19.1		)
Stock-based compensation	1.9			—			—		—			1.9
Sale of partial interest in Baltimore joint venture	3.4			—			—		8.3			11.7
Unrealized gain on investments in notes from related party, net of tax	—			—			9.2		—			9.2
Distributions to parent	(0.2		)	—			—		—			(0.2		)
Balance at March 31, 2014	$	751.2		$	746.8		$	242.8	$	46.8		$	1,787.6

⁽¹⁾  Represents a distribution from CGP LLC to its parent entities recorded against Additional paid-in capital during the year ended December 31, 2013. Because the amount did not exceed cumulative earnings, the distribution should have been recorded as a distribution from Retained earnings rather than from Additional paid-in capital.

6

CAESARS GROWTH PARTNERS, LLC

CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS

(UNAUDITED)

(In millions)

	Quarter Ended March 31, 2014
Cash flows from operating activities
Net loss	$	(26.2	)
Adjustments to reconcile net loss to cash flows provided by operating activities
Depreciation and amortization	13.6
Amortization of debt discount	6.5
Loss on early extinguishments of debt	0.6
Change in fair value of contingently issuable non-voting membership units	76.1
Change in fair value of contingent consideration	0.7
Accretion of discount on investments in notes from related party	(32.4		)
Stock-based compensation expense	18.3
Net change in deferred income taxes	(9.2		)
Net change in long-term accounts	3.6
Net change in working capital accounts	(38.0		)
Cash flows provided by operating activities	13.6
Cash flows from investing activities
Land, buildings and equipment additions, net of change in construction payables	(29.6		)
Payments to acquire business, net of cash acquired	(22.5		)
Purchase of equity method investment	(1.3		)
Sale of short-term investments	15.0
Increase in restricted cash	(74.3		)
Decrease in restricted cash	108.3
Cash flows used in investing activities	(4.4		)
Cash flows from financing activities
Purchase of Caesars Interactive common stock	(19.1		)
Sale of partial interest in Baltimore joint venture	11.7
Proceeds from exercise of options	3.8
Repayments under lending agreements	(9.7		)
Distributions to parents	(0.2		)
Cash flows used in financing activities	(13.5		)
Net decrease in cash and cash equivalents	(4.3		)
Cash and cash equivalents, beginning of period	976.9
Cash and cash equivalents, end of period	$	972.6

7

XML

Income Taxes - Growth Partners (Tables) (Predecessor Growth Partners [Member])

3 Months Ended

Mar. 31, 2014

Predecessor Growth Partners [Member]

Income Taxes [Line Items]

Schedule of Income before Income Tax

Total income taxes were allocated as follows:

(In millions)	Quarter Ended March 31, 2013
Income tax provision on income before income taxes	$	2.0
Accumulated other comprehensive income	32.3

XML

Depreciation and Amortization - Growth Partners - Depreciation Expense (Detail) (Predecessor Growth Partners [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Predecessor Growth Partners [Member]
Property, Plant and Equipment [Line Items]
Depreciation	$ 6.8
Amortization	$ 3.6

XML

Litigation - CAC - (Details) (USD $) In Millions, unless otherwise specified	0 Months Ended				1 Months Ended
	Oct. 10, 2013 Pending Litigation [Member] Horseshoe Casino Baltimore [Member] plantiff	Aug. 02, 2013 Pending Litigation [Member] Horseshoe Casino Baltimore [Member] plantiff count	Jul. 02, 2013 Pending Litigation [Member] Horseshoe Casino Baltimore [Member] plantiff	May 20, 2013 Pending Litigation [Member] Horseshoe Casino Baltimore [Member] plantiff	Dec. 26, 2013 Pending Litigation [Member] Horseshoe Casino Baltimore [Member] plantiff	Apr. 03, 2014 Affiliated Entity [Member] First Lien Notes [Member] CEOC First Lien Debt [Member] Subsequent Event [Member]	Apr. 03, 2014 Affiliated Entity [Member] First Lien Notes [Member] CEOC Additional First Lien Debt [Member] Subsequent Event [Member]
Loss Contingencies [Line Items]
Loss Contingency, Number of Plaintiffs		10	2	2
Loss Contingency, Number of Alleged Counts		11
Loss Contingency, Number of Additional Plaintiffs					44
Loss Contingency, Number of Residents with Intent to File Suit			4
Loss Contingency, Number of Plaintiffs Withdrawn	1
Face amount of debt						$ 1,850.0	$ 880.0

XML

Related Party Transactions - Growth Partners - Additional Information (Detail) (Predecessor Growth Partners [Member], USD $)	3 Months Ended		12 Months Ended			3 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2013 Affiliated Entity [Member]	Dec. 31, 2011 Acquisition of Intangible Assets [Member] Affiliated Entity [Member] Trademarks [Member]	Dec. 31, 2009 Acquisition of Intangible Assets [Member] Affiliated Entity [Member] Trademarks [Member]	Dec. 31, 2011 Royalty For Hosting Rights [Member] Affiliated Entity [Member]	Mar. 31, 2013 Right To Host Circuit Events [Member]	Dec. 31, 2011 Right To Host Circuit Events [Member] Affiliated Entity [Member]	Mar. 31, 2013 Royalty Fee To Use Brands [Member] Affiliated Entity [Member]	Dec. 31, 2011 Royalty Fee To Use Brands [Member] Affiliated Entity [Member]	Mar. 31, 2013 Corporate Expenses [Member] Affiliated Entity [Member]	Mar. 31, 2013 Management Fee [Member] Affiliated Entity [Member]	Mar. 31, 2013 Incentive Fee [Member] Affiliated Entity [Member]	Mar. 31, 2013 Line of Credit [Member] Affiliated Entity [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Finite-lived Intangible Assets Acquired			$ 20,500,000	$ 15,000,000
Related Party Transaction, Annual Fee					2,000,000.0
Related Party Transaction, Per Event Fee							75,000
Net revenues	151,100,000					200,000
Related party transaction fee, percent									3.00%		3.00%	4.50%
Related party transaction, expenses								200,000		6,000,000
Management fee	4,500,000											4,500,000
Related Party, Debt Instrument, Basis Spread on Variable Rate													5.00%
Interest Expense, Related Party													600,000
Paid-in-kind interest	(100,000)	100,000
Interest Income, at Stated Interest Rate, Related Parties		16,700,000
Interest Income, Accretion Of Discount, Related Parties		$ 23,800,000

XML

Equity and Non-controlling Interests - Growth Partners - Net Income/(Loss) (Details) (Predecessor Growth Partners [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Predecessor Growth Partners [Member]
Noncontrolling Interest [Line Items]
Net loss attributable to redeemable non-controlling interests(1)	$ 0
Net loss attributable to non-controlling interests	(1.8)
Net Income (Loss) Attributable to Noncontrolling Interest	$ (1.8)

XML

Stockholders' Equity and Income Per Share - CAC (Details)	0 Months Ended
	Feb. 26, 2013	Mar. 31, 2014 Common Class A [Member]	Dec. 31, 2013 Common Class A [Member]	Mar. 31, 2014 Common Class B [Member]	Dec. 31, 2013 Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares issued		135,771,882	135,771,882	0	0
Call Right, Cash Portion of Consideration, Maximum	50.00%
Call Right, Purchase Price, Return on Capital Contribution	10.50%
Call Right, Capital Contribution, Annual, Maximum Return	25.00%

XML

Subsequent Events - Growth Partners (Notes)

3 Months Ended

Mar. 31, 2014

Subsequent Event [Line Items]

Subsequent Events

Subsequent Events

Because subsequent events related to our equity method investee could be impactful to our financial performance, we have elected to include significant subsequent events of CGP LLC herein.

Asset Purchase Transaction Agreement

On March 1, 2014, CAC entered into a Transaction Agreement (the "Agreement") by and among, Caesars Entertainment, CEOC, Caesars License Company, LLC ("CLC"), Harrah’s New Orleans Management Company ("HNOMC"), Corner Investment Company, LLC ("CIC"), 3535 LV Corp. ("3535 LV"), Parball Corporation ("Parball"), JCC Holding Company II, LLC ("JCC Holding"), CAC and CGP LLC. The Agreement was fully negotiated by and between a Special Committee of CEC’s Board of Directors (the "CEC Special Committee") and a Special Committee of CAC’s Board of Directors (the "CAC Special Committee"), each comprised solely of independent directors, and was recommended by both committees and approved by the Boards of Directors of CEC and CAC. The CEC Special Committee, the CAC Special Committee and the Boards of Directors of CEC and CAC each received fairness opinions from firms with experience in valuation matters, which stated that, based upon and subject to (and in reliance on) the assumptions made, matters considered and limits of such review, in each case as set forth in the opinions, the Purchase Price (as defined below) was fair from a financial point of view to CEC and CGP LLC, respectively.

Pursuant to the terms of the Agreement, CGP LLC (or one or more of its designated direct or indirect subsidiaries) agreed to acquire from CEOC or one or more of its affiliates, (i) The Cromwell (f/k/a Bill’s Gamblin’ Hall & Saloon), The Quad, Bally’s Las Vegas and Harrah’s New Orleans (each a "Property" and collectively, the "Properties"), (ii) 50% of the ongoing management fees and any termination fees payable under the Property Management Agreements to be entered between a Property Manager (as defined below) and the owners of each of the Properties (the "Property Management Agreements"); and (iii) certain intellectual property that is specific to each of the Properties (together with the transactions described in (i) and (ii) above, the "Asset Purchase Transaction") for an aggregate purchase price of $2.0 billion (the "Purchase Price"), less outstanding debt to be assumed in the Asset Purchase Transaction, and also subject to various pre-closing and post-closing adjustments in accordance with the terms of the Agreement.

On May 5, 2014, CAC and CGP LLC entered into that certain First Amendment to Transaction Agreement (the “Amendment”) by and among Caesars Entertainment Corporation, CEOC, CLC, HNOMC, CIC, 3535 LV, Parball and JCC Holding pursuant to which the parties to such agreement amended the Agreement (the Agreement, as so amended by the Amendment, the “Amended Agreement”).

On May 5, 2014, pursuant to the Amended Agreement, CGP LLC acquired The Cromwell, The Quad, and Bally's Las Vegas (together, the "Acquired Properties") and CGP LLC is expected acquire Harrah's New Orleans, subsequent to the required regulatory approval.

Pursuant to the terms of the Amended Agreement, the parties have agreed to use reasonable best efforts to establish a new services joint venture (the "Services JV") which will be jointly owned by CEOC, CERP, and Caesars Growth Properties Holdings, LLC ("CGPH"), a wholly-owned subsidiary of CGP LLC and certain of their respective subsidiaries. The purpose of the Services JV includes the common management of the enterprise-wide intellectual property, which will be licensed by the Services JV to, among other parties, each of the Property Owners, and shared services operations across the portfolio of CEOC, CERP and CGP LLC properties.

The foregoing description of the Agreement and the Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement and the Amendment which were filed with the Securities and Exchange Commission ("SEC") on March 3, 2014 as an Exhibit to Form 8‑K and May 6, 2014 as an Exhibit to Form 8-K, respectively.

Caesars Growth Properties Term Facility

                The purchase price of CGP LLC’s acquisition of The Cromwell, The Quad Resort & Casino, Bally’s Las Vegas, 50% of the ongoing management fees and any termination fees payable for each of these properties, and certain intellectual property that is specific to each of these properties (collectively referred to as the “First Closing”) was funded by CGP LLC with cash on hand and the proceeds of $700.0 million of term loans (the “First Closing Term Loan”). CGPH closed on the First Closing Term Loan on May 5, 2014. The First Closing Term Loan matures on May 5, 2015; provided that CGPH has the option to extend, for a fee equal to 1.00% of the aggregate principal amount of the First Closing Term Loan outstanding on the initial maturity date, for one additional year. The First Closing Term Loan requires scheduled quarterly payments in amounts equal to 0.25% of the original aggregate principal amount of the First Closing Term Loan, with the balance due at maturity. In addition, the First Closing Term Loan is expected to be repaid in full upon the acquisition by CGP LLC of the Harrah’s New Orleans Hotel and Casino, the contribution of the Planet Hollywood Resort and Casino and the release of certain indebtedness required to fund such acquisition from escrow. The Credit Agreement allows CGPH to request one or more incremental term loan and revolving credit facilities in an aggregate amount of up $150.0 million, subject to certain conditions and receipt of commitments by existing or additional financial institutions or institutional lenders.

Caesars Growth Properties Indenture

CGPH and Caesars Growth Properties Finance, Inc. (together, the “Issuers”), issued $675.0 million aggregate principal amount of their 9.375% second-priority senior secured notes due 2022 (the “2022 Notes”) pursuant to an indenture dated as of April 17, 2014, among the Issuers and U.S. Bank National Association, as trustee (the “Indenture”). The Issuers deposited the gross proceeds of the offering of the 2022 Notes, together with additional amounts necessary to redeem the 2022 Notes, if applicable, into a segregated escrow account until the date that certain escrow conditions are satisfied (the “Escrow Release Date”). The Indenture provides that, among other things, prior to the Escrow Release Date, the Issuers will not own, hold or otherwise have any interest in any assets other than the escrow account and cash or cash equivalents (the “Pre-Escrow Release Covenant”). In connection with the First Closing, the Issuers are currently not in compliance with the Pre-Escrow Release Covenant. The Issuers intend to be in compliance with the Indenture prior to such default becoming an event of default under the Indenture by either consummating the Second Closing (acquisition of Harrah’s New Orleans (the “Louisiana Property”), 50% of the ongoing management fees and any termination fees payable for the Louisiana Property, and certain intellectual property that is specific to the Louisiana Property) and releasing the gross proceeds of the notes from escrow or, following receipt of gaming and other required governmental approvals, transferring the assets related to the First Closing to another entity. There can be no assurances, however, that the Issuers will be successful in consummating the Second Closing or transferring such assets, and curing such default.

Caesars Growth Properties Term Loan

On May 8, 2014, Caesars Growth Properties Holdings, LLC (the “Borrower”) closed on the $1.175 billion of term loans (the “Term Loan”) pursuant to a First Lien Credit Agreement among Caesars Growth Properties Parent, LLC (“Parent”), the Borrower, the lenders party thereto, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (the “Administrative Agent”), and Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., UBS Securities LLC, J.P Morgan Securities LLC, Morgan Stanley & Co. LLC, Macquarie Capital (USA) Inc. and Nomura Securities International, Inc., as Co-Lead Arrangers and Bookrunners (the “Credit Agreement”). The Credit Agreement also provides for a $150.0 million revolving credit agreement (the “Revolving Credit Facility”), which was undrawn at the closing of the Term Loan. The Borrower is a subsidiary of CGP LLC, which is a joint venture between Caesars Acquisition Company and Caesars Entertainment Corporation.

Pursuant to an escrow agreement, dated as of May 8, 2014, among U.S. Bank National Association, as escrow agent and securities intermediary, the Administrative Agent and the Borrower, the Borrower deposited the gross proceeds of the Term Loan, together with additional amounts necessary to repay the Term Loan, if applicable, into a segregated escrow account until the date that certain escrow conditions are satisfied.

Full details of this transaction, including additional information on the terms of the Term Loan and Revolving Credit Facility, and the conditions upon which the funds can be released from escrow, can be obtained from the Form 8-K filed with the SEC on May 9, 2014.

Predecessor Growth Partners [Member]

Subsequent Event [Line Items]

Subsequent Events

Recent Developments

Letter from CEOC Second Lien Noteholders

On March 21, 2014, CAC, CGP LLC, Caesars Entertainment, Caesars Entertainment Operating Company, Inc.("CEOC") and Caesars Entertainment Resort Properties, LLC ("CERP") received a letter (the "Second Lien Holders’ Letter") from a law firm acting on behalf of unnamed clients who claim to hold Second-Priority Secured Notes of CEOC, alleging, among other things, that CEOC is insolvent and that CEOC’s owners improperly transferred or seek to transfer valuable assets of CEOC to affiliated entities in connection with: (a) the transaction agreement dated October 21, 2013 by and among Caesars Entertainment, certain subsidiaries of Caesars Entertainment and CEOC, CAC and CGP LLC, which, among other things, provide for the asset transfers from subsidiaries of CEOC to CGP LLC of the Planet Hollywood Resort & Casino and interests in Horseshoe Baltimore that was consummated in 2013 (the "2013 CGP Transaction"); (b) the transfer by CEOC to CERP of Octavius Tower and the Linq that was consummated in 2013; (c) the transfers by CEOC to CGP LLC of The Cromwell, The Quad, and Bally’s Las Vegas (together, the "Acquired Properties Transaction"); and (d) the contemplated transfer of Harrah’s New Orleans (the "Contemplated Transaction"). The Second Lien Holders’ Letter does not identify the holders or specify the amount of Second-Priority Secured Notes or other securities that they may hold. The Second Lien Holders’ Letter includes allegations that these transactions constitute or will constitute voidable fraudulent transfers and represent breaches of alleged fiduciary duties owed to CEOC creditors and that certain disclosures concerning the transactions were inadequate. The Second Lien Holders’ Letter demands, among other things, that the transactions be rescinded or terminated, as would be applicable.

CAC, CGP LLC, Caesars Entertainment, CEOC and CERP strongly believe there is no merit to the Second Lien Holders’ Letter’s allegations and will defend itself vigorously and seek appropriate relief should any action be brought. If a court were to order rescission of the 2013 CGP Transaction, the Acquired Properties Transaction or enjoin consummation of the Contemplated Transaction, CGP LLC and Caesars Entertainment may have to return the properties and/or the assets transferred to CGP LLC in the 2013 CGP Transaction and the Acquired Properties Transaction, or their value, to Caesars Entertainment or CEOC, be forced to pay additional amounts therefor, or to take other actions ordered by the court. In addition, if the Contemplated Transaction were consummated and a court were to find that the transfer was improper, that could trigger a default under the CEOC’s Senior Secured Credit Facilities and the Notes and a court could fashion a number of remedies, including declaring that the liens on the returned assets securing the CEOC’s Senior Secured Credit Facilities and the Notes are not valid or enforceable, or that they may be equitably subordinated or otherwise impaired. These consequences could have a material adverse effect on CGP LLC’s and the Company’s business, financial condition, results of operations and prospects and on the ability of lenders and noteholders to recover on claims under the Senior Secured Credit Facilities and the Notes. See Item 1A.Risk Factors—Risks Related to Caesars Growth Partners, LLC's Business—We are or may become involved in legal proceedings that, if adversely adjudicated or settled, could impact our financial condition.

Letter from Holders of CEOC First Lien Debt

On April 3, 2014, a letter was sent to the boards of directors of Caesars Entertainment and CEOC (the "First Lien Holders’ Letter") by a law firm claiming to act on behalf of unnamed parties who assert that they are lenders under CEOC’s credit agreement and/or holders of CEOC’s first-priority senior secured notes (collectively, the "First Lien Group"), alleging, among other things, that Caesars Entertainment and CEOC improperly transferred or seek to transfer assets of Caesars Entertainment and CEOC to affiliated entities in connection with: (a) the transaction agreement dated October 21, 2013 by and among Caesars Entertainment, certain subsidiaries of Caesars Entertainment and CEOC, CAC and CGP LLC, which, among other things, provides for the contributions by Caesars Entertainment and its subsidiaries to CGP LLC of Caesars Interactive Entertainment, Inc. ("CIE" or "Caesars Interactive") and $1.1 billion face amount of CEOC’s unsecured notes in exchange for non-voting interests of CGP LLC, and the asset transfers from subsidiaries of CEOC to CGP LLC of the Planet Hollywood Resort & Casino and interests in Horseshoe Baltimore that was consummated in 2013; (b) the transfer by CEOC to CERP of Octavius Tower and Project Linq that was consummated in 2013; (c) Acquired Properties Transaction consummated in 2014; and (d) the Contemplated Transaction and formation of Services JV among CEOC, CERP and the Company to provide certain centralized services, including but not limited to common management of enterprise-wide intellectual property (the "Contested Transactions"). The First Lien Holders’ Letter asserts that the consideration received by Caesars Entertainment and CEOC in the Contested Transactions is inadequate, that Caesars Entertainment and CEOC were insolvent when the transactions were approved, that the Contested Transactions represented breaches of alleged fiduciary duties, that certain disclosures concerning the Contested Transactions were inadequate, and concerns about governance of CEOC. The First Lien Holders’ Letter claims that the First Lien Group consists of holders of a total of more than $1.85 billion of CEOC’s first lien debt and that holders of an additional $880.0 million of CEOC’s first lien debt endorse and support the First Lien Holders’ Letter but are not part of the group. The First Lien Holders’ Letter demands, among other things, rescission or termination of the Contested Transactions and requests a meeting with representatives of Caesars Entertainment and other parties to discuss these matters.

Caesars Entertainment and CEOC strongly believe there is no merit to the First Lien Holders’ Letter’s allegations and will defend themselves vigorously and seek appropriate relief should any action be brought. If a court were to order rescission or termination of the Contested Transactions, CGP LLC and its subsidiaries may have to return the assets transferred to CGP LLC in the Contested Transactions or their value to Caesars Entertainment or CEOC, be forced to pay additional amounts therefor, or to take other actions ordered by the court. In addition, if the Contemplated Transaction were consummated and a court were to find that the transfer was improper, that could trigger a default under the debt that CGP LLC is raising to finance such transfers and a court could fashion a number of remedies, including declaring that the liens on the returned assets securing such financing are not valid or enforceable, or that they may be equitably subordinated or otherwise impaired. Furthermore, a court could enjoin the consummation or order rescission of the Services JV transaction. These consequences could have a material adverse effect on CGP LLC’s business, financial condition, results of operations and prospects. See Item 1A.Risk Factors—Risks Related to Caesars Growth Partners, LLC's Business—We are or may become involved in legal proceedings that, if adversely adjudicated or settled, could impact our financial condition.

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Income Taxes - Growth Partners - Schedule of Income before Income Tax (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013 Predecessor Growth Partners [Member]
Income Taxes [Line Items]
Income tax provision on income before income taxes	$ 1.2	$ 2.0
Accumulated other comprehensive income		$ 32.3
Effective tax rate	34.70%	30.80%
Federal statutory rate		35.00%

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Subsequent Events - Growth Partners Subsequent Events (Details) (USD $)	0 Months Ended
	Mar. 02, 2013	Apr. 03, 2014 CEOC First Lien Debt [Member] First Lien Notes [Member] Affiliated Entity [Member] Subsequent Event [Member]	Apr. 03, 2014 CEOC Additional First Lien Debt [Member] First Lien Notes [Member] Affiliated Entity [Member] Subsequent Event [Member]	Apr. 03, 2014 Face Value Senior Notes [Member] CEOC Additional First Lien Debt [Member] Unsecured Debt [Member] Predecessor Growth Partners [Member] Subsequent Event [Member]
Subsequent Event [Line Items]
Aggregate Principal Amount, SeniorNote, Related Party Contribution				$ 1,100,000,000
Consideration Transferred	2,000,000,000
Face amount of debt		$ 1,850,000,000	$ 880,000,000

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Income Taxes - Growth Partners

3 Months Ended

Mar. 31, 2014

Income Taxes [Line Items]

Income Taxes

Income Taxes

Total income taxes were allocated as follows:

(In millions)	March 31, 2014
Income tax impact on income before taxes	$	1.2
Accumulated other comprehensive income	—
Additional paid-in capital	—

We classify reserves for tax uncertainties within Accrued expenses and Deferred credits and other in our Consolidated Condensed Balance Sheets, separate from any related income tax payable or deferred income taxes. Reserve amounts relate to any potential income tax liabilities resulting from uncertain tax positions and potential interest or penalties associated with those liabilities.

Income taxes are recorded under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the expected future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Our equity-method investee, CGP LLC, is a partnership for income tax purposes so the deferred tax assets and liabilities recognized by CAC are also impacted by the expected future tax consequences of temporary differences at CGP LLC.

The effective tax rate for the three months ended March 31, 2014 was 34.7%.

We file income tax returns with federal and state jurisdictions. The 2013 tax year is open for examination for CAC's federal and state jurisdictions.

Predecessor Growth Partners [Member]

Income Taxes [Line Items]

Income Taxes

Income Taxes

Total income taxes were allocated as follows:

(In millions)	Quarter Ended March 31, 2013
Income tax provision on income before income taxes	$	2.0
Accumulated other comprehensive income	32.3

The effective tax rate for the quarter ended March 31, 2013 was 30.8%. The primary cause for the difference from the federal statutory rate of 35% is due to tax benefits from foreign earnings taxed at lower rates and from a favorable tax ruling in Israel received in February 2013, partially offset by an increase in the federal valuation allowance and tax cost of nondeductible stock based compensation and lobbying costs.

We have no uncertain tax positions as of March 31, 2013. The tax years that remain open for examination for the Company’s major jurisdictions are 2010 through 2013 for the U.S. and Canada and 2011 and 2013 for Israel.

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Related Party Transactions - CAC (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	10 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Related Party Transaction [Line Items]
Payables to related party	$ 2.4	$ 0.1
Caesars Entertainment Operating Company Inc [Member]
Related Party Transaction [Line Items]
Related party transaction fee, percent		10.00%
Payables to related party	2.4
Related party expenses	$ 0.5

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Property, General, Administrative and Other - Growth Partners (Tables) (Predecessor Growth Partners [Member])

3 Months Ended

Mar. 31, 2014

Predecessor Growth Partners [Member]

Property, General, Adminstrative and Other Expenses [Line Items]

Property, General, Administrative and Other Expenses

Property, general, administrative and other expense consisted of the following:

(In millions)	Quarter Ended March 31, 2013
Advertising	$	10.8
Research and development	8.3
Payroll costs	8.2
Management fee	4.5
License, franchise tax and other	3.4
Stock-based compensation	2.5
Corporate allocations	2.5
Rental expense	2.4
Utilities	1.9
Other	10.3
Total Property, General, Administrative and Other	$	54.8

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Income Taxes - CAC (Tables)

3 Months Ended

Mar. 31, 2014

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

(In millions)	March 31, 2014
Income tax impact on income before taxes	$	1.2
Accumulated other comprehensive income	—
Additional paid-in capital	—

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Description of Business and Summary of Significant Accounting Policies - Growth Partners (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended					3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013 Predecessor Growth Partners [Member] segment	Feb. 19, 2010 Caesars Entertainment, Inc. [Member] Planet Hollywood [Member]	Dec. 31, 2012 Caesars Entertainment, Inc. [Member] Caesars Interactive Entertainment [Member]	May 31, 2009 Caesars Entertainment, Inc. [Member] Caesars Interactive Entertainment [Member]	Mar. 31, 2014 Caesars Growth Partners, LLC [Member]	Mar. 31, 2013 Restatement Adjustment [Member] Predecessor Growth Partners [Member]
Business Acquisition [Line Items]
Net revenues		$ 151.1				$ 226.3	$ (0.5)
Reportable segments		2
Investment owned (in shares)				119,047
Ownership percentage, equity method investment					89.20%
Equity interests acquired			100.00%
Research and Development Expense		8.3
Advertising Expense		10.8
Operating Expenses	5.9	175.3				288.1	(1.1)
Income tax impact on income before taxes	1.2	2.0				(1.7)	0.3
Net Income (Loss) Attributable to Noncontrolling Interest		(1.8)				6.5	(0.3)
Net Cash Provided by (Used in) Operating Activities	0	29.5					0.9
Net Cash Provided by (Used in) Investing Activities	$ 0	$ (13.5)					$ 0.9

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Segments - Growth Partners - Revenue by Segment (Details) (Predecessor Growth Partners [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013 segment
Segment Reporting Information [Line Items]
Reportable segments	2
Net revenues	$ 151.1
Interactive Entertainment [Member]
Segment Reporting Information [Line Items]
Social and mobile games	66.6
World Series of Poker and Online Real Money Gaming	1.5
Net revenues	68.1
Casino Properties and Development [Member]
Segment Reporting Information [Line Items]
Casino	44.8
Food and beverage	21.4
Rooms	23.6
Other	6.2
Less: casino promotional allowances	(13.0)
Net revenues	$ 83.0

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Stock-Based Compensation and Employee Benefit Plans - Growth Partners - Additional Information (Detail) (Predecessor Growth Partners [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Participating employees contribution maximum, percent	50.00%
Planet Hollywood Reimbursement to CEC [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Related party transaction, expenses	$ 2.2
Caesar's Interactive Plan [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Award vesting period	5 years
Vesting percentage	20.00%
Award contractual period	10 years
Caesar's Interactive Plan [Member] | Stock Option and Warrant [Member] | Property, General, Administrative and Other [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 1.8

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Income Taxes - CAC - Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Income Tax Disclosure [Abstract]
Income tax impact on income before taxes	$ 1.2
Accumulated Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Tax	0
Effective tax rate	34.70%
Tax Recorded to Additional Paid in Capital	$ 0

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COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY - GROWTH PARTNERS (Predecessor Growth Partners [Member], USD $) In Millions, unless otherwise specified	Predecessor Growth Partners [Member] USD ($)	Predecessor Growth Partners [Member] Additional Paid-in Capital [Member] USD ($)	Predecessor Growth Partners [Member] Retained Earnings [Member] USD ($)	Predecessor Growth Partners [Member] Accumulated Other Comprehensive Income [Member] USD ($)	Predecessor Growth Partners [Member] Non-controlling Interests [Member] USD ($)
Beginning balance at Dec. 31, 2012	$ 907.9	$ 272.6	$ 504.4	$ 116.0	$ 14.9
Stockholders' Equity/Deficit [Roll Forward]
Net income (loss)	4.5		6.3		(1.8)
Purchase of Caesars Interactive Management Shares	(2.7)	(2.7)
Stock-based compensation	0.8	0.8
Unrealized gain on investments in notes from related party, net of tax	59.9			59.9
Transactions with related parties	(16.8)	16.8
Ending balance at Mar. 31, 2013	$ 953.6	$ 253.9	$ 510.7	$ 175.9	$ 13.1

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Stock-Based Compensation and Employee Benefit Plans - Growth Partners - Summary of Share-Based Option Activity (Detail) (USD $)			3 Months Ended	12 Months Ended
	Mar. 31, 2013	Jan. 02, 2013	Mar. 31, 2013 Predecessor Growth Partners [Member] Caesar's Interactive Plan [Member]	Dec. 31, 2012 Predecessor Growth Partners [Member] Caesar's Interactive Plan [Member]	Mar. 31, 2014 Predecessor Growth Partners [Member] Caesar's Interactive Plan [Member]	Dec. 31, 2013 Predecessor Growth Partners [Member] Caesar's Interactive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares Available for Grant	4,484	4,484
Shares outstanding, beginning of period					12,916	12,916
Shares outstanding, end of period					12,916	12,916
Shares vested and expected to vest					11,448
Exercisable					6,514
Weighted Average Exercise Price, beginning of period					$ 1,999.71	$ 1,999.71
Weighted Average Exercise Price, end of period					$ 1,999.71	$ 1,999.71
Weighted Average Exercise Price, vested and expected to vest					$ 1,999.71
Exercisable, Weighted Average Exercise Price					$ 1,671.75
Weighted Average Grant Date Fair Value, beginning of period					$ 386.18	$ 386.18
Weighted Average Grant Date Fair Value, end of period					$ 386.18	$ 386.18
Weighted Average Grant Date Fair Value, vested and expected to vest					$ 381.75
Weighted Average Grant Date Fair Value, Exercisable					$ 127.45
Options, Outstanding, Weighted Average Remaining Contractual Term, beginning of period			6 years 10 months 24 days	7 years 2 months 12 days
Options Outstanding, Weighted Average Remaining Contractual Term, end of period			6 years 10 months 24 days	7 years 2 months 12 days
Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term			6 years 10 months 24 days
Options, Exercisable, Weighted Average Remaining Contractual Term			6 years 10 months 24 days

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Segments - Growth Partners (Tables) (Predecessor Growth Partners [Member])

3 Months Ended

Mar. 31, 2014

Predecessor Growth Partners [Member]

Segment Reporting Information [Line Items]

Revenue by reportable segment

Revenue attributed to the reportable segments is as follows:

(In millions)	Quarter Ended March 31, 2013
Interactive Entertainment
Social and mobile games	$	66.6
WSOP and online real money gaming	1.5
	68.1
Casino Properties and Developments
Casino	44.8
Food and beverage	21.4
Rooms	23.6
Other	6.2
Less: casino promotional allowances	(13.0		)
	83.0
Net revenues	$	151.1

Earning before interest income/expense, income taxes, depreciation and amortization

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

	Quarter Ended March 31, 2013
(In millions)	Interactive Entertainment			Casino Properties and Developments			Other			Total
(Loss)/income from operations	$	(37.9	)	$	13.7		$	—		$	(24.2	)
Depreciation and amortization	3.9			6.5			—			10.4
Other income/(expense), net	0.1			0.1			—			0.2
Segment EBITDA	(33.9		)	20.3			—			(13.6		)
Depreciation and amortization	(3.9		)	(6.5		)	—			(10.4		)
Interest expense, net of interest capitalized	(0.6		)	(9.5		)	—			(10.1		)
Interest income-related party	—			—			40.6			40.6
Benefit from/(provision for) income taxes	14.0			(1.8		)	(14.2		)	(2.0		)
Net (loss)/income	$	(24.4	)	$	2.5		$	26.4		$	4.5

Schedule of Revenue by Geographical Areas

The following geographical segment information is presented based on the geographical region of each subsidiary’s country of domicile:

(In millions)	Quarter Ended March 31, 2013
Revenues
United States	$	100.1
Israel	51.0
Net revenues	$	151.1

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Stock-Based Compensation and Employee Benefit Plans - Growth Partners (Predecessor Growth Partners [Member])

3 Months Ended

Mar. 31, 2014

Predecessor Growth Partners [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock-Based Compensation and Employee Benefit Plans

Stock-Based Compensation and Employee Benefit Plans

A number of employee benefit programs are established for purposes of attracting, retaining, and motivating employees. The following is a description of the basic components of these programs.    

Stock-Based Compensation Plans

Caesars Entertainment grants stock-based compensation awards in Caesars Entertainment common stock to certain employees that work for the management companies of Planet Hollywood and Horseshoe Baltimore under the Caesars 2012 Performance Incentive Plan. Caesars Entertainment did not allocate any expense associated with Planet Hollywood executive's stock-based awards for the three months ended March 31, 2013 as it was not considered material to the combined condensed financial statements.

Caesars Interactive grants stock-based compensation awards in Caesars Interactive common stock to its employees and service providers in accordance with the Caesars Interactive Entertainment, Inc. Amended and Restated Management Equity Incentive Plan (the "Plan") which is intended to promote the interests of Caesars Interactive and its shareholders by providing key employees, directors, service providers and consultants with an incentive to encourage their continued employment or service and improve the growth and profitability of Caesars Interactive.

The following is a description of the components of these programs under the Plan:

Stock options and warrants

Time-based stock options have been granted to Caesars Interactive employees and non-employees, and time-based warrants have been granted to non-employees. Historically, both the options and warrants were generally subject to a five-year vesting period; vesting 20% per year on each anniversary of its effective date, until 100% of the options or warrants are fully vested and exercisable. Vesting is subject to the participant’s continued employment or service for non-employees, through the applicable vesting date.

Certain Caesars Interactive employees have been granted Caesars Interactive stock options, and one service provider has been granted a warrant to purchase common stock of Caesars Entertainment, with vesting conditions associated with the legalization and implementation of online gaming in the U.S. These stock options and warrants vest based on conditions other than market, performance or service conditions and therefore have been recorded as liability-classified instruments and are remeasured at their estimated fair value at each reporting date for accounting purposes. Predecessor Growth Partners is recognizing the stock compensation expense associated with these awards over the 10 year contractual life of each of the awards.

All warrants to Caesars Interactive non-employees and the majority of the stock options to employees and non-employees contain a call option, at a fixed amount, which is exercisable by Caesars Interactive. Since the embedded call feature is at a fixed price, the call feature could potentially result in a repurchase amount that is less than the fair value of the underlying shares. Therefore, these options and warrants are liability-classified instruments and are remeasured at fair value at each reporting date for accounting purposes. Options without this call provision are equity-classified instruments and are measured at their fair value at the date of grant for accounting purposes. All unexercised options and warrants expire on the tenth anniversary of the grant date.

As of both March 31, 2013 and January 1, 2013, Caesars Interactive had 4,484 shares available for awards under the Plan. The following is a summary of Caesars Interactive’s stock option and warrant activity for the quarter ended March 31, 2013:

	Shares	Weighted Average Exercise Price		Fair Value (1)		Weighted Average Remaining Contractual Term (years)
Outstanding at January 1, 2013	12,916	$	1,999.71	$	386.18	7.2
Outstanding at March 31, 2013(2)	12,916	$	1,999.71	$	386.18	6.9
Vested and expected to vest at March 31, 2013	11,448	$	1,999.71	$	381.75	6.9
Exercisable at March 31, 2013	6,514	$	1,671.75	$	127.45	6.9

^{______________________} 

⁽¹⁾ Represents the weighted-average grant date fair value per option, using a Monte Carlo simulation model

⁽²⁾ No stock options and warrants were granted or canceled for the three months ended March 31, 2013

When information is available, Caesars Interactive uses historical stock option and warrant holder behavioral data to estimate the option or warrant exercise and termination rates used in the option-pricing model. As CIE does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term, it was calculated through the Monte Carlo model assuming that the options and warrants will be disposed of either post-vesting but prior to a liquidity event, at the date of a liquidity event or after a liquidity event. Expected volatility was based on the historical volatility of the common stock of CIE’s competitor peer group for a period approximating the expected life. Caesars Interactive has no current intention to pay dividends on its common stock. The risk-free interest rate within the expected term was based on the U.S. Treasury yield curve in effect at the time of grant. Valuation assumptions for Caesars Interactive’s stock options and warrants for the quarter ended March 31, 2013 are presented below:

Expected range of volatility	55.5 - 61.3%
Expected dividend yield	—%
Expected range of term (in years)	3.9 - 6.8
Risk-free interest rate range	0.6 - 1.2%

For the three months ended March 31, 2013 the compensation cost that has been charged against earnings for stock options and warrants was approximately $1.8 million which was included in Property, general, administrative and other in the Combined Condensed Statement of Operations.

Restricted Shares and Restricted Stock Units

Certain key employees of a subsidiary of Caesars Interactive have been granted restricted shares, which vest on the third anniversary of grant as long as the employee remains employed through this anniversary date. Prior to July 25, 2012, certain of the restricted shares contained a call option, at a fixed amount, which was exercisable by Caesars Interactive. Therefore, these restricted shares were liability-classified instruments and were measured at fair value at each reporting date for accounting purposes. This call option was removed from the restricted shares on July 25, 2012 at which time the shares were reclassified to equity classified awards. There was no incremental cost associated with this modification as the modification did not alter the fair value of the underlying award. The liability recognized in the Combined Condensed Balance Sheet was reclassified to Additional paid-in capital on the modification date. Restricted shares without this call provision are equity-classified instruments and are measured at their fair value at the date of grant for accounting purposes.

For the three months ended March 31, 2013 total compensation expense that was recorded in earnings for restricted shares was approximately $0.7 million. This expense is included in Property, general, administrative and other in the Combined Condensed Statement of Operations.

Management Shares

In October 2011, certain key CIE employees purchased common stock of Caesars Interactive Entertainment ("Management Shares"). Management Shares are equity-classified instruments for accounting purposes.

In January 2013, CIE offered to purchase a portion of the Management Shares owned by certain members of CIE management at a price of $5,221 per share. Aggregate consideration paid by Caesars Interactive for all shares purchased in the transaction amounted to $2.7 million.

Valuation of Caesars Interactive Common Stock

Caesars Interactive determines the value of its common stock in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the "Practice Aid"). The valuations of CIE's common stock were performed retrospectively by an internal valuation specialist for valuation dates of March 31, 2012 and earlier. The valuations of CIE's common stock were performed contemporaneously by this same internal valuation specialist for the valuation dates between March 31, 2012 and June 30, 2012. Valuations subsequent to June 30, 2012 were determined with the assistance of a third-party valuation firm.

In performing these valuations, the valuation specialists considered the appropriate valuation methodology to use based on the stage of development of CIE at each valuation date, in accordance with the Practice Aid. The valuation specialists considered a number of significant valuation events including, but not limited to, voluntary redemptions of shares by management shareholders electing to redeem such shares, exercises of options by third-party investors to purchase shares of common stock, recent initial public offerings in the social and mobile gaming segment, independent third-party valuations of the WSOP trade name and exclusive rights to host the WSOP tournaments, and recent acquisitions.

Employee Benefits Plans

Caesars Entertainment maintains a defined contribution savings and retirement plan in which employees of both CIE and the management companies of Planet Hollywood and Horseshoe Baltimore may participate. The plan, among other things, provides for pretax and after-tax contributions by employees. Under the plan, participating employees may elect to contribute up to 50% of their eligible earnings, provided that participants who are designated as highly compensated will have their contributions limited to ensure the plan does not discriminate in their favor. In April 2012, Caesars Entertainment reinstated a limited employer match. Predecessor Growth Partners’ reimbursement for Caesars Entertainment’s contribution expense for the three months ended March 31, 2013 was not considered material to the combined financial statements.

Caesars Entertainment also maintains deferred compensation plans, stock-option plans, and an executive supplemental savings plan under which certain employees of the management companies of Planet Hollywood and Horseshoe Baltimore may defer a portion of their compensation. The expenses charged by Caesars Entertainment for employees’ participation in these programs are included in Property, general, administrative and other in the Combined Condensed Statement of Operations.

Certain employees of Caesars Entertainment are covered by union sponsored, collectively bargained, health and welfare multiemployer benefit plans. Caesars Entertainment allocates a portion of the costs associated with these plans to Planet Hollywood. Planet Hollywood's reimbursement for Caesars Entertainment’s contributions and charges for these plans was $2.2 million for the three months ended March 31, 2013. These expenses are included in Property, general, administrative and other in the Combined Condensed Statement of Operations.

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Supplemental Cash Flow Information - Growth Partners

3 Months Ended

Mar. 31, 2014

Supplemental Cash Flow Information [Line Items]

Supplemental Cash Flow Information

Supplemental Cash Flow Information

Significant non-cash transactions in the first quarter of 2014 include $9.3 million in income from our equity method investment in CGP LLC (see Note 3 — Equity Method Investment in Caesars Growth Partners, LLC).

There was no interest expense incurred or cash paid for interest during the period presented.

CAC's expenses incurred in the normal course of business are expected to be paid by CGP LLC on behalf of CAC. In the first quarter of 2014, CGP LLC paid $0.4 million in transaction expenses on behalf of CAC which was accounted for as a distribution from CGP LLC to CAC.

Predecessor Growth Partners [Member]

Supplemental Cash Flow Information [Line Items]

Supplemental Cash Flow Information

Supplemental Cash Flow Information

The increase/(decrease) in cash and cash equivalents due to the changes in working capital accounts were as follows:

(In millions)	Quarter Ended March 31, 2013
Interest receivable from related party	$	(16.8	)
Receivables	(5.3		)
Foreign tax payable	(4.5		)
Prepayments and other current assets	1.3
Accounts payable	1.5
Payable to related parties	5.4
Accrued expenses	1.5
Net change in working capital accounts	$	(16.9	)

The following table reconciles Interest expense, net of interest capitalized, per the Combined Condensed Statement of Operations, to cash paid for interest:

(In millions)	Quarter Ended March 31, 2013
Interest expense, net of interest capitalized	$	10.1
Adjustments to reconcile to cash paid for interest:
Net change in accruals	0.4
Net amortization of debt discounts	(5.6		)
Cash paid for interest	$	4.9
Cash payments for income taxes, net	$	4.2

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Equity and Non-controlling Interests - Growth Partners (Details) (Predecessor Growth Partners [Member], USD $)	3 Months Ended
	Mar. 31, 2013
Predecessor Growth Partners [Member]
Noncontrolling Interest [Line Items]
Reclassification from Accumulated other comprehensive income	$ 0

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Equity Method Investment in Caesars Growth Partners, LLC - CAC - Additional Information (Details) (Caesars Growth Partners, LLC [Member])	Oct. 21, 2013
Caesars Growth Partners, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Liquidation Preference, Invested Portion, Preferred Return Percentage	10.50%

XML

Property, General, Administrative and Other - Growth Partners (Predecessor Growth Partners [Member])

3 Months Ended

Mar. 31, 2014

Predecessor Growth Partners [Member]

Property, General, Adminstrative and Other Expenses [Line Items]

Property, General, Administrative and Other

Property, General, Administrative and Other

Property, general, administrative and other expense consisted of the following:

(In millions)	Quarter Ended March 31, 2013
Advertising	$	10.8
Research and development	8.3
Payroll costs	8.2
Management fee	4.5
License, franchise tax and other	3.4
Stock-based compensation	2.5
Corporate allocations	2.5
Rental expense	2.4
Utilities	1.9
Other	10.3
Total Property, General, Administrative and Other	$	54.8

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Segments - Growth Partners (Predecessor Growth Partners [Member])

3 Months Ended

Mar. 31, 2014

Predecessor Growth Partners [Member]

Segment Reporting Information [Line Items]

Segments

Segments

For financial reporting purposes, Predecessor Growth Partners has two reportable segments: (1) Interactive Entertainment; and (2) Casino Properties and Developments. The Interactive Entertainment segment consists of social and mobile games that are played on various global social and mobile third-party platforms, licensing of the WSOP trade name to third parties for use in social and mobile games and online real money gaming, and the licensing of the WSOP trade name, television rights and sponsorship for WSOP live tournaments. The Interactive Entertainment segment also includes use of the WSOP and Caesars brands for regulated online real money gaming. The Casino Properties and Developments segment consists of Predecessor Growth Partners' interests in a joint venture in a gaming facility in Baltimore, Maryland, and the Planet Hollywood business, which consists of hotel, related food, beverage, entertainment, and parking amenities as well as gaming facility operations. Amounts not aggregated with either the Interactive Entertainment reportable segment or the Casino Properties and Development segment relate to the Investments in notes from related party and related tax impacts, and are reported separately in the Other column in the table below.

Revenue attributed to the reportable segments is as follows:

(In millions)	Quarter Ended March 31, 2013
Interactive Entertainment
Social and mobile games	$	66.6
WSOP and online real money gaming	1.5
	68.1
Casino Properties and Developments
Casino	44.8
Food and beverage	21.4
Rooms	23.6
Other	6.2
Less: casino promotional allowances	(13.0		)
	83.0
Net revenues	$	151.1

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

	Quarter Ended March 31, 2013
(In millions)	Interactive Entertainment			Casino Properties and Developments			Other			Total
(Loss)/income from operations	$	(37.9	)	$	13.7		$	—		$	(24.2	)
Depreciation and amortization	3.9			6.5			—			10.4
Other income/(expense), net	0.1			0.1			—			0.2
Segment EBITDA	(33.9		)	20.3			—			(13.6		)
Depreciation and amortization	(3.9		)	(6.5		)	—			(10.4		)
Interest expense, net of interest capitalized	(0.6		)	(9.5		)	—			(10.1		)
Interest income-related party	—			—			40.6			40.6
Benefit from/(provision for) income taxes	14.0			(1.8		)	(14.2		)	(2.0		)
Net (loss)/income	$	(24.4	)	$	2.5		$	26.4		$	4.5

The following geographical segment information is presented based on the geographical region of each subsidiary’s country of domicile:

(In millions)	Quarter Ended March 31, 2013
Revenues
United States	$	100.1
Israel	51.0
Net revenues	$	151.1

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STATEMENT OF STOCKHOLDERS' EQUITY - CAESARS ACQUISITION COMPANY (USD $) In Millions, unless otherwise specified	Total	Common Stock [Member] Common Class A [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]
Beginning balance at Dec. 31, 2013	$ 1,145.7	$ 0.1	$ 1,141.1	$ 4.5
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	2.2			2.2
Ending balance at Mar. 31, 2014	$ 1,147.9	$ 0.1	$ 1,141.1	$ 6.7

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Related Party Transactions - Growth Partners

3 Months Ended

Mar. 31, 2014

Related Party Transaction [Line Items]

Related Party Transactions

Related Party Transactions

Management Services Agreement with CEOC

In October 2013, CAC entered into a management services agreement with CEOC and CGP LLC (the "CGP Management Services Agreement") pursuant to which CEOC and its subsidiaries provide certain services. The agreement, among other things:

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

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

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

At March 31, 2014, we had payables of $2.4 million due to CEOC, and we recognized expenses of $0.5 million during the quarter ended March 31, 2014, related to the services provided in connection with CGP Management Services Agreement.

Predecessor Growth Partners [Member]

Related Party Transaction [Line Items]

Related Party Transactions

Related Party Transactions

WSOP Trade Name

In 2009, Caesars Interactive acquired the WSOP trademarks and associated rights from CEOC for $15.0 million. At the same time, Caesars Interactive entered into a Trademark License Agreement with CEOC, pursuant to which CEOC acquired an exclusive, perpetual, royalty-free license to use the WSOP trademarks in connection with hosting the WSOP tournaments, operating WSOP branded poker rooms and selling certain WSOP branded retail items. This agreement remains in effect indefinitely, unless earlier terminated pursuant to the agreement's terms.

In 2011, Caesars Interactive entered into a series of transactions pursuant to which Caesars Interactive effectively repurchased the exclusive rights to host the WSOP tournaments from CEOC for $20.5 million. The 2009 Trademark License Agreement remains in effect with respect to WSOP branded poker rooms and retail items, but the rights to host WSOP tournaments are owned by Caesars Interactive. As part of the 2011 transactions, Caesars Interactive entered into a Trademark License Agreement with CEOC pursuant to which Caesars Interactive granted CEOC the right to host the WSOP tournaments at the Rio Hotel in Las Vegas or at such other property agreed to by the parties, in exchange for a $2.0 million per year fee. Simultaneously, Caesars Interactive entered into a Circuit Event Agreement with CEOC pursuant to which Caesars Interactive granted CEOC the right to host a certain number of WSOP circuit events at various properties of CEOC for a price of $75,000 per event. Both agreements are in effect until September 1, 2016, unless earlier terminated pursuant to the agreements' respective terms. Revenues under this agreement associated with the WSOP circuit events amounted to $0.2 million for the three months ended March 31, 2013.

Cross Marketing and Trademark License Agreement

In 2011, Caesars Interactive entered into a Cross Marketing and Trademark License Agreement with Caesars World, Inc., Caesars License Company, LLC, Caesars Entertainment and CEOC. In addition to granting Caesars Interactive the exclusive rights to use various brands of Caesars Entertainment in connection with social and mobile games and online real money gaming in exchange for a 3% royalty, this agreement also provides that CEOC will provide certain marketing and promotional activities for Caesars Interactive, including participation in Caesars Entertainment's Total Rewards loyalty program, and Caesars Interactive will provide certain marketing and promotional activities for Caesars Entertainment and CEOC. The agreement also provides for certain revenue share arrangements where Caesars Interactive pays CEOC for customer referrals. This agreement is in effect until December 31, 2026, unless earlier terminated pursuant to the agreement’s terms. For the three months ended March 31, 2013, Caesars Interactive paid $0.2 million pursuant to the terms of the Cross Marketing and Trademark License Agreement.

Allocated general corporate expenses

The Combined Condensed Statement of Operations reflects an allocation of both expenses incurred in connection with shared services agreements and directly billed expenses incurred through Caesars Entertainment and CEOC. General corporate expenses have been allocated based on a percentage of revenue, or on another basis (such as headcount), depending upon the nature of the general corporate expense being allocated. For the three months ended March 31, 2013 Predecessor Growth Partners recorded allocated general corporate expenses and directly billed expenses totaling $6.0 million.

The accompanying Combined Condensed Statement of Operations also includes allocations of certain Caesars Entertainment general corporate expenses in accordance with shared services agreements under which Caesars Entertainment and its subsidiaries provide services to both Caesars Interactive and Planet Hollywood. These allocations of general corporate expenses may not reflect the expense Predecessor Growth Partners would have incurred if it were a stand-alone company nor are they necessarily indicative of Predecessor Growth Partners' future costs. Management believes the assumptions and methodologies used in the allocation of general corporate expenses from Caesars Entertainment and CEOC are reasonable. Given the nature of these costs, it is not practicable for Predecessor Growth Partners to estimate what these costs would have been on a stand-alone basis.

Planet Hollywood Self-Insurance

Planet Hollywood was self-insured by Caesars Entertainment and its subsidiaries up to certain limits for costs associated with general liability, workers’ compensation, and employee health coverage through June 2013. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of actuarial estimates of incurred but not reported claims. In estimating these reserves, historical loss experience and judgments about the expected levels of costs per claim are considered. These claims are accounted for based on actuarial estimates of the undiscounted claims, including those claims incurred but not reported. Planet Hollywood believes the use of actuarial methods to account for these liabilities provides a consistent and effective way to measure these highly judgmental accruals. Predecessor Growth Partners regularly monitored the potential for changes in estimates, evaluated its insurance accruals, and adjusted its recorded provisions.

Management Fees

PHW Manager, LLC ("PHW Manager"), a wholly-owned subsidiary of CEOC, manages the operations of the Planet Hollywood. Fees paid to PHW Manager for such services include a base management fee calculated at 3.0% of adjusted gross operating revenue plus net casino wins, and an incentive fee calculated at 4.5% of EBITDA less the base management fee. For the three months ended March 31, 2013, the fees were $4.5 million. These fees are included in Property, general, administrative, and other expenses in the Combined Condensed Statement of Operations.

Long-term debt to related party

Caesars Interactive has entered into an unsecured credit facility with Caesars Entertainment (the "Credit Facility") whereby Caesars Entertainment provided to Caesars Interactive unsecured intercompany loans as approved by Caesars Entertainment on an individual transaction basis. No principal payments are required under the Credit Facility until its maturity date of November 29, 2016. The unsecured intercompany loans bear interest on the unpaid principal amounts at a rate per annum equal to London Inter-Bank Offered Rate ("LIBOR") plus 5%. For the three months ended March 31, 2013, CIE recorded $0.6 million of interest expense associated with this debt. The Credit Facility does not have any restrictive or affirmative covenants.

Investments in notes and interest receivable from related party

Predecessor Growth Partners' investments in notes from related party consist solely of senior notes previously issued by CEOC and were acquired by Caesars Entertainment. All investments in notes from related party are classified as available for sale and are recorded as non-current assets.

For the three months ended March 31, 2013, interest income from related parties includes $16.7 million of income based on the stated interest rate, $23.8 million of accretion of discount and $0.1 million of interest income related to the paid-in-kind notes.

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Supplemental Cash Flow Information - Growth Partners (Tables) (Predecessor Growth Partners [Member])

3 Months Ended

Mar. 31, 2014

Predecessor Growth Partners [Member]

Supplemental Cash Flow Information [Line Items]

Supplemental Cash Flow Reconciliation

The increase/(decrease) in cash and cash equivalents due to the changes in working capital accounts were as follows:

(In millions)	Quarter Ended March 31, 2013
Interest receivable from related party	$	(16.8	)
Receivables	(5.3		)
Foreign tax payable	(4.5		)
Prepayments and other current assets	1.3
Accounts payable	1.5
Payable to related parties	5.4
Accrued expenses	1.5
Net change in working capital accounts	$	(16.9	)

The following table reconciles Interest expense, net of interest capitalized, per the Combined Condensed Statement of Operations, to cash paid for interest:

(In millions)	Quarter Ended March 31, 2013
Interest expense, net of interest capitalized	$	10.1
Adjustments to reconcile to cash paid for interest:
Net change in accruals	0.4
Net amortization of debt discounts	(5.6		)
Cash paid for interest	$	4.9
Cash payments for income taxes, net	$	4.2

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Development and Acquisition Activity - Growth Partners - Additional Information (Details) (Predecessor Growth Partners [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Predecessor Growth Partners [Member]
Business Acquisition [Line Items]
Increase (Decrease) in Operating Capital	$ 16.9
Change in fair value of contingent consideration	$ 52.4

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BALANCE SHEET - CAESARS ACQUISITION COMPANY (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Assets
Cash and cash equivalents	$ 0	$ 0
Receivables, net	0	2.5
Prepayments and other current assets	0.8	1.1
Total current assets	0.8	3.6
Equity method investment in Caesars Growth Partners, LLC	1,150.8	1,141.9
Deferred tax assets	9.4	2.1
Total assets	1,161.0	1,147.6
Liabilities and Stockholders’ Equity
Accounts payable	4.3	1.4
Payables to related party	2.4	0.1
Deferred tax liabilities	0.4	0.4
Accrued Income Taxes, Current	6.0	0
Total current liabilities	13.1	1.9
Commitments and contingencies (Note 6)
Stockholders’ equity
Common stock: $0.001 par value; 300,000,000 Class A shares and 900,000,000 Class B shares authorized; 135,771,882 Class A shares issued and outstanding at March 31, 2014 and December 31, 2013	0.1	0.1
Additional paid-in capital	1,141.1	1,141.1
Retained earnings	6.7	4.5
Total stockholders' equity	1,147.9	1,145.7
Total liabilities and stockholders' equity	$ 1,161.0	$ 1,147.6

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Equity Method Investment in Caesars Growth Partners, LLC - CAC - Schedule of Financial Results (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Schedule of Equity Method Investments [Line Items]
Total operating expenses	$ 5.9
Income (Loss) before income taxes	3.4
Provision for income taxes	(1.2)
Net income (loss)	2.2
Current assets	0.8	3.6
Current liabilities	13.1	1.9
Caesars Growth Partners, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Net revenues	226.3
Interactive Entertainment - Direct	35.3
Casino Properties and Developments - Direct	40.6
Property, general, administrative and other	121.8
Depreciation and amortization	13.6
Change in fair value of contingently issuable non-voting membership units	76.1
Change in fair value of contingent consideration	0.7
Total operating expenses	288.1
Income (Loss) from operations	(61.8)
Interest expense, net of interest capitalized	(11.9)
Investment Income, Interest	1.0
Interest income - related party	48.8
Loss on extinguishment of debt	(0.6)
Income (Loss) before income taxes	(24.5)
Provision for income taxes	1.7
Net income (loss)	(26.2)
Less: net loss/(income) attributable to non-controlling interests	(6.5)
Net income (loss)	(19.7)
Current assets	1,101.2	1,103.5
Long-term assets	2,237.9	2,075.0
Current liabilities	310.2	232.5
Long-term liabilities	1,238.0	1,147.6
Redeemable non-controlling interests	3.3	3.9
Non-redeemable non-controlling interests	46.8	44.8
Caesars Growth Partners, LLC [Member] | Interactive Entertainment [Member]
Schedule of Equity Method Investments [Line Items]
Net revenues	124.2
Caesars Growth Partners, LLC [Member] | Casino Properties and Development [Member]
Schedule of Equity Method Investments [Line Items]
Net revenues	$ 102.1

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STATEMENT OF COMPREHENSIVE INCOME - CAESARS ACQUISITION COMPANY (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Statement of Comprehensive Income [Abstract]
Net income	$ 2.2
Other comprehensive income, net of income taxes	0
Total comprehensive income	$ 2.2

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Leases - Growth Partners (Details) (Predecessor Growth Partners [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Operating Leased Assets [Line Items]
Rental expense	$ 2.4
Property, General, Administrative and Other [Member]
Operating Leased Assets [Line Items]
Rental expense	$ 3.3
Minimum
Operating Leased Assets [Line Items]
Operating Lease Term	1 year
Maximum
Operating Leased Assets [Line Items]
Operating Lease Term	84 years

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Description of Business and Summary of Significant Accounting Policies - Growth Partners (Policies)

3 Months Ended

Mar. 31, 2014

Organization and Basis of Presentation [Line Items]

Basis of Presentation

Basis of Presentation

Our unaudited financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"), which require the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of expenses during the reporting periods. Management believes the accounting estimates are appropriate and reasonably determined. However, due to the inherent uncertainties in making these estimates, actual amounts could differ.

The results for the interim period reflect all adjustments (consisting primarily of normal recurring adjustments) that management considers necessary for a fair presentation of financial position, results of operations, and cash flows. The results of operations for our interim period are not necessarily indicative of the results of operations that may be achieved for the entire 2014 fiscal year.

As CAC's only material asset on the Condensed Balance Sheet is its equity method investment in CGP LLC, segment reporting is not applicable. We have elected to include condensed consolidated financial information of CGP LLC as an exhibit to this quarterly report

Predecessor Growth Partners [Member]

Organization and Basis of Presentation [Line Items]

Use of Estimates

Use of Estimates

Predecessor Growth Partners' unaudited combined condensed financial statements are prepared in accordance with GAAP, which requires management to make estimates and assumptions that affect the reported amounts in the unaudited combined condensed financial statements and notes thereto. Significant estimates and assumptions impacting the Predecessor Growth Partners' unaudited combined condensed financial statements include, but are not limited to, the estimated consumption rate of virtual goods that it uses for revenue recognition within the Interactive Entertainment segment, useful lives of property, equipment and amortizing intangible assets, income taxes, accounting for stock-based compensation, the valuation of contingent consideration and the evaluation of goodwill and long-lived assets for impairment. Management believes the accounting estimates are appropriate and reasonably determined. However, due to the inherent uncertainties in making these estimates, actual amounts could differ from such estimates.

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Stock-Based Compensation and Employee Benefit Plans - Growth Partners - Management Shares (Details) (Predecessor Growth Partners [Member], USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended	1 Months Ended
	Mar. 31, 2013	Jan. 31, 2013 Caesar's Interactive Plan [Member] Management Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share price		$ 5,221
Stock Repurchased During Period From Related Party, Value	$ 2.7	$ 2.7

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Recently Issued Accounting Pronouncements - Growth Partners (Predecessor Growth Partners [Member])

3 Months Ended

Mar. 31, 2014

Predecessor Growth Partners [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Predecessor Growth Partners has assessed recently issued guidance and has determined there are no recently issued accounting pronouncements that will have a material impact on their results of operations or cash flows.

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Equity Method Investment in Caesars Growth Partners, LLC - CAC (Tables)

3 Months Ended

Mar. 31, 2014

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Financial Results from Equity Method Investment

Our investee, CGP LLC, had the following financial results as of or for the periods indicated (see CGP LLC unaudited financial information in Exhibit 99.1):

(In millions)	Quarter Ended March 31, 2014
Statement of Operations
Revenues
Interactive Entertainment	$	124.2
Casino Properties and Developments	102.1
Net revenues	226.3
Operating expenses
Interactive Entertainment - Direct	35.3
Casino Properties and Developments - Direct	40.6
Property, general, administrative and other	121.8
Depreciation and amortization	13.6
Change in fair value of contingently issuable non-voting membership units	76.1
Change in fair value of contingent consideration	0.7
Total operating expenses	288.1
Loss from operations	(61.8		)
Interest expense, net of interest capitalized	(11.9		)
Interest income	1.0
Interest income - related party	48.8
Loss on extinguishment of debt	(0.6		)
Loss before provision for income taxes	(24.5		)
Provision for income taxes	(1.7		)
Net loss	(26.2		)
Less: net loss attributable to non-controlling interests	6.5
Net loss attributable to Caesars Growth Partners, LLC	$	(19.7	)

Balance Sheet Data	March 31, 2014		December 31, 2013
Current assets	$	1,101.2	$	1,103.5
Long-term assets	2,237.9		2,075.0
Current liabilities	310.2		232.5
Long-term liabilities	1,238.0		1,147.6
Redeemable non-controlling interests	3.3		3.9
Non-redeemable non-controlling interests	46.8		44.8

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Equity and Non-controlling Interests - Growth Partners

3 Months Ended

Mar. 31, 2014

Schedule of Equity and Non-controlling Interest [Line Items]

Equity and Non-Controlling Interests

Stockholders’ Equity and Earnings per Share

Stockholders' Equity

Common Stock

As of both March 31, 2014 and December 31, 2013, CAC had issued a total of 135,771,882 shares of Class A common stock and no shares of Class B common stock.

Call Right

Pursuant to the certificate of incorporation of CAC and the CGP Operating Agreement, after October 21, 2016, Caesars Entertainment and/or its subsidiaries will have the right, which it may assign to any of its affiliates or to any transferee of all non-voting units of CGP LLC held by subsidiaries of Caesars Entertainment, to acquire all or a portion of the voting units of CGP LLC (or, at the election of CAC, shares of CAC’s Class A common stock) not otherwise owned by Caesars Entertainment and/or its subsidiaries at such time. The purchase consideration may be, at Caesars Entertainment’s option, cash or shares of Caesars Entertainment’s common stock valued at market value, net of customary market discount and expenses, provided that the cash portion will not exceed 50% of the total consideration in any exercise of the call right. The purchase price will be the greater of (i) the fair market value of the voting units of CGP LLC (or shares of CAC’s Class A common stock) at such time based on an independent appraisal or (ii) the initial capital contribution in respect of such units plus a 10.5% per annum return on such capital contribution, subject to a maximum return on such capital contribution of 25% per annum, taking into account prior distributions with respect to such units.

Accumulated Other Comprehensive Income

For the three-month period ended March 31, 2014, there were no amounts reclassified out of Accumulated other comprehensive income.

Earnings per Share

Basic earnings per share is calculated by dividing income, net of income taxes, by the weighted average number of common shares outstanding for the three-month period ended March 31, 2014. There were no dilutive shares and there were no anti-dilutive shares excluded from the computation of diluted income per share for the quarter ended March 31, 2014.

Predecessor Growth Partners [Member]

Schedule of Equity and Non-controlling Interest [Line Items]

Equity and Non-Controlling Interests

Equity and Non-Controlling Interests

Additional paid-in capital and Retained earnings

Additional paid-in capital and Retained earnings represent the cumulative net investment by Caesars Entertainment in Predecessor Growth Partners, including any prior net income or loss or other comprehensive income or loss attributed to Predecessor Growth Partners and contributions received from or distributions made to Caesars Entertainment. Current domestic income tax liabilities were deemed to be remitted in cash to Caesars Entertainment in the period the related income tax expense was recorded. Certain transactions between Predecessor Growth Partners and other related parties that are wholly-owned subsidiaries of Caesars Entertainment, including allocated expenses and settlement of intercompany transactions, were also included in Additional paid-in capital.

Cash received as interest on investments in notes from related party was transferred back to Caesars Entertainment. Such transfers were recorded as equity transactions, net of associated tax, and included as a component of Additional paid-in capital. Predecessor Growth Partners treated these net distributions to Caesars Entertainment as financing transactions in its statement of cash flows.

Non-controlling interest

The following is a summary of Predecessor Growth Partners' net loss attributable to non-controlling interests for the three months ended March 31, 2013:

(In millions)	Quarter Ended March 31, 2013
Net loss attributable to redeemable non-controlling interests(1)	$	—
Net loss attributable to non-controlling interests	(1.8		)
As presented on the Combined Statement of Operations
Net loss attributable to non-controlling interests	$	(1.8	)

⁽¹⁾As of March 31, 2013, STRON-MD Limited Partnership holds 4.8% of the Maryland Joint Venture. Their non-controlling interest contains an embedded put feature that may cause us, at any time, to purchase all of STRON-MD Limited Partnership’s interest in Maryland Joint Venture either at cost prior to the commencement of the planned casino’s operations, or at fair market value after the commencement of operations.

Accumulated other comprehensive income

Accumulated other comprehensive income consists of unrealized gain on investments in notes from related party, net of taxes. For the three months ended March 31, 2013, there were no amounts reclassified out of Accumulated other comprehensive income.

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Segments - Growth Partners - Net Income (Loss) by Segment (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013 Predecessor Growth Partners [Member]	Mar. 31, 2013 Predecessor Growth Partners [Member] Interactive Entertainment [Member]	Mar. 31, 2013 Predecessor Growth Partners [Member] Casino Properties and Development [Member]	Mar. 31, 2013 Predecessor Growth Partners [Member] Other Segments
Segment Reporting Information [Line Items]
Income/(loss) from operations		$ (24.2)	$ (37.9)	$ 13.7	$ 0
Depreciation and amortization		(10.4)	(3.9)	(6.5)	0
Other income (expense), including interest income		0.2	0.1	0.1	0
Segment EBITDA		(13.6)	(33.9)	20.3	0
Depreciation and amortization		(10.4)	(3.9)	(6.5)	0
Interest expense, net of interest capitalized		(10.1)	(0.6)	(9.5)	0
Interest income - related party		40.6	0	0	40.6
Related tax impact	(1.2)	(2.0)	14.0	(1.8)	(14.2)
Net income (loss)		$ 4.5	$ (24.4)	$ 2.5	$ 26.4

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COMBINED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) - GROWTH PARTNERS (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013 Predecessor Growth Partners [Member]
Net income	$ 4.5
Other comprehensive income, net of income taxes:
Unrealized gain on investments in notes from related party, net of tax	59.9
Total other comprehensive income, net of income taxes	59.9
Comprehensive income	64.4
Less: net loss/(income) attributable to non-controlling interests	1.8
Total comprehensive income	$ 66.2

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BALANCE SHEET - CAESARS ACQUISITION COMPANY (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Common Class A [Member]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	135,771,882	135,771,882
Common stock, shares outstanding	135,771,882	135,771,882
Common Class B [Member]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	900,000,000	900,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0

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Litigation - CAC

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Litigation

Litigation and Other Matters

From time to time, CAC, Predecessor Growth Partners (as defined in the Condensed Financial Statements of Predecessor Growth Partners contained within this quarterly report), or CGP LLC may be subject to legal proceedings and claims in the ordinary course of business.

Multiple lawsuits have been filed against CBAC Gaming, LLC ("CBAC"), the City of Baltimore, the Maryland Department of the Environment ("MDE"), and other parties in relation to the proposed location and the development of Horseshoe Baltimore casino in Maryland ("Horseshoe Baltimore"). These cases allege violations of various environmental laws, violations of zoning laws and public nuisance, among other claims. Although CAC, Predecessor Growth Partners, and CGP LLC believe that they have adequate defenses to these claims, an adverse judgment could result in additional costs, delays in construction, or injunctions.

In November 2012, the MDE granted approval of the Maryland Joint Venture's (the entity that indirectly holds interests in Horseshoe Baltimore casino in Maryland) amended response action plan ("RAP") under MDE's Voluntary Cleanup Program that named the Maryland Joint Venture, rather than the City of Baltimore, as the party that will implement the RAP and redevelop the proposed location of Horseshoe Baltimore. On February 20, 2013, a group of local residents working with the non-profit Inner Harbor Stewardship Foundation (the "Foundation") filed a complaint in the Maryland Circuit Court challenging the legality of the MDE's approval of the amended RAP. In the case, known as Ruth Sherrill, et al. v. State of Maryland Department of the Environment, et al., the Plaintiffs claimed that the amended RAP was approved without complying with the public notice and participation requirements of Maryland law. The plaintiffs sought additional public notice and participation, and to obtain an injunction on, among other things, any construction activities at the site pending the resolution of the case. On March 14, 2013, the court denied the plaintiffs' motion for a Temporary Restraining Order and Preliminary Injunction ("TRO"). The plaintiffs' appeal of the TRO ruling was dismissed. On April 22, 2013, the plaintiffs filed an amended complaint adding a public nuisance claim to their original complaint. The Maryland Joint Venture filed a motion to dismiss the plaintiffs' amended complaint and a hearing was held on the motion on June 14, 2013. The amended complaint was dismissed on November 6, 2013. The plaintiffs filed a notice of appeal on December 6, 2013 and oral arguments are scheduled for September 2014.

The plaintiffs issued a notice of intent to file a citizen suit under 42 U.S.C. §§ 6972(a)(1)(A) and (a)(1)(B) of the Resource Conservation and Recovery Act. This notice of intent indicated an intention to sue CBAC, the City of Baltimore, Whiting-Turner, the general contractor for the construction of the Horseshoe Baltimore, and the Maryland Chemical Company, the former owner and operator of the site. The citizen suit was filed on September 19, 2013, but did not name Whiting-Turner. The defendants filed motions to dismiss on October 15, 2013 for lack of subject matter jurisdiction and failure to state a claim to which plaintiffs responded on November 1, 2013. No hearing has been set on the motions to dismiss.

The decision of the Board of Municipal Zoning Appeals to grant variances for the site for Horseshoe Baltimore was appealed by separate parties on the basis of alleged procedural irregularities. The appeals were dismissed for lack of standing on October 11, 2013 and no appeal of that decision was timely filed.

On August 1, 2013, ten individuals claiming to represent a class of similarly situated individuals filed a complaint in the U.S. District Court for the Northern District of Maryland against the Maryland Department of the Environment, the City of Baltimore, the U.S. Environmental Protection Agency, CBAC, Whiting-Turner Contracting Company, and Urban Green Environmental, LLC. The 11 count complaint alleged that the RAP for the proposed location of Horseshoe Baltimore is inadequate and approved without appropriate public participation. Plaintiffs seek declaratory and injunctive relief, compensatory and punitive damages, and claim violations of civil rights laws and the Clean Water Act, civil conspiracy, and a variety of torts. The plaintiffs also sought a temporary restraining order, which the District Court denied on August 9, 2013. Plaintiffs amended their complaint on November 15, 2013 and again on December 26, 2013, adding 44 new plaintiffs and naming MDE, the Secretary of MDE, the City of Baltimore, the Mayor of the City of Baltimore, the Baltimore Development Corporation, and CBAC and CBAC Borrower LLC ("CBAC Borrower") as defendants. The defendants filed motions to dismiss on January 27, 2014 and plaintiffs filed their oppositions on February 28, 2014.

From time to time, the City of Baltimore may be subject to legal proceedings asserting claims related to the site. At this time, CAC, Predecessor Growth Partners, and CGP LLC have not been named as parties to these proceedings. However, an unfavorable outcome for the City of Baltimore could lead to construction delays if it were determined that corrective action was required and could not be implemented successfully offsite.

Four residents of Baltimore City and County issued a notice of intent to file a citizen suit under 33 U.S.C. § 1365(b) of the Clean Water Act against the City of Baltimore as owner of the site for water pollution alleged to originate there. A lawsuit was filed on behalf of two of the residents on July 2, 2013. The City of Baltimore moved to dismiss the complaint on August 28, 2013. One of the plaintiffs withdrew from the case on October 10, 2013. The U.S. District Court for the District of Maryland dismissed the case without prejudice on January 7, 2014 for lack of standing.

Two residents of Baltimore City filed suit on May 20, 2013 against the City of Baltimore, as owner of the site, alleging that the City of Baltimore was in violation of Maryland water pollution laws as a result of groundwater contamination alleged to be migrating from the site. The City of Baltimore was served with the complaint on June 12, 2013. An amended complaint was filed on July 19, 2013, which the City of Baltimore moved to dismiss on August 6, 2013. Plaintiffs dismissed the complaint without prejudice on September 12, 2013.

Letter from CEOC Second Lien Noteholders

On March 21, 2014, CAC, CGP LLC, Caesars Entertainment, Caesars Entertainment Operating Company, Inc. ("CEOC") and Caesars Entertainment Resort Properties, LLC ("CERP") received a letter (the "Second Lien Holders’ Letter") from a law firm acting on behalf of unnamed clients who claim to hold Second-Priority Secured Notes of CEOC, alleging, among other things, that CEOC is insolvent and that CEOC’s owners improperly transferred or seek to transfer valuable assets of CEOC to affiliated entities in connection with: (a) the transaction agreement dated October 21, 2013 by and among Caesars Entertainment, certain subsidiaries of Caesars Entertainment and CEOC, CAC and CGP LLC, which, among other things, provide for the asset transfers from subsidiaries of CEOC to CGP LLC of the Planet Hollywood Resort & Casino and interests in Horseshoe Baltimore that was consummated in 2013 (the "2013 CGP Transaction"); (b) the transfer by CEOC to CERP of Octavius Tower and the Linq that was consummated in 2013; (c) the transfers by CEOC to CGP LLC of The Cromwell, The Quad, and Bally’s Las Vegas (together, the "Acquired Properties Transaction"); and (d) the contemplated transfer of Harrah’s New Orleans (the "Contemplated Transaction"). The Second Lien Holders’ Letter does not identify the holders or specify the amount of Second-Priority Secured Notes or other securities that they may hold. The Second Lien Holders’ Letter includes allegations that these transactions constitute or will constitute voidable fraudulent transfers and represent breaches of alleged fiduciary duties owed to CEOC creditors and that certain disclosures concerning the transactions were inadequate. The Second Lien Holders’ Letter demands, among other things, that the transactions be rescinded or terminated, as would be applicable.

CAC, CGP LLC, Caesars Entertainment, CEOC and CERP strongly believe there is no merit to the Second Lien Holders’ Letter’s allegations and will defend themselves vigorously and seek appropriate relief should any action be brought. If a court were to order rescission of the 2013 CGP Transaction, the Acquired Properties Transaction or enjoin consummation of the Contemplated Transaction, CGP LLC and Caesars Entertainment may have to return the properties and/or the assets transferred to CGP LLC in the 2013 CGP Transaction and the Acquired Properties Transaction, or their value, to Caesars Entertainment or CEOC, be forced to pay additional amounts therefor, or to take other actions ordered by the court. In addition, if the Contemplated Transaction were consummated and a court were to find that the transfer was improper, that could trigger a default under the CEOC’s Senior Secured Credit Facilities and the Notes and a court could fashion a number of remedies, including declaring that the liens on the returned assets securing the CEOC’s Senior Secured Credit Facilities and the Notes are not valid or enforceable, or that they may be equitably subordinated or otherwise impaired. These consequences could have a material adverse effect on CGP LLC’s and the Company’s business, financial condition, results of operations and prospects and on the ability of lenders and noteholders to recover on claims under the Senior Secured Credit Facilities and the Notes. See Item 1A.Risk Factors—Risks Related to Caesars Growth Partners, LLC's Business—We are or may become involved in legal proceedings that, if adversely adjudicated or settled, could impact our financial condition.

Letter from Holders of CEOC First Lien Debt

On April 3, 2014, a letter was sent to the boards of directors of Caesars Entertainment and CEOC (the "First Lien Holders’ Letter") by a law firm claiming to act on behalf of unnamed parties who assert that they are lenders under CEOC’s credit agreement and/or holders of CEOC’s first-priority senior secured notes (collectively, the "First Lien Group"), alleging, among other things, that Caesars Entertainment and CEOC improperly transferred or seek to transfer assets of Caesars Entertainment and CEOC to affiliated entities in connection with: (a) the transaction agreement dated October 21, 2013 by and among Caesars Entertainment, certain subsidiaries of Caesars Entertainment and CEOC, CAC and CGP LLC, which, among other things, provides for the contributions by Caesars Entertainment and its subsidiaries to CGP LLC of Caesars Interactive Entertainment, Inc. ("CIE" or "Caesars Interactive") and $1.1 billion face amount of CEOC’s unsecured notes in exchange for non-voting interests of CGP LLC, and the asset transfers from subsidiaries of CEOC to CGP LLC of the Planet Hollywood Resort & Casino and interests in Horseshoe Baltimore that was consummated in 2013; (b) the transfer by CEOC to CERP of Octavius Tower and Project Linq that was consummated in 2013; (c) Acquired Properties Transaction consummated in 2014; and (d) the Contemplated Transaction and formation of Services JV among CEOC, CERP and the Company to provide certain centralized services, including but not limited to common management of enterprise-wide intellectual property (the "Contested Transactions"). The First Lien Holders’ Letter asserts that the consideration received by Caesars Entertainment and CEOC in the Contested Transactions is inadequate, that Caesars Entertainment and CEOC were insolvent when the transactions were approved, that the Contested Transactions represented breaches of alleged fiduciary duties, that certain disclosures concerning the Contested Transactions were inadequate, and concerns about governance of CEOC. The First Lien Holders’ Letter claims that the First Lien Group consists of holders of a total of more than $1.85 billion of CEOC’s first lien debt and that holders of an additional $880.0 million of CEOC’s first lien debt endorse and support the First Lien Holders’ Letter but are not part of the group. The First Lien Holders’ Letter demands, among other things, rescission or termination of the Contested Transactions and requests a meeting with representatives of Caesars Entertainment and other parties to discuss these matters.

Caesars Entertainment and CEOC strongly believe there is no merit to the First Lien Holders’ Letter’s allegations and will defend themselves vigorously and seek appropriate relief should any action be brought. If a court were to order rescission or termination of the Contested Transactions, CGP LLC and its subsidiaries may have to return the assets transferred to CGP LLC in the Contested Transactions or their value to Caesars Entertainment or CEOC, be forced to pay additional amounts therefor, or to take other actions ordered by the court. In addition, if the Contemplated Transaction were consummated and a court were to find that the transfer was improper, that could trigger a default under the debt that CGP LLC is raising to finance such transfers and a court could fashion a number of remedies, including declaring that the liens on the returned assets securing such financing are not valid or enforceable, or that they may be equitably subordinated or otherwise impaired. Furthermore, a court could enjoin the consummation or order rescission of the Services JV transaction. These consequences could have a material adverse effect on CGP LLC’s business, financial condition, results of operations and prospects. See Item 1A.Risk Factors—Risks Related to Caesars Growth Partners, LLC's Business—We are or may become involved in legal proceedings that, if adversely adjudicated or settled, could impact our financial condition.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 07, 2014 Common Class A [Member]	May 07, 2014 Common Class B [Member]
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Fiscal Period Focus	Q1
Document Period End Date	Mar. 31, 2014
Document Fiscal Year Focus	2014
Entity Registrant Name	CAESARS ACQUISITION COMPANY
Entity Central Index Key	0001575879
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		135,771,882	0
Trading Symbol	CACQ

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Supplemental Cash Flow Information - CAC

3 Months Ended

Mar. 31, 2014

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Supplemental Cash Flow Information

Significant non-cash transactions in the first quarter of 2014 include $9.3 million in income from our equity method investment in CGP LLC (see Note 3 — Equity Method Investment in Caesars Growth Partners, LLC).

There was no interest expense incurred or cash paid for interest during the period presented.

CAC's expenses incurred in the normal course of business are expected to be paid by CGP LLC on behalf of CAC. In the first quarter of 2014, CGP LLC paid $0.4 million in transaction expenses on behalf of CAC which was accounted for as a distribution from CGP LLC to CAC.

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STATEMENT OF OPERATIONS - CAESARS ACQUISITION COMPANY (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Income Statement [Abstract]
Revenues	$ 0
Operating expenses	(5.9)
Income from equity method investments	9.3
Income (Loss) before income taxes	3.4
Provision for income taxes	(1.2)
Net income (loss)	2.2
Other comprehensive income, net of income taxes	0
Total comprehensive income	$ 2.2
Earnings per share (basic and diluted)	$ 0.02
Weighted average common shares outstanding (basic and diluted)	135.8

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Description of Business and Summary of Significant Accounting Policies - CAC

3 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

Description of Business and Summary of Significant Accounting Policies

Description of Business and Summary of Significant Accounting Policies

Organization and Description of Business

Caesars Acquisition Company (the "Company," "CAC," "we," "our" and "us"), a Delaware corporation, was formed on February 25, 2013 to make an equity investment in Caesars Growth Partners, LLC ("CGP LLC"), a joint venture between CAC and subsidiaries of Caesars Entertainment Corporation ("CEC" or "Caesars Entertainment"). CAC directly owns 100% of the voting membership units of CGP LLC, a Delaware limited liability company and accounts for its ownership in CGP LLC using the hypothetical liquidation at book value ("HLBV") approach to the equity method of accounting (see Note 3 — Equity Method Investment in Caesars Growth Partners, LLC).

Basis of Presentation

Our unaudited financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"), which require the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of expenses during the reporting periods. Management believes the accounting estimates are appropriate and reasonably determined. However, due to the inherent uncertainties in making these estimates, actual amounts could differ.

The results for the interim period reflect all adjustments (consisting primarily of normal recurring adjustments) that management considers necessary for a fair presentation of financial position, results of operations, and cash flows. The results of operations for our interim period are not necessarily indicative of the results of operations that may be achieved for the entire 2014 fiscal year.

As CAC's only material asset on the Condensed Balance Sheet is its equity method investment in CGP LLC, segment reporting is not applicable. We have elected to include condensed consolidated financial information of CGP LLC as an exhibit to this quarterly report.

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COMBINED STATEMENTS OF CASH FLOWS - GROWTH PARTNERS (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013 Predecessor Growth Partners [Member]
Cash flows from operating activities
Net income	$ 4.5
Adjustments to reconcile net income to cash flows provided by operating activities
Depreciation and amortization	10.4
Amortization of debt discount	5.6
Change in fair value of contingent consideration	52.4
Accretion of discount on investments in notes from related party	(23.8)
Paid-in-kind interest	(0.1)
Stock-based compensation expense	2.5
Net change in deferred income taxes	(5.4)
Net change in long-term accounts	0.2
Net change in working capital accounts	(16.9)
Other non-cash items	0.1
Cash flows provided by operating activities	29.5
Cash flows from investing activities
Land, buildings and equipment additions, net of change in construction payables	(12.6)
Sale of short term investments	4.7
Increase in restricted cash	6.1
Decrease in restricted cash	0.5
Cash flows used in investing activities	(13.5)
Cash flows from financing activities
Purchase of Caesars Interactive’s management shares	(2.7)
Payments on long-term debt to related party	(7.0)
Repayments under lending agreements	(0.9)
Transfers To Parent	(16.8)
Cash flows from (used in) financing activities	(27.4)
Net change in cash and cash equivalents	(11.4)
Cash and cash equivalents, beginning of period	155.6
Cash and cash equivalents, end of period	$ 144.2

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Depreciation and Amortization - Growth Partners (Predecessor Growth Partners [Member])

3 Months Ended

Mar. 31, 2014

Predecessor Growth Partners [Member]

Property, Plant and Equipment [Line Items]

Depreciation and Amortization

Depreciation and Amortization

Depreciation expense for property and equipment is reflected in Depreciation and amortization in the Combined Condensed Statement of Operations. For the three months ended March 31, 2013, the aggregate depreciation expense was $6.8 million.

The aggregate amortization expense for those intangible assets that are amortized is reflected in Depreciation and amortization in the Combined Condensed of Operations. For the three months ended March 31, 2013 there was $3.6 million of amortization expense.

No impairment charges were recorded for goodwill and other non-amortizing intangible assets for the three months ended March 31, 2013.

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Related Party Transactions - CAC

3 Months Ended

Mar. 31, 2014

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

Management Services Agreement with CEOC

In October 2013, CAC entered into a management services agreement with CEOC and CGP LLC (the "CGP Management Services Agreement") pursuant to which CEOC and its subsidiaries provide certain services. The agreement, among other things:

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

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

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

At March 31, 2014, we had payables of $2.4 million due to CEOC, and we recognized expenses of $0.5 million during the quarter ended March 31, 2014, related to the services provided in connection with CGP Management Services Agreement.

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Stockholders' Equity and Income Per Share - CAC

3 Months Ended

Mar. 31, 2014

Equity [Abstract]

Stockholders' Equity and Income Per Share

Stockholders’ Equity and Earnings per Share

Stockholders' Equity

Common Stock

As of both March 31, 2014 and December 31, 2013, CAC had issued a total of 135,771,882 shares of Class A common stock and no shares of Class B common stock.

Call Right

Pursuant to the certificate of incorporation of CAC and the CGP Operating Agreement, after October 21, 2016, Caesars Entertainment and/or its subsidiaries will have the right, which it may assign to any of its affiliates or to any transferee of all non-voting units of CGP LLC held by subsidiaries of Caesars Entertainment, to acquire all or a portion of the voting units of CGP LLC (or, at the election of CAC, shares of CAC’s Class A common stock) not otherwise owned by Caesars Entertainment and/or its subsidiaries at such time. The purchase consideration may be, at Caesars Entertainment’s option, cash or shares of Caesars Entertainment’s common stock valued at market value, net of customary market discount and expenses, provided that the cash portion will not exceed 50% of the total consideration in any exercise of the call right. The purchase price will be the greater of (i) the fair market value of the voting units of CGP LLC (or shares of CAC’s Class A common stock) at such time based on an independent appraisal or (ii) the initial capital contribution in respect of such units plus a 10.5% per annum return on such capital contribution, subject to a maximum return on such capital contribution of 25% per annum, taking into account prior distributions with respect to such units.

Accumulated Other Comprehensive Income

For the three-month period ended March 31, 2014, there were no amounts reclassified out of Accumulated other comprehensive income.

Earnings per Share

Basic earnings per share is calculated by dividing income, net of income taxes, by the weighted average number of common shares outstanding for the three-month period ended March 31, 2014. There were no dilutive shares and there were no anti-dilutive shares excluded from the computation of diluted income per share for the quarter ended March 31, 2014.

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Supplemental Cash Flow Information - Growth Partners (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013 Predecessor Growth Partners [Member]
Increase/(decrease) in cash and cash equivalents due to changes in working capital [Abstract]
Interest receivable from related party		$ (16.8)
Receivables		(5.3)
Foreign tax payable		(4.5)
Prepayments and other current assets		1.3
Accounts payable	2.9	1.5
Payable to related parties	2.3	5.4
Accrued expenses		1.5
Net change in working capital accounts		(16.9)
Cash Paid for Interest [Abstract]
Interest expense, net of interest capitalized		10.1
Adjustments to reconcile to cash paid for interest:
Net change in accruals		0.4
Net amortization of debt discounts		(5.6)
Cash paid for interest		4.9
Cash payments for income taxes, net		$ 4.2

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Recently Issued Accounting Pronouncements - CAC

3 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

We have assessed recently issued guidance and have determined there are no recently issued accounting pronouncements that will have a material impact on our financial position or results of operations.

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Equity Method Investment in Caesars Growth Partners, LLC - CAC

3 Months Ended

Mar. 31, 2014

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investment in Caesars Growth Partners, LLC

Equity Method Investment in Caesars Growth Partners, LLC

We account for our investment in CGP LLC using the HLBV form of the equity method of accounting. Under HLBV accounting, we determine our share of the earnings or losses in CGP LLC by determining the difference between our claim on CGP LLC's book value of equity at the end and beginning of the period. This claim is calculated as the amount that we would receive if CGP LLC were to liquidate all of its net assets at recorded amounts determined in accordance with GAAP and distribute the resulting cash to us in accordance with our respective liquidation priorities. CAC’s claim on CGP LLC's book value of equity is based on the terms of the CGP Operating Agreement, which generally requires the allocation of the net proceeds of a liquidation of CGP LLC as follows:

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

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

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

Based on CGP LLC's loss for the first quarter of 2014, our earnings for the period were equal to our preferred return of 10.5% of capital invested by CGP LLC.

Our investee, CGP LLC, had the following financial results as of or for the periods indicated (see CGP LLC unaudited financial information in Exhibit 99.1):

(In millions)	Quarter Ended March 31, 2014
Statement of Operations
Revenues
Interactive Entertainment	$	124.2
Casino Properties and Developments	102.1
Net revenues	226.3
Operating expenses
Interactive Entertainment - Direct	35.3
Casino Properties and Developments - Direct	40.6
Property, general, administrative and other	121.8
Depreciation and amortization	13.6
Change in fair value of contingently issuable non-voting membership units	76.1
Change in fair value of contingent consideration	0.7
Total operating expenses	288.1
Loss from operations	(61.8		)
Interest expense, net of interest capitalized	(11.9		)
Interest income	1.0
Interest income - related party	48.8
Loss on extinguishment of debt	(0.6		)
Loss before provision for income taxes	(24.5		)
Provision for income taxes	(1.7		)
Net loss	(26.2		)
Less: net loss attributable to non-controlling interests	6.5
Net loss attributable to Caesars Growth Partners, LLC	$	(19.7	)

Balance Sheet Data	March 31, 2014		December 31, 2013
Current assets	$	1,101.2	$	1,103.5
Long-term assets	2,237.9		2,075.0
Current liabilities	310.2		232.5
Long-term liabilities	1,238.0		1,147.6
Redeemable non-controlling interests	3.3		3.9
Non-redeemable non-controlling interests	46.8		44.8

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Income Taxes - CAC

3 Months Ended

Mar. 31, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Total income taxes were allocated as follows:

(In millions)	March 31, 2014
Income tax impact on income before taxes	$	1.2
Accumulated other comprehensive income	—
Additional paid-in capital	—

We classify reserves for tax uncertainties within Accrued expenses and Deferred credits and other in our Consolidated Condensed Balance Sheets, separate from any related income tax payable or deferred income taxes. Reserve amounts relate to any potential income tax liabilities resulting from uncertain tax positions and potential interest or penalties associated with those liabilities.

Income taxes are recorded under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the expected future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Our equity-method investee, CGP LLC, is a partnership for income tax purposes so the deferred tax assets and liabilities recognized by CAC are also impacted by the expected future tax consequences of temporary differences at CGP LLC.

The effective tax rate for the three months ended March 31, 2014 was 34.7%.

We file income tax returns with federal and state jurisdictions. The 2013 tax year is open for examination for CAC's federal and state jurisdictions.

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Stock-Based Compensation and Employee Benefit Plans - Growth Partners - Summary of Restricted Stock Unit Activity (Details) (Predecessor Growth Partners [Member], Caesar's Interactive Plan [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	5 years
Vesting percentage	20.00%
Restricted Awards [Member] | Property, General, Administrative and Other [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 0.7

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Property, General, Administrative and Other - Growth Partners (Details) (Predecessor Growth Partners [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Predecessor Growth Partners [Member]
Property, General, Adminstrative and Other Expenses [Line Items]
Advertising	$ 10.8
Research and development	8.3
Payroll costs	8.2
Management fee	4.5
License, franchise tax and other	3.4
Stock-based compensation	2.5
Corporate allocations	2.5
Rental expense	2.4
Utilities	1.9
Other	10.3
Property, general, administrative and other	$ 54.8

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Stock-Based Compensation and Employee Benefit Plans - Growth Partners - Valuation Assumptions (Details) (Caesar's Interactive Plan [Member], Predecessor Growth Partners [Member])	3 Months Ended
	Mar. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility rate, minimum	55.50%
Expected volatility rate, maximum	61.30%
Expected dividend yield	0.00%
Risk free interest rate, minimum	0.60%
Risk free interest rate, maximum	1.20%
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term	3 years 10 months 24 days
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term	6 years 9 months 18 days

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Description of Business and Summary of Significant Accounting Policies - CAC Description of Business and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Our unaudited financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"), which require the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of expenses during the reporting periods. Management believes the accounting estimates are appropriate and reasonably determined. However, due to the inherent uncertainties in making these estimates, actual amounts could differ.

The results for the interim period reflect all adjustments (consisting primarily of normal recurring adjustments) that management considers necessary for a fair presentation of financial position, results of operations, and cash flows. The results of operations for our interim period are not necessarily indicative of the results of operations that may be achieved for the entire 2014 fiscal year.

As CAC's only material asset on the Condensed Balance Sheet is its equity method investment in CGP LLC, segment reporting is not applicable. We have elected to include condensed consolidated financial information of CGP LLC as an exhibit to this quarterly report

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Subsequent Events - CAC - (Details) (USD $) In Millions, unless otherwise specified	0 Months Ended				0 Months Ended
	Mar. 02, 2013	May 05, 2014 Subsequent Event [Member]	May 08, 2014 Subsequent Event [Member] Term Loans [Member]	Apr. 17, 2014 Notes 2022 [Member] Subsequent Event [Member] Secured Debt [Member]	May 05, 2014 Short-term Debt [Member] First Closing Term Loan [Member] Subsequent Event [Member]	May 05, 2014 Maximum [Member] Term and Revolving Loans [Member] Credit Agreement CGPH [Member] Subsequent Event [Member]
Subsequent Event [Line Items]
Management Fee and Termination Fee Payable Funded by Debt Issuance, Percentage		50.00%
Face amount of debt			$ 1,175.0	$ 675.0	$ 700.0	$ 150.0
Debt Instrument, Extension Option, Percentage of Aggregate Principal					1.00%
Debt Instrument, Quarterly Payment, Percentage of Original Aggregate Principal					0.25%
Percent of Management Fee to be Purchased	50.00%
Debt Instrument, Interest Rate, Stated Percentage				9.375%

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Description of Business and Summary of Significant Accounting Policies - Growth Partners (Predecessor Growth Partners [Member])

3 Months Ended

Mar. 31, 2014

Predecessor Growth Partners [Member]

Organization and Basis of Presentation [Line Items]

Description of Business and Summary of Significant Accounting Policies

Description of Business and Summary of Significant Accounting Policies

Basis of Presentation

The unaudited combined condensed financial statements of Predecessor Growth Partners have been prepared on a stand-alone basis and, as the assets and entities that were acquired by or contributed to CGP LLC in connection with the transactions described in Item 1 - Business of our Annual Report on Form 10-K are considered transactions between entities under common control, include financial information derived from the historical accounting records and consolidated financial statements of Caesars Entertainment. The results for the interim period reflect all adjustments (consisting primarily of normal recurring adjustments) that management considers necessary for a fair presentation of the combined results of operations and cash flows.

Immaterial corrections were recorded for the period presented which impacted the Combined Condensed Statement of Operations by decreasing Net revenues by $0.5 million, decreasing Total operating expenses by $1.1 million, increasing Provision for income taxes by $0.3 million and reducing Net loss attributable to non-controlling interests by $0.3 million, resulting in no change to Net income attributable to Predecessor Growth Partners. The impact to the Combined Condensed Statement of Cash Flows was an increase in Cash flows provided by operating activities of $0.9 million and an increase in Cash flows used in investing activities of $0.9 million. We believe these corrections are not material to our previously issued interim Combined Condensed Financial Statements.

The results of operations for our interim period are not necessarily indicative of the results of operations that may be achieved for the entire fiscal year.

Transactions between Caesars Entertainment and Predecessor Growth Partners have been identified in the unaudited combined condensed historical financial statements and the notes thereto as transactions between related parties (see Note 12 — Related Party Transactions).

Description of Business

Predecessor Growth Partners has two reportable segments: (1) Interactive Entertainment and (2) Casino Properties and Developments. Predecessor Growth Partners’ Interactive Entertainment segment consists of CIE, which is comprised of three distinct, but complementary businesses that reinforce, cross-promote and build upon each other: social and mobile games, the World Series of Poker ("WSOP") and regulated online real money gaming. Predecessor Growth Partners’ Casino Properties and Developments segment consists of the Planet Hollywood Resort & Casino in Las Vegas ("Planet Hollywood") and the Caesars Baltimore Investment Company, LLC ("CBIC" or "Maryland Joint Venture"), which is the entity that indirectly holds interests in the Horseshoe Baltimore.

Interactive Entertainment

In May 2009, Caesars Interactive was formed by Caesars Entertainment who owned approximately 119,047 shares of Caesars Interactive’s common stock, representing approximately 89.2% of the then-outstanding shares of Caesars Interactive. The remainder of the outstanding common stock of Caesars Interactive is owned by Rock Gaming LLC ("Rock") and members of the Caesars Interactive current and former management team.

Caesars Interactive is a social and mobile games and online real money gaming provider and owner of the WSOP brand. In early 2010, Caesars Interactive licensed the WSOP and Caesars brands for use on branded poker, bingo and casino online sites in the United Kingdom. As part of its online strategy, Caesars Interactive will expand its online real money gaming offerings in the United States (the "U.S.") as it becomes legal and regulated, and will offer social and mobile casino-themed game options in those and other jurisdictions. In addition, Caesars Interactive licenses live WSOP tournaments in both the U.S. and international locations.

Casino Properties and Developments

On February 19, 2010, Caesars Entertainment acquired 100% of the equity interests of PHW Las Vegas, LLC, which owned the Planet Hollywood Resort & Casino ("Planet Hollywood"), an entertainment facility located in Las Vegas, Nevada, comprised of one casino, a hotel, multiple restaurants and retail outlets.

In July 2012, a consortium led by Caesars Entertainment was awarded the license to operate a casino in downtown Baltimore. In October 2012, Caesars Entertainment entered into definitive agreements with its partners to form a joint venture that will build and own the Horseshoe Baltimore casino.

Use of Estimates

Predecessor Growth Partners' unaudited combined condensed financial statements are prepared in accordance with GAAP, which requires management to make estimates and assumptions that affect the reported amounts in the unaudited combined condensed financial statements and notes thereto. Significant estimates and assumptions impacting the Predecessor Growth Partners' unaudited combined condensed financial statements include, but are not limited to, the estimated consumption rate of virtual goods that it uses for revenue recognition within the Interactive Entertainment segment, useful lives of property, equipment and amortizing intangible assets, income taxes, accounting for stock-based compensation, the valuation of contingent consideration and the evaluation of goodwill and long-lived assets for impairment. Management believes the accounting estimates are appropriate and reasonably determined. However, due to the inherent uncertainties in making these estimates, actual amounts could differ from such estimates.

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Litigation, Contractual Commitments and Contingent Liabilities - Growth Partners (Predecessor Growth Partners [Member])

3 Months Ended

Mar. 31, 2014

Predecessor Growth Partners [Member]

Litigation, Contractual Commitments and Contingent Liabilities [Line Items]

Litigation, Contractual Commitments and Contingent Liabilities

Litigation, Contractual Commitments and Contingent Liabilities

Litigation

From time to time, CAC, Predecessor Growth Partners, or CGP LLC may be subject to legal proceedings and claims in the ordinary course of business.

Multiple lawsuits have been filed against CBAC, the City of Baltimore, the MDE, and other parties in relation to the proposed location and the development of Horseshoe Baltimore. These cases allege violations of various environmental laws, violations of zoning laws and public nuisance, among other claims. Although CAC, Predecessor Growth Partners, and CGP LLC believe that they have adequate defenses to these claims, an adverse judgment could result in additional costs, delays in construction, or injunctions.

In November 2012, the MDE granted approval of the Maryland Joint Venture’s amended RAP under MDE's Voluntary Cleanup Program that named the Maryland Joint Venture, rather than the City of Baltimore, as the party that will implement the RAP and redevelop the proposed location of Horseshoe Baltimore. On February 20, 2013, a group of local residents working with the non-profit Foundation filed a complaint in the Maryland Circuit Court challenging the legality of the MDE's approval of the amended RAP. In the case, known as Ruth Sherrill, et al. v. State of Maryland Department of the Environment, et al., the Plaintiffs claimed that the amended RAP was approved without complying with the public notice and participation requirements of Maryland law. The plaintiffs sought additional public notice and participation, and to obtain an injunction on, among other things, any construction activities at the site pending the resolution of the case. On March 14, 2013, the court denied the plaintiffs' motion for a TRO. The plaintiffs' appeal of the TRO ruling was dismissed. On April 22, 2013, the plaintiffs filed an amended complaint adding a public nuisance claim to their original complaint. The Maryland Joint Venture filed a motion to dismiss the plaintiffs' amended complaint and a hearing was held on the motion on June 14, 2013. The amended complaint was dismissed on November 6, 2013. The plaintiffs filed a notice of appeal on December 6, 2013 and oral arguments are scheduled for September 2014.

The plaintiffs issued a notice of intent to file a citizen suit under 42 U.S.C. §§ 6972(a)(1)(A) and (a)(1)(B) of the Resource Conservation and Recovery Act. This notice of intent indicated an intention to sue CBAC, the City of Baltimore, Whiting-Turner, the general contractor for the construction of the Horseshoe Baltimore, and the Maryland Chemical Company, the former owner and operator of the site. The citizen suit was filed on September 19, 2013, but did not name Whiting-Turner. The defendants filed motions to dismiss on October 15, 2013 for lack of subject matter jurisdiction and failure to state a claim to which plaintiffs responded on November 1, 2013. No hearing has been set on the motions to dismiss.

The decision of the Board of Municipal Zoning Appeals to grant variances for the site for Horseshoe Baltimore was appealed by separate parties on the basis of alleged procedural irregularities. The appeals were dismissed for lack of standing on October 11, 2013 and no appeal of that decision was timely filed.

On August 1, 2013, ten individuals claiming to represent a class of similarly situated individuals filed a complaint in the U.S. District Court for the Northern District of Maryland against the Maryland Department of the Environment, the City of Baltimore, the U.S. Environmental Protection Agency, CBAC Gaming, LLC, Whiting-Turner Contracting Company, and Urban Green Environmental, LLC. The 11 count complaint alleged that the RAP for the proposed location of Horseshoe Baltimore is inadequate and approved without appropriate public participation. Plaintiffs seek declaratory and injunctive relief, compensatory and punitive damages, and claim violations of civil rights laws and the Clean Water Act, civil conspiracy, and a variety of torts. The plaintiffs also sought a temporary restraining order, which the District Court denied on August 9, 2013. Plaintiffs amended their complaint on November 15, 2013 and again on December 26, 2013, adding 44 new plaintiffs and naming MDE, the Secretary of MDE, the City of Baltimore, the Mayor of the City of Baltimore, the Baltimore Development Corporation, and CBAC and CBAC Borrower as defendants. The defendants filed motions to dismiss on January 27, 2014 and plaintiffs filed their oppositions on February 28, 2014.

From time to time, the City of Baltimore may be subject to legal proceedings asserting claims related to the site. At this time, CAC, Predecessor Growth Partners, and CGP LLC have not been named as parties to these proceedings. However, an unfavorable outcome for the City of Baltimore could lead to construction delays if it were determined that corrective action was required and could not be implemented successfully offsite.

Four residents of Baltimore City and County issued a notice of intent to file a citizen suit under 33 U.S.C. § 1365(b) of the Clean Water Act against the City of Baltimore as owner of the site for water pollution alleged to originate there. A lawsuit was filed on behalf of two of the residents on July 2, 2013. The City of Baltimore moved to dismiss the complaint on August 28, 2013. One of the plaintiffs withdrew from the case on October 10, 2013. The U.S. District Court for the District of Maryland dismissed the case without prejudice on January 7, 2014 for lack of standing.

Two residents of Baltimore City filed suit on May 20, 2013 against the City of Baltimore, as owner of the site, alleging that the City of Baltimore was in violation of Maryland water pollution laws as a result of groundwater contamination alleged to be migrating from the site. The City of Baltimore was served with the complaint on June 12, 2013. An amended complaint was filed on July 19, 2013, which the City of Baltimore moved to dismiss on August 6, 2013. Plaintiffs dismissed the complaint without prejudice on September 12, 2013.

Planet Hollywood Self-Insurance

Planet Hollywood was self-insured by Caesars Entertainment and its subsidiaries up to certain limits for costs associated with general liability, workers’ compensation, and employee health coverage through June 2013. See Note 12 — Related Party Transactions for additional information.

Planet Hollywood Participation and Servicing Agreement

In 2009, the predecessor of Planet Hollywood entered into an agreement to purchase a participation interest in certain mortgaged properties. Under the terms of this agreement, Planet Hollywood is required to pay the counterparty $5.6 million at the earlier of October 5, 2015, or on March 31 subsequent to the first year that such mortgaged properties generate a positive net cash flow in excess of a pre-determined minimum amount. The mortgaged properties have not and were not expected to generate a positive net cash flow in excess of this pre-determined minimum amount within the next calendar year.

Contingent Consideration

Acquisition of Buffalo Studios LLC

In December 2012, Caesars Interactive purchased substantially all of the assets of Buffalo Studios LLC ("Buffalo"). Aggregate consideration was $50.8 million, including the Predecessor Growth Partner’s preliminary estimate of $5.6 million in contingent consideration. In the first quarter of 2013, Predecessor Growth Partners recorded a fair value adjustment of $52.4 million related to contingent consideration for this acquisition.

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Supplemental Cash Flow Information - CAC (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Supplemental Cash Flow Information [Line Items]
Income from equity method investments	$ 9.3
Distribution from equity method investee Caesars Growth Partners, LLC	$ 0.4

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Stock-Based Compensation and Employee Benefit Plans - Growth Partners (Tables) (Predecessor Growth Partners [Member])

3 Months Ended

Mar. 31, 2014

Predecessor Growth Partners [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Share-based Compensation Activity

The following is a summary of Caesars Interactive’s stock option and warrant activity for the quarter ended March 31, 2013:

	Shares	Weighted Average Exercise Price		Fair Value (1)		Weighted Average Remaining Contractual Term (years)
Outstanding at January 1, 2013	12,916	$	1,999.71	$	386.18	7.2
Outstanding at March 31, 2013(2)	12,916	$	1,999.71	$	386.18	6.9
Vested and expected to vest at March 31, 2013	11,448	$	1,999.71	$	381.75	6.9
Exercisable at March 31, 2013	6,514	$	1,671.75	$	127.45	6.9

^{______________________} 

⁽¹⁾ Represents the weighted-average grant date fair value per option, using a Monte Carlo simulation model

⁽²⁾ No stock options and warrants were granted or canceled for the three months ended March 31, 2013

Schedule of Share-based Payment Award Valuation Assumptions

Valuation assumptions for Caesars Interactive’s stock options and warrants for the quarter ended March 31, 2013 are presented below:

Expected range of volatility	55.5 - 61.3%
Expected dividend yield	—%
Expected range of term (in years)	3.9 - 6.8
Risk-free interest rate range	0.6 - 1.2%

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COMBINED STATEMENTS OF OPERATIONS - GROWTH PARTNERS (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013 Predecessor Growth Partners [Member]
Casino Properties and Developments
Net revenues	$ 151.1
Operating expenses
Platform fees	21.1
Casino Properties and Developments - Direct
Casino	20.1
Food and beverage	10.1
Rooms	6.4
Property, general, administrative and other	54.8
Depreciation and amortization	10.4
Change in fair value of contingent consideration	52.4
Total operating expenses	175.3
Income (Loss) from operations	(24.2)
Interest expense, net of interest capitalized	(10.1)
Interest income - related party	40.6
Other income, net	0.2
Income (Loss) before income taxes	6.5
Provision for income taxes	(2.0)
Net income (loss)	4.5
Less: net loss/(income) attributable to non-controlling interests	1.8
Net income (loss)	$ 6.3

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STATEMENT OF CASH FLOWS - CAESARS ACQUISITION COMPANY (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Cash flows from operating activities
Net income	$ 2.2
Adjustments to reconcile net income to cash flows provided by operating activities
Income from equity method investment in Caesars Growth Partners, LLC	(9.3)
Distribution from equity method investee Caesars Growth Partners, LLC	0.4
Net change in deferred income taxes	(7.3)
Receivables	2.5
Other current assets	0.3
Accounts payable	2.9
Income tax payable	6.0
Payable to related parties	2.3
Cash flows provided by operating activities	0
Cash flows from investing activities
Cash flows used in investing activities	0
Cash flows from financing activities
Cash flows from (used in) financing activities	0
Net change in cash and cash equivalents	0
Cash and cash equivalents, beginning of period	0
Cash and cash equivalents, end of period	$ 0

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Litigation, Contractual Commitments and Contingent Liabilities - Growth Partners - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	0 Months Ended	3 Months Ended		1 Months Ended	3 Months Ended
	Mar. 02, 2013	Mar. 31, 2013 Predecessor Growth Partners [Member]	Dec. 31, 2009 Planet Hollywood [Member] Mortage Participation Contingent On Excess Positive Net Cash Flows From Operations Predecessor Growth Partners [Member]	Dec. 31, 2012 Buffalo Studios, LLC [Member] Predecessor Growth Partners [Member]	Mar. 31, 2013 Buffalo Studios, LLC [Member] Predecessor Growth Partners [Member]
Loss Contingencies [Line Items]
Other Commitment			$ 5.6
Consideration Transferred	2,000.0			50.8
Contingent consideration liability				5.6
Change in fair value of contingent consideration		$ 52.4			$ 52.4

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Segments - Growth Partners - Revenue and Assets by Geographical Region (Details) (Predecessor Growth Partners [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Revenues from External Customers and Long-Lived Assets [Line Items]
Net revenues	$ 151.1
United States [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net revenues	100.1
Israel [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net revenues	$ 51.0

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Leases - Growth Partners (Predecessor Growth Partners [Member])

3 Months Ended

Mar. 31, 2014

Predecessor Growth Partners [Member]

Operating Leased Assets [Line Items]

Leases

Leases

Predecessor Growth Partners leases both real estate and equipment used in its operations and classifies those leases as either operating or capital leases for accounting purposes. As of March 31, 2013, Predecessor Growth Partners had no material capital leases and the remaining lives of its operating leases ranged from one to 84 years with various automatic extensions.

Rental expense associated with operating leases is charged to expense in the year incurred. Rental expense for operating leases and other month-to-month cancellable leases are included in Operating expenses in the Condensed Combined Statement of Operations and amounted to $3.3 million for the three months ended March 31, 2013.

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Equity and Non-controlling Interests - Growth Partners (Tables) (Predecessor Growth Partners [Member])

3 Months Ended

Mar. 31, 2014

Predecessor Growth Partners [Member]

Schedule of Equity and Non-controlling Interest [Line Items]

Net Income attributable to Non-controlling interest

The following is a summary of Predecessor Growth Partners' net loss attributable to non-controlling interests for the three months ended March 31, 2013:

(In millions)	Quarter Ended March 31, 2013
Net loss attributable to redeemable non-controlling interests(1)	$	—
Net loss attributable to non-controlling interests	(1.8		)
As presented on the Combined Statement of Operations
Net loss attributable to non-controlling interests	$	(1.8	)

⁽¹⁾As of March 31, 2013, STRON-MD Limited Partnership holds 4.8% of the Maryland Joint Venture. Their non-controlling interest contains an embedded put feature that may cause us, at any time, to purchase all of STRON-MD Limited Partnership’s interest in Maryland Joint Venture either at cost prior to the commencement of the planned casino’s operations, or at fair market value after the commencement of operations.

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Subsequent Events - CAC

3 Months Ended

Mar. 31, 2014

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

Because subsequent events related to our equity method investee could be impactful to our financial performance, we have elected to include significant subsequent events of CGP LLC herein.

Asset Purchase Transaction Agreement

On March 1, 2014, CAC entered into a Transaction Agreement (the "Agreement") by and among, Caesars Entertainment, CEOC, Caesars License Company, LLC ("CLC"), Harrah’s New Orleans Management Company ("HNOMC"), Corner Investment Company, LLC ("CIC"), 3535 LV Corp. ("3535 LV"), Parball Corporation ("Parball"), JCC Holding Company II, LLC ("JCC Holding"), CAC and CGP LLC. The Agreement was fully negotiated by and between a Special Committee of CEC’s Board of Directors (the "CEC Special Committee") and a Special Committee of CAC’s Board of Directors (the "CAC Special Committee"), each comprised solely of independent directors, and was recommended by both committees and approved by the Boards of Directors of CEC and CAC. The CEC Special Committee, the CAC Special Committee and the Boards of Directors of CEC and CAC each received fairness opinions from firms with experience in valuation matters, which stated that, based upon and subject to (and in reliance on) the assumptions made, matters considered and limits of such review, in each case as set forth in the opinions, the Purchase Price (as defined below) was fair from a financial point of view to CEC and CGP LLC, respectively.

Pursuant to the terms of the Agreement, CGP LLC (or one or more of its designated direct or indirect subsidiaries) agreed to acquire from CEOC or one or more of its affiliates, (i) The Cromwell (f/k/a Bill’s Gamblin’ Hall & Saloon), The Quad, Bally’s Las Vegas and Harrah’s New Orleans (each a "Property" and collectively, the "Properties"), (ii) 50% of the ongoing management fees and any termination fees payable under the Property Management Agreements to be entered between a Property Manager (as defined below) and the owners of each of the Properties (the "Property Management Agreements"); and (iii) certain intellectual property that is specific to each of the Properties (together with the transactions described in (i) and (ii) above, the "Asset Purchase Transaction") for an aggregate purchase price of $2.0 billion (the "Purchase Price"), less outstanding debt to be assumed in the Asset Purchase Transaction, and also subject to various pre-closing and post-closing adjustments in accordance with the terms of the Agreement.

On May 5, 2014, CAC and CGP LLC entered into that certain First Amendment to Transaction Agreement (the “Amendment”) by and among Caesars Entertainment Corporation, CEOC, CLC, HNOMC, CIC, 3535 LV, Parball and JCC Holding pursuant to which the parties to such agreement amended the Agreement (the Agreement, as so amended by the Amendment, the “Amended Agreement”).

On May 5, 2014, pursuant to the Amended Agreement, CGP LLC acquired The Cromwell, The Quad, and Bally's Las Vegas (together, the "Acquired Properties") and CGP LLC is expected acquire Harrah's New Orleans, subsequent to the required regulatory approval.

Pursuant to the terms of the Amended Agreement, the parties have agreed to use reasonable best efforts to establish a new services joint venture (the "Services JV") which will be jointly owned by CEOC, CERP, and Caesars Growth Properties Holdings, LLC ("CGPH"), a wholly-owned subsidiary of CGP LLC and certain of their respective subsidiaries. The purpose of the Services JV includes the common management of the enterprise-wide intellectual property, which will be licensed by the Services JV to, among other parties, each of the Property Owners, and shared services operations across the portfolio of CEOC, CERP and CGP LLC properties.

The foregoing description of the Agreement and the Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement and the Amendment which were filed with the Securities and Exchange Commission ("SEC") on March 3, 2014 as an Exhibit to Form 8‑K and May 6, 2014 as an Exhibit to Form 8-K, respectively.

Caesars Growth Properties Term Facility

                The purchase price of CGP LLC’s acquisition of The Cromwell, The Quad Resort & Casino, Bally’s Las Vegas, 50% of the ongoing management fees and any termination fees payable for each of these properties, and certain intellectual property that is specific to each of these properties (collectively referred to as the “First Closing”) was funded by CGP LLC with cash on hand and the proceeds of $700.0 million of term loans (the “First Closing Term Loan”). CGPH closed on the First Closing Term Loan on May 5, 2014. The First Closing Term Loan matures on May 5, 2015; provided that CGPH has the option to extend, for a fee equal to 1.00% of the aggregate principal amount of the First Closing Term Loan outstanding on the initial maturity date, for one additional year. The First Closing Term Loan requires scheduled quarterly payments in amounts equal to 0.25% of the original aggregate principal amount of the First Closing Term Loan, with the balance due at maturity. In addition, the First Closing Term Loan is expected to be repaid in full upon the acquisition by CGP LLC of the Harrah’s New Orleans Hotel and Casino, the contribution of the Planet Hollywood Resort and Casino and the release of certain indebtedness required to fund such acquisition from escrow. The Credit Agreement allows CGPH to request one or more incremental term loan and revolving credit facilities in an aggregate amount of up $150.0 million, subject to certain conditions and receipt of commitments by existing or additional financial institutions or institutional lenders.

Caesars Growth Properties Indenture

CGPH and Caesars Growth Properties Finance, Inc. (together, the “Issuers”), issued $675.0 million aggregate principal amount of their 9.375% second-priority senior secured notes due 2022 (the “2022 Notes”) pursuant to an indenture dated as of April 17, 2014, among the Issuers and U.S. Bank National Association, as trustee (the “Indenture”). The Issuers deposited the gross proceeds of the offering of the 2022 Notes, together with additional amounts necessary to redeem the 2022 Notes, if applicable, into a segregated escrow account until the date that certain escrow conditions are satisfied (the “Escrow Release Date”). The Indenture provides that, among other things, prior to the Escrow Release Date, the Issuers will not own, hold or otherwise have any interest in any assets other than the escrow account and cash or cash equivalents (the “Pre-Escrow Release Covenant”). In connection with the First Closing, the Issuers are currently not in compliance with the Pre-Escrow Release Covenant. The Issuers intend to be in compliance with the Indenture prior to such default becoming an event of default under the Indenture by either consummating the Second Closing (acquisition of Harrah’s New Orleans (the “Louisiana Property”), 50% of the ongoing management fees and any termination fees payable for the Louisiana Property, and certain intellectual property that is specific to the Louisiana Property) and releasing the gross proceeds of the notes from escrow or, following receipt of gaming and other required governmental approvals, transferring the assets related to the First Closing to another entity. There can be no assurances, however, that the Issuers will be successful in consummating the Second Closing or transferring such assets, and curing such default.

Caesars Growth Properties Term Loan

On May 8, 2014, Caesars Growth Properties Holdings, LLC (the “Borrower”) closed on the $1.175 billion of term loans (the “Term Loan”) pursuant to a First Lien Credit Agreement among Caesars Growth Properties Parent, LLC (“Parent”), the Borrower, the lenders party thereto, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (the “Administrative Agent”), and Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., UBS Securities LLC, J.P Morgan Securities LLC, Morgan Stanley & Co. LLC, Macquarie Capital (USA) Inc. and Nomura Securities International, Inc., as Co-Lead Arrangers and Bookrunners (the “Credit Agreement”). The Credit Agreement also provides for a $150.0 million revolving credit agreement (the “Revolving Credit Facility”), which was undrawn at the closing of the Term Loan. The Borrower is a subsidiary of CGP LLC, which is a joint venture between Caesars Acquisition Company and Caesars Entertainment Corporation.

Pursuant to an escrow agreement, dated as of May 8, 2014, among U.S. Bank National Association, as escrow agent and securities intermediary, the Administrative Agent and the Borrower, the Borrower deposited the gross proceeds of the Term Loan, together with additional amounts necessary to repay the Term Loan, if applicable, into a segregated escrow account until the date that certain escrow conditions are satisfied.

Full details of this transaction, including additional information on the terms of the Term Loan and Revolving Credit Facility, and the conditions upon which the funds can be released from escrow, can be obtained from the Form 8-K filed with the SEC on May 9, 2014.