OFFER TO EXCHANGE

TABLE OF CONTENTS

Schedule A Guide to Tax and Legal Issues for Non-U.S. Employees

Schedule B Information Concerning the Directors and Executive Officers of Caesars Entertainment Corporation

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SUMMARY TERM SHEET AND QUESTIONS AND ANSWERS

The following are answers to some of the questions that you may have about this Offer. We urge you to read carefully the following questions and answers, as well as the remainder of the Offer to Exchange. Where applicable, we have included section references to the remainder of the Offer to Exchange where you can find a more complete description of the topics in this question and answer summary. Because each of you is in a different financial situation, we suggest that you consult with your personal financial and tax advisors before deciding whether to participate in the Option Exchange. Please review this summary term sheet and questions and answers, and the remainder of the Offer to Exchange and the Terms of Election to ensure that you are making an informed decision regarding your participation in the Option Exchange.

For your ease of use, the questions have been separated into four sections:

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Q1. What is the Option Exchange?

The Option Exchange is a one-time offer by Caesars to allow Eligible Participants to exchange their Eligible Options (whether vested or unvested), on a one-for-one basis, for the grant of new stock options with a lower exercise price and new terms, which we refer to as “ Replacement Options .” Each Eligible Option that you tender for exchange will be exchanged, on a one-for-one basis, for the grant of a Replacement Option to purchase the same number of shares of common stock as were subject to the Eligible Option. For example, if you tender an Eligible Option to purchase 1,000 shares of our common stock for exchange, you will receive a Replacement Option to purchase 1,000 shares of our common stock. Alternatively, if you tender multiple Eligible Options that, in total, represent the right to purchase 2,000 shares of our common stock, you will receive a Replacement Option to purchase 2,000 shares of our common stock.

Eligible Options represent a current or potential future right to purchase shares of our common stock at a specified price, otherwise known as the exercise price. Eligible Options are all “underwater,” in that their exercise prices are significantly above the recent trading prices of our common stock. On July 19, 2012, the closing price per share of Caesars common stock on the NASDAQ was $9.09, and the lowest exercise price of the Eligible Options is $20.09 per share. The Offer expires at 9:00 p.m. Pacific Time on August 21, 2012, unless the Offer is extended, and elections to participate in the Option Exchange must be received prior to such expiration (see Questions 31-36).

Subject to the conditions set forth in this Offer to Exchange, if your Eligible Options are properly tendered for exchange and accepted by us, on the Offer Expiration Date we will cancel your Eligible Options and grant you Replacement Options. The Replacement Options will have the terms outlined in the Questions below.

You should read and carefully consider all of the information in this Offer to Exchange, including the section entitled “Risk Factors” beginning on page 16 before making a decision to participate in the Option Exchange.

Q2. Why are we making this Offer?

Like many companies, we have experienced a significant decline in our stock price and our stock price remains at a relatively low level compared to its historical price levels. As a result, all of our outstanding stock options have exercise prices significantly above the recent trading prices of our common stock. Because of the continued challenging economic environment, we believe these underwater stock options are no longer effective as

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incentives to retain and motivate our key contributors. We believe that many optionees perceive that these options have little or no value. In addition, although these stock options are not likely to be exercised as long as our stock price is lower than the applicable exercise price, they will remain on our books with the potential to dilute stockholders’ interests for up to the full term of the options, while delivering little or no retentive or incentive value, unless they are surrendered or cancelled.

The objective of our equity incentive programs has been, and continues to be, to link the personal interests of equity incentive plan participants to those of our stockholders, and we believe that the Option Exchange is an important component in our efforts to achieve that goal.

The Option Exchange is VOLUNTARY and will allow Eligible Participants to choose whether to keep their existing Eligible Options at existing exercise prices and vesting schedules or to exchange those options for Replacement Options with new exercise prices and vesting schedules. We intend the Option Exchange to enable Eligible Participants to recognize value from their stock options sooner, but this cannot be guaranteed considering the unpredictability of the stock market. (See Section 2 of the Offer to Exchange entitled “Purpose of this Offer” below for additional information.)

Q3. Which options are eligible for the Option Exchange?

Eligible Options are those that:

Additionally, options that expire pursuant to their terms prior to the completion of the Option Exchange will be forfeited as of the expiration date and will not eligible to be exchanged for Replacement Options.

Q4. Who is eligible to participate in the Option Exchange?

You are an “ Eligible Participant ” and eligible to participate in the Option Exchange only if you:

Q5. How many Replacement Options will I receive?

Each Eligible Option that you tender for exchange will be exchanged, on a one-for-one basis, for the grant of a Replacement Option to purchase the same number of shares of common stock as were subject to the Eligible Option. For example, if you tender an Eligible Option to purchase 1,000 shares of our common stock for exchange, you will receive a Replacement Option to purchase 1,000 shares of our common stock. Alternatively, if you tender multiple Eligible Options that, in total, represent the right to purchase 2,000 shares of our common stock, you will receive a Replacement Option to purchase 2,0000 shares of our common stock.

Your Eligible Options and Replacement Options have been loaded into the Option Exchange website, and the exchange simulator tool on the website (the “ Exchange Simulator ”) allows you to model different hypothetical scenarios to see how your Replacement Options will be affected based on the exercise price of your Replacement Options and future potential movement in the price of Caesars common stock. For purposes of simulating the hypothetical future value of your Replacement Options, the Exchange Simulator tool assumes a hypothetical exercise price for your Replacement Options of $10.00 per share. This exercise price is for illustrative purposes only and you may insert alternative exercise prices, up to $20.09 per share, to see how changes in the exercise price of your Replacement Options will change the value of those options. The actual exercise price for your

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Replacement Options will be the last reported sale price per share of the Company’s common stock on the NASDAQ on the Offer Expiration Date. Therefore the actual value of your Replacement Options and the impact of future potential movements in the price of Caesars common stock on your Replacement Options may vary from what is shown by the Exchange Simulator tool.

Q6. What will be my Replacement Option exercise price?

Each Replacement Option will be issued under the 2012 Plan and will have an exercise price determined as follows:

IF THE LAST REPORTED SALE PRICE PER SHARE OF OUR COMMON STOCK ON THE OFFER EXPIRATION DATE IS EQUAL TO OR GREATER THAN $20.09 PER SHARE, THE OFFER WILL BE TERMINATED. (See Section 1 of the Offer to Exchange entitled “Eligibility; Number of Options; Offer Expiration Date”, Section 2 of the Offer to Exchange entitled “Purpose of this Offer” and “Risk Factors” below for additional information.)

Q7. When will the Replacement Options vest?

Each Replacement Option will have a new vesting schedule determined on a grant-by-grant basis, as follows:

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Vesting under all Replacement Options will be conditioned on your continued employment or service with Caesars or one of our subsidiaries through each applicable vesting date. The only exception to this may be in countries where local law requires otherwise.

To the extent the Option Exchange is terminated for any reason, the vesting of the Performance-Based Eligible Options will be automatically amended on the date of the termination of the Option Exchange to implement the revised vesting schedules set forth above.

Replacement Options are subject to the terms and conditions as provided for in the 2012 Plan and the applicable form of Replacement Option award agreement and may be forfeited if not vested at time of termination of employment or service. In the event of your termination of employment or service with Caesars or any of our subsidiaries, you may be entitled to additional vesting of all or a portion of your unvested options depending on the circumstances of your termination. Following your termination of employment or service, your Replacement Options may remain exercisable for a certain period of time, depending on the reason for your termination. (See Section 8 of the Offer to Exchange entitled “Source and Amount of Consideration; Terms of Replacement Options” below for additional information.)

Q8. When will the Replacement Options expire?

Each Replacement Option will have a new ten-year term measured from the Offer Expiration Date, unless otherwise prohibited under local law, subject to earlier expiration of the option following termination of your employment or service with Caesars or any of our subsidiaries. (See Section 8 of the Offer to Exchange entitled “Source and Amount of Consideration; Terms of Replacement Options” below for additional information.)

Q9. What will be the other terms and conditions of my Replacement Options?

Other than the exercise price, vesting dates and expiration date, and except as noted in the Offer to Exchange, Replacement Options will have terms and conditions substantially similar to the surrendered Eligible Options. The Replacement Options will be governed by the terms and conditions of the 2012 Plan and the applicable form of Replacement Option award agreement entered into thereunder, with the new exercise price, vesting schedules and expiration date. Information regarding our 2012 Plan may also be found in the S-8 Registration Statement and related prospectus prepared by us in connection with the 2012 Plan. You are encouraged to consult these documents for complete information about the terms of the Replacement Options. Copies of the 2012 Plan, the applicable form of Replacement Option award agreement and the related prospectus are available on the Option Exchange website or upon request by emailing optionexchange@caesars.com or calling Russell Goldich, Director of Compensation of Caesars, at (001+) (702) 407-6043. Copies will be provided promptly at our expense. A copy of the 2012 Plan and the applicable forms of Replacement Option award agreements can also be found with our public filings on the SEC’s internet site at www.sec.gov.

Q10. What is the Exchange Simulator?

The Exchange Simulator is a tool on the Option Exchange website at https://www.caesarsoptionexchange.com. It allows you to model different hypothetical scenarios based on the exercise price of your Replacement Options and future potential movement in the price of Caesars common stock, so you can see how your individual options will be affected if you choose to participate in the Option Exchange. You can model as many different scenarios as you would like before making your final election. The Exchange Simulator tool is being provided to you for your convenience solely for the purpose of allowing you to see how your individual options would be affected by future

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potential movement in the price of Caesars common stock if you choose to participate in the Option Exchange, and does not take into account all of the factors that you should consider in deciding whether to participate in the Option Exchange. For purposes of simulating the hypothetical future value of your Replacement Options, the Exchange Simulator tool assumes a hypothetical exercise price for your Replacement Options of $10.00 per share. This exercise price is for illustrative purposes only and you may insert alternative exercise prices, up to $20.09 per share, to see how changes in the exercise price of your Replacement Options will change the value of those options. The actual exercise price for your Replacement Options will be the last reported sale price per share of the Company’s common stock on the NASDAQ on the Offer Expiration Date. Therefore, the actual value of your Replacement Options and the impact of future potential movements in the price of Caesars common stock on your Replacement Options may vary from what is shown on the Exchange Simulator tool. The Exchange Simulator is only an aid and does not in any way change or supplement the terms of the Option Exchange, nor does it constitute a recommendation as to whether you should or should not participate in the Option Exchange. (See Section 1 of the Offer to Exchange entitled “Eligibility; Number of Options; Offer Expiration Date” below for additional information.)

Q11. Are there any restrictions on my ability to transfer the shares acquired upon the exercise of vested options?

Yes. In order to exercise vested options, you (or your permitted transferee) must execute and become bound by the terms of the Management Investor Rights Agreement or the “ MIRA ”. (For additional information on the provisions of the MIRA, see Questions 12-17, and the subsection below entitled “ Management Investor Rights Agreement ” within Section 10 of the Offer to Exchange entitled “Interests of Directors, Officers and Affiliates; Transactions and Arrangements Concerning Our Securities.”)

Q12. What is the MIRA?

The Management Investment Rights Agreement or MIRA will govern the rights and obligations of those stockholders of Caesars who are a party to the MIRA, including the Sponsors. The MIRA contains restrictions on a participant’s ability to transfer shares acquired upon the exercise of options prior to a qualified initial public offering of Caesars. The initial public offering of shares of Caesars common stock pursuant to the registration statement filed under the Securities Act of 1933, as amended (the “ Securities Act ”), dated November 15, 2011, as amended, was not a qualified initial public offering for purposes of the MIRA.

Q13. What transfer restrictions apply to shares acquired upon exercise of options prior to a qualified initial public offering of Caesars?

In general, prior to a qualified initial public offering of Caesars, shares acquired upon exercise of options may be transferred only to a stockholder’s beneficiaries or estate upon the stockholder’s death and, with the prior consent of Caesars, the stockholder may be permitted to transfer shares to family members or a trust for estate planning purposes. In no event may shares be transferred to a competitor.

A qualified initial public offering of Caesars means an underwritten public offering of shares by Caesars or any selling stockholders pursuant to an effective registration statement filed by the Company with the SEC (with certain exceptions) to register at least 10% of the then-outstanding equity securities of Caesars.

The initial public offering of shares of Caesars common stock pursuant to the registration statement filed under the Securities Act, dated November 15, 2011, as amended, was not a qualified initial public offering for purposes of the MIRA.

Q14. Can the Sponsors require a stockholder to sell shares?

In general, if the Sponsors sell 40% or more of their shares, they can require the other stockholders party to the MIRA to sell a pro rata portion of their shares on the same terms that the Sponsors sell their shares.

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Q15. Can the stockholders who are a party to the MIRA require the Sponsors to include their shares in a transaction in which the Sponsors sell their shares?

In general, if the Sponsors sell their shares prior to a qualified initial public offering, the other stockholders party to the MIRA may require the Sponsors to include a pro rata portion of their shares in the transaction on the same terms that the Sponsors sell their shares.

Q16. If the Sponsors sell shares in a registered offering, can other stockholders participate?

Yes, other stockholders party to the MIRA will be entitled to participate in accordance with customary practices and subject to customary underwriter lock-up restrictions.

Q17. If a stockholder experiences an economic hardship prior to a qualified initial public offering, will the stockholder be able to sell shares acquired on the exercise of options to raise money?

No.

Q18. Why can’t I just be granted additional options?

Because of the large number of “underwater” options, granting additional, incremental equity awards, would further increase our overhang and further dilute stockholder interests. In addition, granting additional options without cancelling any previously granted options would increase our non-cash operating expenses because we would need to expense both the Replacement Options and any remaining unrecognized compensation expense related to the Eligible Options, which would decrease our results of operations and which could negatively affect our stock price.

Q19. Can I exchange the remaining portion of an Eligible Option grant that I have already partially exercised?

Yes, any unexercised portion of an Eligible Option grant can be exchanged. If you have previously exercised a portion of an Eligible Option grant, only the portion of that option grant that has not yet been exercised will be eligible to be exchanged. The Replacement Option will only replace the portion of the Eligible Option grant that is cancelled upon the expiration of this Offer.

Q20. Can I select which of my Eligible Options to exchange?

No. If you are an Eligible Participant and choose to participate in the Option Exchange, you must elect to exchange all or none of your Eligible Options. If you previously exercised a portion of an Eligible Option prior to the commencement of this Offer, only the portion of the option grant that has not yet been exercised will be eligible for exchange. If you fail to make a proper election with respect to all of your Eligible Options, your election will be rejected.

Q21. Can I exchange both vested and unvested Eligible Options?

Yes. You can exchange Eligible Options, whether or not they are vested. Each Replacement Option, however, will have a new vesting schedule regardless of whether the surrendered option was partially vested.

Q22. What happens if the last reported sale price of Caesars common stock on the Offer Expiration Date is equal to or higher than $20.09 per share?

If the last reported sale price per share of our common stock on the Offer Expiration Date is equal to or higher than $20.09 per share, the Offer will be terminated. (See Section 1 of the Offer to Exchange entitled “Eligibility; Number of Options; Offer Expiration Date,” Section 2 of the Offer to Exchange entitled “Purpose of this Offer,” Section 6 of the Offer to Exchange entitled “Conditions of this Offer” and “Risk Factors” below for additional information.) All options will automatically be withdrawn from the Option Exchange without any action by you and

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will not be cancelled or exchanged for Replacement Options. Instead, all such options will retain their existing terms, exercise prices and vesting schedules; however, to the extent the Offer is terminated for any reason, the vesting of the Performance-Based Eligible Options will be automatically amended on the date of the termination of the Offer to implement the revised vesting schedules set forth above, but no other changes will be made to such Performance-Based Eligible Options.

Q23. What if I leave Caesars before the Offer Expiration Date?

If you are no longer employed by or providing services to Caesars or any of our subsidiaries, whether voluntarily, involuntarily or for any other reason before the Offer Expiration Date, you will not be able to participate in the Option Exchange.

ACCORDINGLY, IF YOU ARE NOT AN ELIGIBLE EMPLOYEE, DIRECTOR OR SERVICE PROVIDER OF CAESARS OR ANY OF OUR SUBSIDIARIES AS DESCRIBED ABOVE ON THE OFFER EXPIRATION DATE, EVEN IF YOU HAD ELECTED TO PARTICIPATE IN THE OPTION EXCHANGE AND HAD TENDERED SOME OR ALL OF YOUR OPTIONS FOR EXCHANGE, YOUR TENDER WILL AUTOMATICALLY BE DEEMED WITHDRAWN AND YOU WILL NOT PARTICIPATE IN THE OPTION EXCHANGE, AND YOU WILL RETAIN YOUR OUTSTANDING OPTION(S) IN ACCORDANCE WITH THEIR CURRENT TERMS AND CONDITIONS. IN THE CASE OF A TERMINATION OF YOUR SERVICE, YOU MAY BE ENTITLED TO EXERCISE YOUR OUTSTANDING OPTION(S) DURING A LIMITED PERIOD OF TIME FOLLOWING THE TERMINATION OF EMPLOYMENT OR SERVICE IN ACCORDANCE WITH THEIR TERMS TO THE EXTENT THAT THEY ARE VESTED AS OF SUCH TERMINATION OF EMPLOYMENT OR SERVICE. (See Section 1 of the Offer to Exchange entitled “Eligibility; Number of Options; Offer Expiration Date” and Section 5 of the Offer to Exchange entitled “Acceptance of Options for Exchange; Grant of Replacement Options” below for additional information.)

Q24. What if my employment or service with Caesars is terminated after the Replacement Options are granted?

If your employment or service with Caesars or one of our subsidiaries is terminated for any reason after the Replacement Option has been granted, you will forfeit any shares of common stock underlying your Replacement Options that are unvested at the date of your termination. Any vested options may be exercised during a limited period of time following your termination of employment or service on the terms and conditions set forth in the 2012 Plan and the applicable form of Replacement Option award agreement. (See Section 8 of the Offer to Exchange entitled “Source and Amount of Consideration; Terms of Replacement Options” below for additional information.) Your ability to transfer shares of Caesars common stock may be limited under the terms of the MIRA. (For additional information on the provisions of the MIRA, see Questions 12-17 of this series of questions, and the subsection below entitled “ Management Investor Rights Agreement ” within Section 10 of the Offer to Exchange entitled “Interests of Directors, Officers and Affiliates; Transactions and Arrangements Concerning Our Securities.”)

Q25. If I participate, what will happen to my exchanged options?

Eligible Options that you elect to tender for exchange will be cancelled on August 21, 2012, unless this Offer is extended, in which case such options will be cancelled on the Offer Expiration Date, as extended.

Q26. What happens to Eligible Options that I choose not to exchange or that Caesars does not accept for exchange?

Eligible Options that you choose not to exchange or that Caesars does not accept for exchange will remain outstanding and will retain their existing terms, exercise prices and vesting schedules; however, to the extent the Offer is terminated for any reason, the vesting of the Performance-Based Eligible Options will be automatically amended on the date of the termination of the Offer to implement the revised vesting schedules set forth above, but no other changes will be made to such Performance-Based Eligible Options.

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Q27. If I currently hold non-qualified stock options, will I receive non-qualified stock options if I participate in the Option Exchange?

Yes. Each Eligible Option is a non-qualified stock option for purposes of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the Replacement Options will also be non-qualified stock options. (See Section 8 of the Offer to Exchange entitled “Source and Amount of Consideration; Terms of Replacement Options” and Section 13 of the Offer to Exchange entitled “Material U.S. Federal Income Tax Consequences” for additional information.)

Q28. What happens if some of my Eligible Options are subject to a domestic relations order, or comparable legal document, as the result of the end of a marriage?

Any portion of an Eligible Option that is subject to a binding domestic relations order (or comparable legal document as the result of the end of a marriage) that has been delivered to Caesars, and that is beneficially owned by a person who is not an Eligible Participant (e.g., an Eligible Participant’s ex-spouse), is not eligible to be exchanged in the Option Exchange (even if legal title to that portion of the stock option grant is held by an Eligible Participant). In this circumstance, only the portion of an Eligible Option that is beneficially owned by an Eligible Participant may be exchanged.

Q29. Can I tender Eligible Options that have been transferred to another person or a trust?

Only options that are held by an Eligible Participant qualify as Eligible Options. If your Eligible Options have been transferred to a trust, and you have full authority to tender the transferred Eligible Options (for example, as a trustee or custodian), we will consider these options held by you, and thus you may elect to tender these transferred Eligible Options. If you elect to tender any transferred Eligible Options, you will be representing to us that you have full authority to tender these transferred Eligible Options. If you do not have full authority to tender transferred options, then you may not tender those options.

Q30. What are the conditions to this Offer?

This Offer is subject to a number of conditions including the conditions described in Section 6. This Offer is not conditioned upon a minimum aggregate number of Eligible Options being tendered for exchange. (See Section 6 of the Offer to Exchange entitled “Conditions of this Offer” below for additional information.)

Q31. How do I participate in the Option Exchange?

If you currently hold outstanding Eligible Options, you were sent an email with a link to the Option Exchange website, which is available at https://www.caesarsoptionexchange.com. Follow the instructions on the website to log on to the site. This website contains important information about your Eligible Options and provides instructions on how to tender your outstanding Eligible Options in the Option Exchange.

If you choose to participate in the Option Exchange, you must take action by 9:00 p.m. Pacific Time on the Offer Expiration Date. To participate in the Option Exchange, you must complete and submit your election online through the Option Exchange website. You must elect either to exchange all or none of your Eligible Options. If you fail to make a proper election with respect to all of your Eligible Options, your election will be rejected.

Alternatively, you may submit a paper election form via facsimile by doing the following:

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If you need a paper election form, email optionexchange@caesars.com or call Russell Goldich, Director of Compensation of Caesars, at (001+) (702) 407-6043 (9:00 a.m. to 9:00 p.m. Pacific Time, Monday through Friday).

Caesars must receive your properly completed submission via the Option Exchange website or facsimile before 9:00 p.m. Pacific Time on the Offer Expiration Date.

You can change or withdraw a previously made election any time during the Offer period; however, the last election that you make, if any, prior to 9:00 p.m. Pacific Time on the Offer Expiration Date will be final and irrevocable. In order to change or withdraw a previously made election, you must log on to the Option Exchange website and select “Request Election Change” on the home page. Once you submit your request to change your election through the Option Exchange website, you will receive an email from optionexchange@caesars.com within 24 hours indicating that your election page has been reset and providing instructions regarding how to log on to the Option Exchange website to change your election. Simply requesting an election change via the Option Exchange website will not change your election; you will need to log on to the Option Exchange website after receiving the email confirming that your election page has been reset in order to change your election. If you fail to do so, your previous election will remain in effect. Alternatively, you may submit a new election on a paper election form at any time, as described above.

If you want to participate in the Option Exchange, you must elect to exchange all of your Eligible Options.

Once your election or withdrawal is received by Caesars, whether via the Option Exchange website or via facsimile, Caesars intends to confirm the receipt of your election and/or any withdrawal by email, or, if you do not have a corporate email address, to mail you a confirmation, within 48 hours of receipt. If you do not receive a confirmation, it is your responsibility to confirm that Caesars has received your election and/or any withdrawal. If you fail to make a proper election with respect to all of your Eligible Options, your election will be rejected and Caesars will send you a notice of rejection by email, or, if you do not have a corporate email address, by mail, within 48 hours of receipt.

Elections submitted by any other means, including email, hand delivery, interoffice, United States mail (or other post) and Federal Express (or similar delivery service), are not permitted, and will not be accepted.

IT IS YOUR RESPONSIBILITY TO ALLOW SUFFICIENT TIME TO ENSURE TIMELY SUBMISSION OF YOUR ELECTION AND WITHDRAWALS EITHER ONLINE THROUGH THE OPTION EXCHANGE WEBSITE OR VIA FACSIMILE. ONLY ELECTIONS AND WITHDRAWALS RECEIVED BY CAESARS BY 9:00 P.M. PACIFIC TIME ON THE OFFER EXPIRATION DATE WILL BE ACCEPTED. IF YOUR ELECTION IS NOT RECEIVED BY THIS DEADLINE, YOU WILL BE DEEMED TO HAVE REJECTED THE OFFER AND YOU WILL NOT BE ABLE TO PARTICIPATE IN THE OPTION EXCHANGE, AND ALL OPTIONS CURRENTLY HELD BY YOU WILL RETAIN THEIR EXISTING TERMS, EXERCISE PRICES AND VESTING SCHEDULES. IF YOU HAVE TECHNICAL DIFFICULTIES WITH THE OPTION EXCHANGE WEBSITE, OR TO REQUEST A PAPER ELECTION FORM, PLEASE EMAIL OPTIONEXCHANGE@CAESARS.COM OR CALL RUSSELL GOLDICH, DIRECTOR OF COMPENSATION OF CAESARS, AT (001+) (702) 407-6043.

Q32. Can I submit my election by email or mail?

No. If you wish to participate in the Option Exchange, you must submit your election online through the Option Exchange website or you may submit a paper election form by facsimile to (001+) (702) 494-4960. If you have technical difficulties with the Option Exchange website, or to request a paper election form, please email optionexchange@caesars.com or call Russell Goldich, Director of Compensation of Caesars, at (001+) (702) 407-6043.

Q33. Can I access the Option Exchange website from home?

Yes, you can access the Option Exchange website from any computer with internet access by navigating to the following address: https://www.caesarsoptionexchange.com. Follow the instructions on the website to log on to the site.

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Q34. How do I find out the details about my existing options?

Information on your Eligible Options will be provided to you with this Offer on the Option Exchange website located at https://www.caesarsoptionexchange.com. If you are having technical difficulties accessing the Option Exchange website, or to request your Eligible Option information statement in a paper format, you may request information on your Eligible Options by emailing optionexchange@caesars.com or calling Russell Goldich, Director of Compensation of Caesars, at (001+) (702) 407-6043.

Q35. What is the deadline to tender my Eligible Options? How will I know if the Offer is extended?

The deadline to participate in the Option Exchange is 9:00 p.m. Pacific Time on August 21, 2012, unless the Offer is extended. This means that you must submit your election to tender your Eligible Options before that time. We may, in our sole discretion, extend this Offer at any time, but we cannot assure you that this Offer will be extended or, if extended, for how long. If this Offer is extended, we will make a public announcement of the extension no later than 6:00 a.m. Pacific Time on the next business day following the previously scheduled expiration of this Offer. If this Offer is extended, you must submit your election before the extended expiration of this Offer.

We reserve the right to reject any or all options tendered for exchange that we determine are not in appropriate form or that we determine are unlawful to accept. Otherwise, we will accept all Eligible Options properly and timely tendered for exchange that are not validly withdrawn prior to 9:00 p.m. Pacific Time on the Offer Expiration Date. (See Section 5 of the Offer to Exchange entitled “Acceptance of Options for Exchange; Grant of Replacement Options” for additional information.)

Q36. What will happen if I do not submit my election by the deadline?

If you do not submit your election by the deadline, then you will not participate in the Option Exchange, and all options currently held by you will remain intact at their original exercise price and generally subject to their original terms and conditions.

IF YOU FAIL TO SUBMIT YOUR ELECTION BY THE DEADLINE, YOU WILL NOT BE PERMITTED TO PARTICIPATE IN THE OPTION EXCHANGE.

Q37. How do I withdraw or change my previous election and what is the deadline for withdrawing or changing my previous elections?

You can withdraw or change your previously submitted election to exchange or not exchange Eligible Options at any time before 9:00 p.m. Pacific Time on August 21, 2012. If this Offer is extended beyond that time, you can withdraw or change your election at any time until the extended expiration of this Offer. To change or withdraw your previously submitted election, you must submit a new election before the election deadline.

In order to change or withdraw a previously submitted election, you must log on to the Option Exchange website and select “Request Election Change” on the home page. Once you submit your request to change your election through the Option Exchange website, you will receive an email from optionexchange@caesars.com within 24 hours indicating that your election page has been reset and providing instructions regarding how to log on to the Option Exchange website to change your election. Simply requesting an election change via the Option Exchange website will not change your election; you will need to log on to the Option Exchange website after receiving the email confirming that your election page has been reset in order to change your election. If you fail to do so, your previous election will remain in effect. Alternatively, you may submit a new election on a paper election form at any time, as described above.

It is your responsibility to confirm that we have received your correct election before the deadline. In all cases, the last election submitted and received prior to the deadline will be final and irrevocable. (See Section 4 of the Offer to Exchange entitled “Withdrawal Rights” below for additional information.)

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AFTER THE DEADLINE TO WITHDRAW OR CHANGE YOUR ELECTION HAS PASSED, YOU WILL NOT BE PERMITTED TO WITHDRAW OR CHANGE YOUR ELECTION.

Q38. What if I am on vacation or leave of absence during the Offer? Can I still participate?

Yes, but you must complete and submit your election by no later than 9:00 p.m. Pacific Time on August 21, 2012, unless the Offer is extended. It is your responsibility to allow sufficient time to ensure we receive your election by this deadline through the Option Exchange website or via facsimile.

Q39. How does Caesars determine whether an Eligible Option has been properly tendered for exchange?

After the expiration of this Offer, we will accept all properly tendered Eligible Options that have not been validly withdrawn. We will determine, in our sole discretion, all questions as to the validity, form, eligibility (including time of receipt) and acceptance of any documentation relating to the tender of options for exchange. Our determination of these matters will be final and binding on all parties. We reserve the right to reject any or all elections to exchange options that we determine are not in appropriate form or that we determine are unlawful to accept or were not timely made. We also reserve the right, in our discretion, to waive any of the conditions of this Offer or any defect or irregularity in any election. If we waive any of the conditions of this Offer we will do so for all option holders. No election to exchange Eligible Options will be deemed to have been properly made until all defects or irregularities have been cured by the electing option holder or waived by us. Options that we do not accept for exchange will remain outstanding and retain their existing terms, exercise prices and vesting schedules.

Q40. When will the Replacement Options be granted?

We will grant the Replacement Options on the date we cancel the Eligible Options tendered for exchange. If we cancel options tendered for exchange on August 21, 2012, which is the expected Offer Expiration Date, the Replacement Options will also be granted on August 21, 2012. If this Offer is extended beyond August 21, 2012, then the Replacement Options will be granted on the expiration date of the extended Offer. (See Section 8 of the Offer to Exchange entitled “Source and Amount of Consideration; Terms of Replacement Options” below for more information.)

Q41. Can I exercise my current stock options during the Offer period?

Yes. During the Offer you may exercise any of your vested stock options that are not Eligible Options. You may also exercise any of your vested Eligible Options if you have not elected to exchange your Eligible Options in the Option Exchange. If you have elected to participate in the Option Exchange and wish to exercise any of your Eligible Options during the Offer period, you must first withdraw your election to participate in the Option Exchange (see Question 37).

Q42. What happens if Caesars is subject to a change in control AFTER the Replacement Options are granted?

Although we are not currently contemplating a merger or similar transaction that could result in a change in control of our Company, we reserve the right to take any actions that we deem necessary or appropriate to complete a transaction that our Board of Directors believes is in the best interest of our Company and our stockholders. It is possible that, prior to or after the grant of Replacement Options, we might effect or enter into an agreement, such as a merger or other similar transaction, in which the current stock ownership of our Company will change such that a new group of stockholders has the number of votes necessary to control stockholder voting decisions. We refer to this type of transaction as a change in control transaction.

The Replacement Options will be subject to the change in control provisions under the 2012 Plan and the applicable form of Replacement Option award agreement. To obtain information about these provisions, you can refer to the 2012 Plan, and the applicable form of Replacement Option award agreement and the related prospectus, all of which are available on the Option Exchange website or upon request by emailing optionexchange@caesars.com or calling Russell Goldich, Director of Compensation of Caesars, at (001+) (702)

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407-6043 (9:00 a.m. to 5:00 p.m. Pacific Time, Monday through Friday). Copies will be provided promptly at our expense. A copy of the 2012 Plan and the forms of Replacement Option award agreements can also be found with our public filings on the SEC’s internet site at www.sec.gov. Your option agreement(s) and certain other agreements between you and Caesars may also contain provisions that affect the treatment of your options in the event of a change in control.

Q43. What happens if Caesars is subject to a change in control BEFORE the Replacement Options are granted?

Although we are not currently contemplating a merger or similar transaction that could result in a change in control of our Company, we reserve the right to take any actions that we deem necessary or appropriate to complete a transaction that our Board of Directors believes is in the best interest of our Company and our stockholders. This could include terminating this Offer and/or your right to receive Replacement Options under this Offer.

Any change in control transaction, or announcement of such transaction, could have a substantial effect on our stock price, including potentially substantial appreciation in the price of our common stock. Depending on the structure of such a transaction, price appreciation in the common stock associated with the Replacement Options could be drastically altered. For example, if our stock were to be acquired in a cash merger, the fair market value of our stock, and hence the price at which we grant the Replacement Options, would likely be a price at or near the cash price being paid for the common stock in the transaction. As a result of such a transaction, it is possible that the exercise price of the Replacement Options may be more than you might otherwise anticipate. In addition, in the event of an acquisition of our Company for stock, tendering option holders might receive options to purchase shares of a different issuer. (See Section 2 of the Offer to Exchange entitled “Purpose of this Offer” below for additional information.)

Q44. Are there other circumstances where I would not be granted Replacement Options?

Yes. Even if we accept your tendered options, we will not grant Replacement Options to you if we are prohibited by applicable law or regulations from doing so, or until all necessary government approvals have been obtained. We will use reasonable efforts to avoid a prohibition, but if prohibited by applicable law or regulation on the expiration date of this Offer, you will not be granted Replacement Options, if at all, until all necessary government approvals have been obtained. IN ADDITION, WE WILL NOT GRANT REPLACEMENT OPTIONS TO YOU IF YOU ARE NOT AN ELIGIBLE PARTICIPANT ON THE OFFER EXPIRATION DATE . (See Section 12 of the Offer to Exchange entitled “Agreements; Legal Matters; Regulatory Approvals” below for additional information.)

Q45. After the Offer Expiration Date, what happens if my Replacement Options end up underwater again?

This is a one-time offer that we do not expect to offer again in the future. The price of our common stock may not appreciate over the long term, and your Replacement Options may become underwater after the Offer Expiration Date. WE CAN PROVIDE NO ASSURANCE AS TO THE PRICE OF OUR COMMON STOCK AT ANY TIME IN THE FUTURE. (See Section 2 of the Offer to Exchange entitled “Purpose of this Offer” below for additional information.)

Q46. What are the U.S. Federal tax consequences of my participation in the Option Exchange?

If you accept this Offer and reside and work in the United States, under current U.S. law, you generally will not recognize income for federal income tax purposes either at the time your exchanged Eligible Options are cancelled or when the Replacement Options are granted. Your Replacement Options generally will be subject to tax under U.S. tax law upon exercise and /or disposition of the underlying shares in the same manner as your exchanged options would have been, absent the exchange. If you are subject to the tax laws of a country other than the United States, even if you are a resident of the United States, you should be aware that there may be other tax consequences

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that may apply to you. Tax consequences may vary depending on each individual employee’s circumstances. Included as part of this Option Exchange are disclosures regarding the believed material federal tax consequences of this Offer in the United States and in countries other than the United States in which Eligible Participants are eligible to participate in the Option Exchange. You should review these disclosures carefully before deciding whether or not to participate in the Option Exchange. (See Schedule A of the Offer to Exchange entitled “A Guide to Tax and Legal Issues for Non-U.S. Employees” below for additional information.)

Q47. How should I decide whether or not to participate?

The decision to participate must be each individual’s personal decision and will depend largely on each individual’s assumptions about the future of our business, our stock price, the overall economic environment, and the performance of publicly traded stocks generally. The likely lower exercise price of Replacement Options may allow you to recognize value from your stock options sooner. However, you should consider the vesting schedule of the Replacement Options.

Your Eligible Options and Replacement Options have been loaded into the Option Exchange website, and the Exchange Simulator tool on the website (described in more detail in Question 10) allows you to model different hypothetical scenarios to see how your Replacement Options will be affected based on the exercise price of your Replacement Options and future potential movement in the price of Caesars common stock. You can model as many different scenarios as you would like before making your final election. For purposes of simulating the hypothetical future value of your Replacement Options, the Exchange Simulator tool assumes a hypothetical exercise price for your Replacement Options of $10.00 per share. This exercise price is for illustrative purposes only and you may insert alternative exercise prices, up to $20.09 per share, to see how changes in the exercise price of your Replacement Options will change the value of those options. The actual exercise price for your Replacement Options will be the last reported sale price per share of the Company’s common stock on the NASDAQ on the Offer Expiration Date. Therefore the actual value of your Replacement Options and the impact of future potential movements in the price of Caesars common stock on your Replacement Options may vary from what is shown on the Exchange Simulator tool. (See Section 1 of the Offer to Exchange entitled “Eligibility; Number of Options; Offer Expiration Date” below for additional information.)

We understand that this will be a challenging decision for all Eligible Participants. THE OPTION EXCHANGE DOES CARRY CONSIDERABLE RISK, AND THERE ARE NO GUARANTEES OF OUR FUTURE STOCK PERFORMANCE OR THE PRICE OF OUR COMMON STOCK ON THE OFFER EXPIRATION DATE. (See Section 17 of the Offer to Exchange entitled “Miscellaneous” below for additional information.)

Q48. What do the executive officers and the members of our Board of Directors think of this Offer? Whom can I contact to help me decide whether or not I should exchange my Eligible Options?

Although our Board of Directors has approved this Offer, neither our executive officers nor the members of our Board of Directors make any recommendation as to whether you should elect to exchange or refrain from exchanging your Eligible Options. Please contact your personal financial and tax advisors to assist you in determining if you should exchange your Eligible Options.

Q49. What are some of the potential risks if I choose to exchange my outstanding Eligible Options?

We cannot predict how our stock or the stock market will perform before the date that the Replacement Options will be granted, and the price of Caesars stock may increase significantly. This could result in the new grants having a higher exercise price than you expected. If you elect to participate in the Option Exchange, the vesting of each Replacement Option granted to you will be subject to a new vesting schedule. This means that you will be required to continue working or providing services for Caesars or our subsidiaries for a period of time after the date on which your Replacement Option is granted in order to be fully vested in the Replacement Option. If your service terminates for any reason prior to vesting of your Replacement Option, you will forfeit the then-unvested portion of your Replacement Option. (See “Risk Factors” below for additional information.)

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Q50. Whom should I ask questions regarding this Offer?

If you have questions regarding the Offer or have requests for assistance (including requests for additional or paper copies of this Offer to Exchange document or other documents relating to the Option Exchange), please email optionexchange@caesars.com or call Russell Goldich, Director of Compensation of Caesars, at (001+) (702) 407-6043 (9:00 a.m. to 5:00 p.m. Pacific Time, Monday through Friday).

CAESARS MAKES NO RECOMMENDATION AS TO WHETHER YOU SHOULD PARTICIPATE IN THE OPTION EXCHANGE. YOU MUST MAKE YOUR OWN DECISION WHETHER TO PARTICIPATE. WE ENCOURAGE YOU TO SPEAK WITH YOUR FINANCIAL, LEGAL AND/OR TAX ADVISORS AS NECESSARY, BEFORE DECIDING WHETHER TO PARTICIPATE IN THE OPTION EXCHANGE.

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RISK FACTORS

Participation in the Option Exchange involves a number of potential risks and uncertainties, including those described below. This list and the risk factors set forth under the heading entitled “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 and our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC, highlight the material risks related to Caesars which may impact your decision of participating in the Option Exchange. You should carefully consider these risks and we encourage you to speak with your financial, legal and/or tax advisors before deciding whether to participate in the Option Exchange. In addition, we strongly urge you to read the sections in this Offer to Exchange discussing the tax consequences of participating in the Option Exchange, as well as the rest of the Offer Documents for a more in-depth discussion of the risks that may apply to you.

In addition, the Offer Documents and our SEC reports referred to above include “forward-looking statements” that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in the Offer Documents and our SEC reports referred to above that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “will,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 and our Annual Report on Form 10-K for the year ended December 31, 2011. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Risks Related to This Offer

If you exchange Eligible Options for Replacement Options in the Option Exchange and your employment or service with Caesars or its subsidiaries terminates before the Replacement Options fully vest, you will forfeit any unvested portion of your Replacement Options.

Generally, if your employment or service with Caesars terminates, your Replacement Options will cease vesting, and any Replacement Options that are unvested at the time of termination of your employment or service cannot be exercised and will be forfeited, unless otherwise provided by the administrator of the 2012 Plan. Accordingly, if you exchange Eligible Options for Replacement Options in the Option Exchange and your employment or service with Caesars terminates before the Replacement Options fully vest, you will forfeit any unvested portion of your Replacement Options even if the Eligible Options surrendered in the Option Exchange were vested at the time of the exchange, unless the terms of the 2012 Plan or the applicable form of Replacement Option award agreement provide otherwise.

Nothing in the Offer should be construed to confer upon you the right to remain an employee, director or service provider of Caesars. The terms of your employment or service with Caesars remain unchanged. We cannot guarantee or provide you with any assurance that you will not be subject to involuntary termination or that you will otherwise remain employed until the Offer Expiration Date or thereafter.

If the price of our common stock decreases after the Offer Expiration Date, you will not be able to realize any gain from the exercise of your Replacement Options.

The Replacement Options will have an exercise price equal to the last reported sale price per share of the Company’s common stock on the NASDAQ on the Offer Expiration Date. If the trading price of our common stock

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decreases after the Offer Expiration Date, the exercise price of your Replacement Options will be greater than the trading price of our common stock, and you will not be able to realize any gain from the exercise of your Replacement Options. The trading price of our common stock has been volatile and there can be no assurances regarding the future price of our common stock or that the trading price of our common stock will increase after the Offer Expiration Date.

Any time-based Replacement Options you receive in the Option Exchange may have less favorable vesting terms than those of the related Time-Based Eligible Options you are surrendering. This means that if your employment or service with us terminates during the new time-based vesting period, or if the Replacement Option otherwise terminates prior to your being fully vested in it, you might have been better off if you had continued holding the Time-Based Eligible Option rather than exchanging it for a Replacement Option.

If you elect to participate in the Option Exchange, the vesting of each time-based Replacement Option granted to you will be subject to a four-year vesting schedule. This means that you will be required to continue working for Caesars or our subsidiaries for four years after the date on which your time-based Replacement Option is granted in order to be fully vested in the time-based Replacement Option. If your employment or service terminates for any reason prior to vesting of your Replacement Options, you will forfeit the then-unvested portion of your Replacement Options.

You should carefully consider the relative benefit to you if the vesting of your Time-Based Eligible Options has already accrued, compared to the benefit of a lower-priced option with a longer vesting period. If our stock price increases in the future to a value above the exercise price of a Time-Based Eligible Option that you surrender in the Option Exchange, you could conclude that it would have been preferable to have retained the Eligible Option with its higher exercise price and greater amount of accrued vesting rather than have surrendered it for a time-based Replacement Option with a lower exercise price and new vesting schedule.

If you are subject to foreign tax laws, even if you are a resident of the United States, there may be tax and social insurance consequences relating to this Offer.

If you are subject to the tax laws of another country, even if you are a resident of the United States, you should be aware that there may be other tax and social insurance consequences that may apply to you. You should read Schedule A attached to this Option Exchange. Schedule A discusses the tax consequences relating to this Offer for your country of residence. You should also be certain to consult your own tax advisors to discuss these consequences.

Risks Related to Our Business and Common Stock

You should carefully review the risk factors contained in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 and our Annual Report on Form 10-K for the year ended December 31, 2011 and also the other information provided in the Offer Documents and the other materials that we have filed with the SEC, before making a decision on whether or not to tender your Eligible Options. You may access these filings electronically at the SEC’s Internet site at http://www.sec.gov. In addition, we will provide without charge to you, upon your written or oral request, a copy of any or all of the documents to which we have referred you. See Section 16 of the Offer to Exchange entitled “Additional Information” for more information regarding reports we file with the SEC and how to obtain copies of or otherwise review these reports.

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THIS OFFER

Upon the terms and subject to the conditions of the Offer Documents, we are offering Eligible Participants the opportunity to exchange certain outstanding options to purchase shares of our common stock. The Replacement Options will be granted as of the date on which we cancel the Eligible Options elected for exchange.

Eligible Options are those that:

Additionally, options that expire pursuant to their terms prior to the completion of the Option Exchange will be forfeited as of the expiration date and will not eligible to be exchanged for Replacement Options.

You are an Eligible Participant for purposes of this Offer only if you:

The outstanding options that you hold give you the right to purchase shares of our common stock once you exercise those options by paying the applicable exercise price of those options. Thus, when we use the term “option” in the Offer Documents, we refer to the actual options you hold to purchase shares of our common stock and not the shares underlying those options.

If you elect to exchange your Eligible Options, you will not be eligible to receive Replacement Options unless you continue to be employed by or provide services to Caesars or any of our subsidiaries on the Offer Expiration Date.

ACCORDINGLY, IF YOU ARE NOT AN ELIGIBLE EMPLOYEE, DIRECTOR OR SERVICE PROVIDER OF CAESARS OR ANY OF OUR SUBSIDIARIES AS DESCRIBED ABOVE ON THE OFFER EXPIRATION DATE, EVEN IF YOU HAD ELECTED TO PARTICIPATE IN THE OPTION EXCHANGE AND HAD TENDERED SOME OR ALL OF YOUR OPTIONS FOR EXCHANGE, YOUR TENDER WILL AUTOMATICALLY BE DEEMED WITHDRAWN AND YOU WILL NOT PARTICIPATE IN THE OPTION EXCHANGE, AND YOU WILL RETAIN YOUR OUTSTANDING OPTIONS IN ACCORDANCE WITH THEIR CURRENT TERMS AND CONDITIONS. IN THE CASE OF A TERMINATION OF YOUR EMPLOYMENT OR SERVICE, YOU MAY EXERCISE YOUR OUTSTANDING OPTIONS DURING A LIMITED PERIOD OF TIME FOLLOWING THE TERMINATION OF EMPLOYMENT OR SERVICE IN ACCORDANCE WITH THEIR TERMS TO THE EXTENT THAT THEY ARE VESTED AS OF SUCH TERMINATION OF EMPLOYMENT OR SERVICE.

The Replacement Options will have the terms described below in Section 8. You must elect to exchange all or none of your Eligible Options in the Option Exchange if you wish to participate. If you later elect to withdraw from participation in the Option Exchange, you must withdraw all of your Eligible Options. If you have previously exercised a portion of your Eligible Options, only the portion of your Eligible Options that have not yet been exercised will be eligible to be exchanged. You must elect to either exchange all or none of your Eligible Options. If you fail to make a proper election with respect to all of your Eligible Options, your election will be rejected.

If you properly tender your Eligible Options and such tendered options are accepted for exchange, the tendered options will be cancelled. Subject to the terms of this Offer, each Eligible Option that you tender for exchange will

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be exchanged, on a one-for-one basis, for the grant of a Replacement Option to purchase the same number of shares of common stock as were subject to the Eligible Option. For example, if you tender an Eligible Option to purchase 1,000 shares of our common stock for exchange, you will receive a Replacement Option to purchase 1,000 shares of our common stock. Alternatively, if you tender multiple Eligible Options that, in total, represent the right to purchase 2,000 shares of our common stock, you will receive a Replacement Option to purchase 2,000 shares of our common stock.

The Exchange Simulator tool on the Option Exchange website allows you to model different hypothetical scenarios regarding the future trading prices of Caesars common stock and see the effect of changes in the exercise price of your Replacement Options and future trading prices on the potential future values of your Replacement Options. The Exchange Simulator tool does not calculate the actual future value of Replacement Options, as the values generated by the tool depend on your estimate of the future value of our stock and do not take into account all relevant factors that may affect the actual value or any applicable taxes. Further, for purposes of simulating the hypothetical future value of your Replacement Options, the Exchange Simulator tool assumes a hypothetical exercise price for your Replacement Options of $10.00 per share. This exercise price is for illustrative purposes only and you may insert alternative exercise prices, up to $20.09 per share, to see how changes in the exercise price of your Replacement Options will change the value of those options. The actual exercise price for your Replacement Options will be the last reported sale price per share of the Company’s common stock on the NASDAQ on the Offer Expiration Date. Therefore the actual value of your Replacement Options and the impact of future potential movements in the price of Caesars common stock on your Replacement Options may vary from what is shown on the Exchange Simulator tool. The Exchange Simulator tool is being provided to you solely for your convenience for the purpose of providing you with limited mathematical simulations of the potential value that could be received from exchanging your Eligible Options, and does not take into account all of the factors that you should consider in deciding whether to participate in the Option Exchange. The Exchange Simulator is only an aid and does not in any way change or supplement the terms of Option Exchange, nor does it constitute a recommendation as to whether you should or should not participate in the Option Exchange.

The term “Offer Expiration Date” means 9:00 p.m. Pacific Time on August 21, 2012, unless and until we, in our sole discretion, extend the period of time during which this Offer will remain open, in which event the term “Offer Expiration Date” refers to the latest time and date at which this Offer, as so extended, expires. See Section 14 of this Option Exchange entitled “Extension of Offer; Termination; Amendment” for a description of our rights to extend, delay, terminate and amend this Offer.

For purposes of this Offer, a “business day” means any day other than a Saturday, a Sunday or a U.S. federal holiday and consists of the time period from 12:01 a.m. through 9:00 p.m., Eastern Time of each such day.

Like many companies in our sector, we have experienced a significant decline in our stock price. As a result, our outstanding stock options have exercise prices that exceed, in some cases significantly, the recent trading prices of our common stock. The market for exceptional employees, however, remains extremely competitive, notwithstanding current economic conditions and relatively high U.S. unemployment.

We believe these underwater stock options are no longer effective as incentives to motivate and retain our employees. We believe that employees generally perceive these options to have little or no value. In addition, although these stock options are not likely to be exercised as long as our stock price is lower than the applicable exercise price, they will remain on our financial statements with the potential to dilute stockholders’ interests for up to the full term of the options, while delivering relatively little retentive or incentive value, unless they are surrendered or cancelled.

The objective of our equity incentive programs has been, and continues to be, to link the personal interests of equity incentive plan participants to those of our stockholders, and we believe that the Option Exchange is an important component in our efforts to achieve that goal.

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THERE IS NO GUARANTEE THAT THE INTENDED BENEFITS OF THE OPTION EXCHANGE WILL BE REALIZED CONSIDERING THE UNPREDICTABILITY OF THE PRICE OF CAESARS COMMON STOCK AND THE STOCK MARKET.

We may engage in transactions in the future that could significantly change our structure, ownership, organization or management or the make-up of our Board of Directors and that could significantly affect the price of our common stock. If we engage in such a transaction or transactions prior to the date we grant the Replacement Options, our stock price could increase (or decrease) and the exercise price of the Replacement Options could be higher (or lower) than the current trading prices of our common stock. The exercise price of any Replacement Options granted to you in return for options you elect to exchange will, except as otherwise described in the Offer to Exchange with respect to certain Time-Based Eligible Options, be the fair market value of our common stock on the Offer Expiration Date. You will be at risk of any increase in our stock price during the period prior to the Offer Expiration Date for these and other reasons.

Although we are not currently contemplating a merger or similar transaction that could result in a change in control of our Company, we reserve the right, in the event of a merger or similar transaction, to take any actions we deem necessary or appropriate to complete a transaction that our Board of Directors believes is in the best interest of our Company and our stockholders. This could include terminating your right to receive Replacement Options under this Offer. If we were to terminate your right to receive Replacement Options under this Offer in connection with such a transaction, your original options will remain outstanding pursuant to their original terms; however, to the extent the Offer is terminated for any reason, the vesting of the Performance-Based Eligible Options will be automatically amended on the date of the termination of the Offer to implement the revised vesting schedules set forth above, but no other changes will be made to such Performance-Based Eligible Options.

Subject to the foregoing, and except as otherwise disclosed in the Offer Documents or in our filings with the SEC that are incorporated by reference, as of the date hereof, we have no plans, proposals or negotiations (although we often consider such matters in the ordinary course of our business and intend to continue to do so in the future) that relate to or would result in:

(a) any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or our subsidiaries;

(b) any purchase, sale or transfer of a material amount of our assets or the assets of our subsidiaries;

(c) any material change in our present dividend rate or policy, or our indebtedness or capitalization;

(d) any change in our present Board of Directors or management other than to fill any existing vacancies in our senior management team, including, but not limited to, any plans or proposals to change the number or the terms of directors or to fill any existing Board vacancies or to change any material term of the employment contract of any executive officer;

(e) any other material change in our corporate structure or business;

(f) our common stock being delisted from any national securities exchange or ceasing to be authorized for quotation in an automated quotation system operated by a national securities association;

(g) our common stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act;

(h) the suspension of our obligation to file reports pursuant to Section 15(d) of the Exchange Act;

(i) the acquisition by any person of an additional amount of our securities or the disposition of an amount of any of our securities; or

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(j) any change in our certificate of incorporation or bylaws, or any actions which could impede the acquisition of control of us by any person.

NEITHER WE NOR OUR BOARD OF DIRECTORS OR EXECUTIVE OFFICERS MAKES ANY RECOMMENDATION AS TO WHETHER YOU SHOULD ELECT TO EXCHANGE YOUR ELIGIBLE OPTIONS, NOR HAVE WE AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. YOU ARE URGED TO EVALUATE CAREFULLY ALL OF THE INFORMATION PROVIDED IN CONNECTION WITH THIS OFFER. YOU MUST MAKE YOUR OWN DECISION WHETHER TO ELECT TO EXCHANGE YOUR ELIGIBLE OPTIONS.

Proper exchange of options. Participation in the Option Exchange is voluntary. If you choose to participate in the Option Exchange, you must submit your election online through the Option Exchange website before the Offer Expiration Date, which is expected to be 9:00 p.m. Pacific Time, on August 21, 2012. You must elect either to exchange all or none of your Eligible Options. If you fail to make a proper election with respect to all of your Eligible Options, your election will be rejected.

If for any reason you are unable to access the Option Exchange website, you may submit a paper election form by facsimile to (001+) (702) 494-4960, but it must be completed, signed and received by 9:00 p.m. Pacific Time, on August 21, 2012 (or such later time and date as may apply if the Offer is extended).

To obtain a paper election form, email optionexchange@caesars.com or call Russell Goldich, Director of Compensation of Caesars, at (001+) (702) 407-6043 (9:00 a.m. to 5:00 p.m. Pacific Time, Monday through Friday).

As noted above, if you elect to exchange any of your Eligible Option grants, you must elect to exchange all of your Eligible Option grants. This means that if you hold more than one Eligible Option grant, you must elect to exchange all of your Eligible Option grants in order to participate in the Option Exchange. No partial exchanges of Eligible Options will be permitted. For a summary of your Eligible Options, please refer to the Option Exchange website, which, among other things, lists your Eligible Options, the grant date of your Eligible Options, the exercise price(s) of your Eligible Options, the number of outstanding shares subject to your Eligible Options and the number of Replacement Options you would receive in exchange for each Eligible Option.

Your election to participate becomes irrevocable after the Offer Expiration Date, which is 9:00 p.m. Pacific Time on August 21, 2012 unless the Offer is extended, in which case your election will become irrevocable after the new Offer Expiration Date. You may change your mind after you have submitted an election and withdraw from the Offer at any time before 9:00 p.m. Pacific Time on the Offer Expiration Date, as described in Section 4 of the Offer to Exchange entitled “Withdrawal Rights”. You may change your mind as many times as you wish, but you will be bound by the last properly submitted election we receive before 9:00 p.m. Pacific Time on the Offer Expiration Date.

In order to change or withdraw a previously submitted election, you must log on to the Option Exchange website and select “Request Election Change” on the home page. Once you submit your request to change your election through the Option Exchange website, you will receive an email from optionexchange@caesars.com within 24 hours indicating that your election page has been reset and providing instructions regarding how to log on to the Option Exchange website to change your election. Simply requesting an election change via the Option Exchange website will not change your election; you will need to log on to the Option Exchange website after receiving the email confirming that your election page has been reset in order to change your election. If you fail to do so, your previous election will remain in effect. Alternatively, you may submit a new election on a paper election form at any time, as described above.

ONCE YOUR ELECTION IS RECEIVED BY CAESARS, WHETHER VIA THE OPTION EXCHANGE WEBSITE OR VIA FACSIMILE, CAESARS INTENDS TO CONFIRM THE RECEIPT OF YOUR ELECTION FORM WITHIN 48 HOURS OF RECEIPT. IF YOU DO NOT RECEIVE A CONFIRMATION, IT IS YOUR RESPONSIBILITY TO CONFIRM THAT CAESARS HAS RECEIVED YOUR ELECTION AND/OR ANY

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WITHDRAWAL. IF YOU FAIL TO MAKE A PROPER ELECTION WITH RESPECT TO ALL OF YOUR ELIGIBLE OPTIONS, OR IF YOU ELECT TO EXCHANGE SOME BUT NOT ALL OF YOUR ELIGIBLE OPTIONS, YOUR ELECTION WILL BE REJECTED AND CAESARS WILL SEND YOU A NOTICE OF REJECTION BY EMAIL, OR, IF YOU DO NOT HAVE A CORPORATE EMAIL ADDRESS, BY MAIL, WITHIN 48 HOURS OF RECEIPT.

ONLY ELECTIONS THAT ARE COMPLETE AND ACTUALLY RECEIVED BY CAESARS BY 9:00 P.M. PACIFIC TIME ON THE OFFER EXPIRATION DATE WILL BE ACCEPTED. ELECTIONS MAY BE SUBMITTED ONLY VIA THE OPTION EXCHANGE WEBSITE OR BY FACSIMILE. ELECTIONS SUBMITTED BY ANY OTHER MEANS, INCLUDING EMAIL, HAND DELIVERY, INTEROFFICE, UNITED STATES MAIL (OR OTHER POST) AND FEDERAL EXPRESS (OR SIMILAR DELIVERY SERVICE), ARE NOT PERMITTED AND WILL NOT BE ACCEPTED.

This is a one-time offer, and we will strictly enforce the offering period, subject only to any extension, which we may grant in our sole discretion.

Our receipt of your election is not by itself an acceptance of your Eligible Options for exchange. For purposes of this Offer, we will be deemed to have accepted Eligible Options for exchange that are validly elected to be exchanged and are not properly withdrawn as of the time when we give oral or written notice to the option holders generally of our acceptance of Eligible Options for exchange. We may issue this notice of acceptance by press release, email or other form of communication. Eligible Options accepted for exchange will be cancelled as of the Offer Expiration Date.

If you do not submit your election by 9:00 p.m. Pacific Time on the Offer Expiration Date, then you will not participate in the Option Exchange, and all stock options currently held by you will remain intact at their original price and with their original terms.

Subject to our rights to extend, terminate and amend this Offer, we currently expect that we will accept, promptly after 9:00 p.m. Pacific Time on the Offer Expiration Date, all properly tendered Eligible Options that have not been validly withdrawn. We will determine, in our sole discretion, all questions as to the validity, form, eligibility (including time of receipt) and acceptance of any Eligible Option grants. We reserve the right to reject any election or any Eligible Option tendered for exchange that we determine is not in appropriate form or that we determine is unlawful to accept or not timely made. Neither we nor any other person is obligated to give notice of any defects or irregularities in any election, nor will anyone incur any liability for failure to give any notice. No surrender of Eligible Options will be deemed to have been made properly until all defects or irregularities have been cured by the tendering holder of the Eligible Options or waived by us.   Subject to any order or decision by a court or arbitrator of competent jurisdiction, our determination of these matters will be final and binding on all parties. Subject to Rule 13e-4 under the Exchange Act, we also reserve the right to waive any of the conditions of the Offer or any defect or irregularity in any surrender with respect to any particular Eligible Options or any particular Eligible Participant.

Our acceptance constitutes an agreement.

Your election to exchange Eligible Options through the procedures described above constitutes your acceptance of the terms and conditions of this Offer, and will be controlling, absolute and final, subject to your withdrawal rights under the Offer as described in Section 4 of the Offer to Exchange entitled “Withdrawal Rights” and our acceptance of your tendered Eligible Options in accordance with the Offer as described in Section 5 of the Offer to Exchange entitled “Acceptance of Options for Exchange; Grant of Replacement Options.” OUR ACCEPTANCE OF YOUR ELIGIBLE OPTIONS FOR EXCHANGE WILL CONSTITUTE A BINDING AGREEMENT BETWEEN CAESARS AND YOU UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THIS OFFER.

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You can only withdraw your election to exchange your Eligible Options in accordance with the provisions of this Section 4.

You can withdraw your election to exchange your Eligible Options at any time before 9:00 p.m. Pacific Time on the Offer Expiration Date, currently scheduled for August 21, 2012. If the Offer Expiration Date is extended by us, you can withdraw your election to exchange your Eligible Options at any time until 9:00 p.m. Pacific Time on the Offer Expiration Date, as it may be extended.

In addition, although we intend to accept all validly tendered Eligible Options immediately after the expiration of this Offer, if we have not accepted your Eligible Options within 40 business days of the commencement of this Offer, you may withdraw your election to exchange your Eligible Options at any time thereafter.

In order to change or withdraw a previously submitted election, you must log on to the Option Exchange website and select “Request Election Change” on the home page. Once you submit your request to change your election through the Option Exchange website, you will receive an email from optionexchange@caesars.com within 24 hours indicating that your election page has been reset and providing instructions regarding how to log on to the Option Exchange website to change your election. Simply requesting an election change via the Option Exchange website will not change your election; you will need to log on to the Option Exchange website after receiving the email confirming that your election page has been reset in order to change your election. If you fail to do so, your previous election will remain in effect. Alternatively, you may withdraw your previously submitted election by submitting a paper election form by facsimile to (001+) (702) 494-4960 that indicates that you are electing not to exchange your Eligible Options. You must submit the new election before 9:00 p.m. Pacific Time on the Offer Expiration Date.

It is your responsibility to confirm that we received your new election indicating the withdrawal of your election to exchange your Eligible Options before the Offer Expiration Date. If you elect to withdraw your election to exchange your Eligible Options, you must withdraw your election with respect to all of your Eligible Options.

You cannot rescind any withdrawal, and your Eligible Options will thereafter be deemed not properly tendered for exchange for purposes of this Offer, unless you properly re-elect to exchange all of your Eligible Options before the Offer Expiration Date by following the procedures described in Section 3 of the Offer to Exchange entitled “Procedures for Electing to Exchange Options.”

Neither Caesars nor any other person is obligated to give notice of any defects or irregularities in any election withdrawal, nor will anyone incur any liability for failure to give any such notice. We will determine, in our sole discretion, all questions as to the form and validity, including time of receipt, of notices or elections of withdrawal. Our determination of these matters will be final and binding.

Upon the terms and subject to the conditions of this Offer, including those conditions listed in Section 6 of the Offer to Exchange entitled “Conditions of this Offer” below, and promptly following the expiration of this Offer, we will accept for exchange and cancel Eligible Options properly tendered for exchange and not validly withdrawn before the Offer Expiration Date. Once your Eligible Options have been accepted for exchange, you will receive a confirmation notice promptly following the expiration of this Offer confirming that your Eligible Options have been accepted for exchange and cancelled.

If your Eligible Options are properly elected for exchange and accepted by us, we will cancel your Eligible Options on   the Offer Expiration Date, and you will also be granted Replacement Options on the Offer Expiration Date.

If you are no longer an employee, director or service provider of Caesars or any of our subsidiaries, whether voluntarily, involuntarily, or for any other reason before the Offer Expiration Date, you will not be able to participate in the Option Exchange. Also, if you change your place of residence to a country where this Offer is prohibited under local regulations, you will not be able to participate in the Option Exchange.

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ACCORDINGLY, IF YOU ARE NOT AN ELIGIBLE EMPLOYEE, DIRECTOR OR SERVICE PROVIDER OF CAESARS OR ANY OF OUR SUBSIDIARIES AS DESCRIBED ABOVE ON THE OFFER EXPIRATION DATE, EVEN IF YOU HAD ELECTED TO PARTICIPATE IN THE OPTION EXCHANGE AND HAD TENDERED SOME OR ALL OF YOUR OPTIONS FOR EXCHANGE, YOUR TENDER WILL AUTOMATICALLY BE DEEMED WITHDRAWN AND YOU WILL NOT PARTICIPATE IN THE OPTION EXCHANGE, AND YOU WILL RETAIN YOUR OUTSTANDING OPTIONS IN ACCORDANCE WITH THEIR CURRENT TERMS AND CONDITIONS. IN THE CASE OF A TERMINATION OF YOUR EMPLOYMENT OR SERVICE, YOU MAY EXERCISE YOUR OUTSTANDING OPTIONS DURING A LIMITED PERIOD OF TIME FOLLOWING THE TERMINATION OF EMPLOYMENT OR SERVICE IN ACCORDANCE WITH THEIR TERMS TO THE EXTENT THAT THEY ARE VESTED AS OF SUCH TERMINATION OF EMPLOYMENT OR SERVICE.

For purposes of this Offer, we will be deemed to have accepted for exchange options that are validly elected for exchange and not properly withdrawn, when we give written notice to the option holders of our acceptance for exchange of such options; such notice may be given by press release, email or letter. Subject to our rights to extend, terminate and amend this Offer, we expect that you will receive your Replacement Option agreement as promptly as practicable after the Offer Expiration Date.

Notwithstanding any other provision of the Offer Documents, we will not be required to accept any options elected for exchange, and we may terminate or amend this Offer, or postpone our acceptance and cancellation of any options elected for exchange, in each case subject to certain limitations, if at any time on or after the date of commencement of the Offer and prior to the Offer Expiration Date any of the following events has occurred, or in our reasonable judgment, has been determined by us to have occurred, regardless of the circumstances giving rise thereto, other than acts or omissions to act by us:

(a) there shall have been threatened or instituted or be pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that directly or indirectly challenges the making of this Offer, the acquisition of some or all of the options elected for exchange pursuant to this Offer or the issuance of Replacement Options;

(b) there shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to this Offer or us, by any court or any authority, agency or tribunal that would or might directly or indirectly:

(c) there shall have occurred:

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(d) a tender or exchange offer with respect to some or all of our common stock, or a merger or acquisition proposal for us, shall have been proposed, announced or made by another person or entity or shall have been publicly disclosed, or we shall have learned that:

(e) any of the situations described above existed at the time of commencement of this Offer and that situation, in our reasonable judgment, deteriorates materially after commencement of this Offer;

(f) any change or changes shall have occurred in the business, condition (financial or other), assets, income, operations, prospects or stock ownership of Caesars that, in our reasonable judgment, is or may have a material adverse effect on Caesars; or

(g) the last reported sale price of our common stock on the NASDAQ on the Offer Expiration Date is equal to or greater than $20.09 per share.

The conditions to this Offer are for our benefit. We may assert them in our sole discretion regardless of the circumstances giving rise to them before the Offer Expiration Date. We may waive them, in whole or in part, at any time and from time to time prior to the Offer Expiration Date, in our reasonable discretion, whether or not we waive

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any other condition to this Offer. Our failure at any time to exercise any of these rights will not be deemed a waiver of any such rights. The waiver of any of these rights with respect to particular facts and circumstances will not be deemed a waiver with respect to any other facts and circumstances. Any determination we make concerning the events described in this Section 6 will be final and binding upon all persons.

Our common stock is listed on the NASDAQ under the symbol “CZR.”

The following table shows, for the periods indicated, the high and low sales prices of our common stock as listed on the NASDAQ. Prior to February 8, 2012, the date of our initial public offering, there was no established trading market for our common stock.

As of July 19, 2012, the last reported sale price of our common stock on the NASDAQ was $9.09 per share.

WE RECOMMEND THAT YOU OBTAIN CURRENT MARKET QUOTATIONS FOR OUR COMMON STOCK BEFORE DECIDING WHETHER TO ELECT TO EXCHANGE YOUR ELIGIBLE OPTIONS.

Consideration

We will grant Replacement Options, subject to applicable laws and regulations, in exchange for Eligible Options properly tendered for exchange by you and accepted by us for exchange. As of July 1, 2012, there were outstanding Eligible Options to purchase an aggregate of 7,681,893 shares of the Company’s common stock.

The terms of the Replacement Options will depend on whether those Replacement Options are granted in exchange for Time-Based Eligible Options or Performance-Based Eligible Options, as follows:

Exercise Price of Replacement Options

Each Replacement Option will have an exercise price determined as follows:

Time-Based Options . Each Replacement Option granted in exchange for a Time-Based Eligible Option will have an exercise price determined as follows:

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Performance-Based Eligible Options . Each Replacement Option granted in exchange for a Performance-Based Eligible Option will have an exercise price equal to the last reported sale price per share of the Company’s common stock on the NASDAQ on the Offer Expiration Date.

Vesting of Replacement Options

Each Replacement Option will have a new vesting schedule determined on a grant-by-grant basis, as follows:

Vesting of Time-Based Options. Each Replacement Option granted in exchange for a Time-Based Eligible Option will have a new vesting schedule as follows: 20% of the Replacement Options will be immediately vested, with the remainder vesting in four equal installments of 20% each on each of the first four anniversaries of the Offer Expiration Date.

The Replacement Options granted in exchange for Time-Based Eligible Options will also have the following additional vesting provisions:

For purposes of the Replacement Options, a “ Qualifying Termination ” shall mean, with respect to an Eligible Participant, (1) a termination of such Eligible Participant’s employment or service due to death or Disability, (2) a termination of such Eligible Participant’s employment or service by the Company without Cause (as defined below) or by the Participant for Good Reason (as defined below), or (3) with respect to an Eligible Participant with an effective employment agreement with the Company or one of its subsidiaries, a termination of such Eligible Participant’s employment due to the delivery by the Company to such Eligible Participant of a notice of nonrenewal of such employment agreement, in the case of each of clauses (1), (2) and (3), within the three-year period following a Change in Control (as defined below).

For purposes of the Replacement Options, “ Cause ” will have the meaning in an employment agreement between us and an Eligible Participant, or, if such Eligible Participant is not a party to an agreement defining “Cause,” then “Cause” will generally mean the termination of the Eligible Participant’s employment us on account of (1) the willful failure of the Eligible Participant to perform substantially his or her duties or to follow a lawful reasonable directive from the Board or his or her direct report (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Eligible Participant which specifically identifies the manner in which we believe that he or she has not substantially performed such duties or followed a lawful reasonable directive and the participant is given a reasonable opportunity (not to exceed 30 days) to cure any such failure to substantially perform, if curable; (2)(A) any willful act of fraud, embezzlement or theft by the Eligible Participant, in each case, in connection with his or her duties or in the course of his or her employment with or performance of services for us or (B) the Eligible Participant’s admission in any court, or conviction of, a felony; or (3) the Eligible Participant being found unsuitable for, or having a gaming license denied or revoked by, the gaming regulatory authorities in certain specified states or any other applicable area in we do business at the time of determination.

For purposes of the Replacement Options, “ Good Reason ” will have the meaning in an employment agreement between us and an Eligible Participant, or, if such Eligible Participant is not a party to an agreement defining “Good Reason,” then “Good Reason” will generally mean, without the participant’s express written consent, (1) a material diminution by the Company or its applicable subsidiary in the participant’s annual base salary, as the same may be increased from time to time, other than a reduction in base salary that applies to a similarly situated class of employees of the Company or its subsidiaries, or (2) relocation by the Company or any of its subsidiaries of

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the participant’s principal place of employment to a location that is more than 50 miles from the participant’s principal place of employment upon the date of grant of an award; provided, that if the new principal place of employment is closer to such participant’s residence than the prior principal place of employment, then such relocation shall not be Good Reason.

For purposes of the Replacement Options, “ Change in Control ” means the occurrence of any of the following events: (1) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company on a consolidated basis to any person or group of related persons for purposes of Section 13(d) of the Exchange Act, other than to one of the Sponsors, (2) the approval by the holders of the outstanding voting securities of the Company of any plan or proposal for the liquidation or dissolution of the Company, (3) any person or group of related persons for purposes of Section 13(d) of the Exchange Act, other than one of the Sponsors, becomes the beneficial owner, directly or indirectly, of common stock representing more than 50% of the combined voting power of the Company entitled to vote generally in the election of directors, (4) the replacement of a majority of the Board over a two-year period of the directors who constituted the Board at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the Board of Directors then still in office who either were members of such Board of Directors at the beginning of such period or whose election as a member of such Board of Directors was previously so approved or who were nominated by, or designees of, a Sponsor; or (5) consummation of a merger, consolidation or other transaction involving the Company following which the Sponsors do not hold capital stock or other securities of the surviving corporation (A) with voting power to elect a majority of the surviving entity’s board of directors or (B) representing at least 50% of the equity securities of the surviving entity.

Vesting of Performance-Based Options. Each Replacement Option granted in exchange for a Performance-Based Eligible Option will have a new vesting schedule as follows:

The only exception to the foregoing discussion of the vesting of the Replacement Options may be in countries where local law requires otherwise.

Except as noted otherwise in this Offer to Exchange (including, but not limited to, with respect to Replacement Options granted in exchange for Performance-Based Eligible Options), vesting and exercise of Replacement Options are dependent upon continued employment or service with Caesars or any of our subsidiaries. Replacement Options are subject to the terms and conditions as provided for in the 2012 Plan and the applicable form of Replacement Option award agreement and may be forfeited if not vested at the time of termination of employment or service.

SUBJECT TO APPLICABLE LAW, NOTHING IN THIS DOCUMENT SHOULD BE CONSTRUED TO CONFER UPON YOU THE RIGHT TO REMAIN AN EMPLOYEE, DIRECTOR OR SERVICE PROVIDER OF THE COMPANY OR ANY OF ITS SUBSIDIARIES. THE TERMS OF YOUR EMPLOYMENT OR SERVICE WITH US REMAIN UNCHANGED. WE CANNOT GUARANTEE OR PROVIDE YOU WITH ANY ASSURANCE THAT YOU WILL NOT BE SUBJECT TO INVOLUNTARY TERMINATION OR THAT YOU WILL OTHERWISE REMAIN IN OUR EMPLOY OR SERVICE UNTIL THE OFFER EXPIRATION DATE OR AFTER THAT DATE.

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IF YOU EXCHANGE ELIGIBLE OPTIONS FOR REPLACEMENT OPTIONS AND YOU CEASE TO BE AN EMPLOYEE, DIRECTOR OR SERVICE PROVIDER OF THE COMPANY OR ANY OF ITS SUBSIDIARIES BEFORE THE REPLACEMENT OPTIONS ARE FULLY VESTED, YOU WILL FORFEIT ANY UNVESTED PORTION OF YOUR REPLACEMENT OPTION.

Terms of Replacement Options

The Replacement Options will have the terms and be subject to the conditions as provided for in the 2012 Plan and the applicable form of Replacement Option award agreement. Each Replacement Option will have a new ten-year term measured from the Offer Expiration Date, unless otherwise prohibited under local law, subject to earlier expiration of the option following termination of your service with Caesars or any of our subsidiaries.

Generally, you may exercise the vested portion of your Replacement Option at any time during the option’s ten-year term. If, however, your employment or service with Caesars or any of our subsidiaries terminates prior to any portion of your Replacement Option becoming vested, you will forfeit the unvested portion of your Replacement Option.

In general, in the event of your termination of employment or service with Caesars or any of our subsidiaries, your Replacement Option will terminate and cease to be exercisable on the first to occur of the following:

Notwithstanding the foregoing, if you are a party to an employment or severance agreement with us, in the event you resign your employment for any reason, or if you are not a party to an employment or severance agreement with us and you resign your employment without Good Reason, then all of your vested and unvested Replacement Options will terminate immediately on the commencement of business on the date you join a competitor.

With respect to Replacement Options granted in exchange for Performance-Based Eligible Options, if an Eligible Participant’s employment is terminated by us other than for Cause, or if an Eligible Participant terminates his or her employment for Good Reason (and, with respect to Mr. Loveman, in the event his employment is terminated as a result of the nonrenewal of his employment agreement by us), in each case prior to the date on which such Replacement Options have fully vested, such Replacement Options will remain eligible to vest according to their terms for a period of six months following such date of termination, provided, that, if we are a party to a written agreement or binding letter of intent at the time of such termination, or we enter into such a written agreement or binding letter of intent during the three month period immediately following such termination, the consummation of which would result in the occurrence of a Change in Control, such Replacement Options will

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remain eligible to vest until such Change in Control is consummated or the written agreement or binding letter of intent is terminated (the “ Post-Termination Vesting Period ”). For purposes of clarification, if there is no vesting event after the termination of an Eligible Participant’s employment without Cause or for Good Reason and prior to the scheduled expiration date of the Replacement Options, the Replacement Options will terminate on the scheduled expiration date. In the event that the Replacement Options become exercisable by operation of the provision described in this paragraph, such Replacement Options will remain exercisable until the earlier of (1) six–months following the date on which the Replacement Options become exercisable and (2) the tenth anniversary of the Offer Expiration Date.

For purposes of the Replacement Options, “ Retirement ” means a voluntary termination of employment that occurs on or after the first date on which an Eligible Participant has (1) attained at least the age of 50 and, when added to the number of years of continuous service with us by the Eligible Participant, the Eligible Participant’s age and years of service equals or exceeds 65, or (2) attained age 65.

Payment of Exercise Price of Replacement Options

The purchase or exercise price for an option under the 2012 Plan may be paid by means of any lawful consideration, as determined by the plan administrator, including: services rendered by the award recipient; cash, check, or electronic funds transfer; notice and third party payment; delivery of previously owned shares of common stock; pursuant to a “net exercise” by means of a reduction in the number of shares otherwise deliverable pursuant to the award; or pursuant to a “cashless exercise” with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards. Shares of common stock used to satisfy the exercise price of an option will be valued at their fair market value on the date of exercise. The Company will not be obligated to deliver any shares until it receives full payment of the exercise or purchase price therefor and any related withholding obligations and other conditions to exercise or purchase have been satisfied. Unless otherwise expressly provided in an applicable award agreement, the plan administrator may at any time eliminate or limit an option holder’s ability to pay the purchase or exercise price of any award by any method other than cash.

Notwithstanding the foregoing, the Replacement Options may be exercised through a cashless exercise (to the extent permitted under the Management Investor Rights Agreement, if applicable) or a net exercise (with the consent of the Administrator) to satisfy the exercise price but not any applicable withholding taxes, unless (1) the option holder’s employment or service terminates due to death or Disability or is terminated by us or one of our subsidiaries without Cause or by the option holder for Good Reason, or (2) with respect to any Replacement Options the vesting of which is performance-based, where such options become vested following a termination of employment or service during the Post-Termination Vesting Period, in which case the option holder may use a cashless exercise (to the extent permitted under the Management Investor Rights Agreement, if applicable) or a net exercise (with the consent of the Administrator) to satisfy the minimum amount of withholding taxes due on exercise.

Other Terms and Conditions of Replacement Options

The 2008 Plan currently provides that, in the event of a Change in Control in which Time-Based Eligible Options are assumed by the acquirer and remain outstanding following the transaction and the shares underlying the assumed options following the transaction are not publicly traded, then the Company will allow each option holder to elect (1) to retain the Time-Based Eligible Option, which will continue to vest in accordance with its terms, or (2) to forfeit the unvested portion of the Time-Based Eligible Option at the time of the Change in Control in exchange for the right to receive a cash payment equal to the difference, if any, between the fair market value of a share of common stock at the time of the Change in Control minus the exercise price of the option, to be paid as and when the option would otherwise have vested. This provision will not apply to the Replacement Options granted in exchange for the Time-Based Eligible Options.

Other than the exercise price, vesting dates and expiration date or as described above, Replacement Options will have terms and conditions substantially similar to the surrendered Eligible Options. The Replacement Options will be governed by the terms and conditions of the 2012 Plan and the applicable form of Replacement Option award agreement, with the new exercise price, vesting schedules and expiration date.

The description of the Replacement Options set forth herein is only a summary of some of the material provisions of the 2012 Plan and the applicable forms of Replacement Option award agreements, but is not complete. These descriptions are subject to, and qualified in their entirety by reference to, the actual provisions of the 2012

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Plan and the applicable form of Replacement Option award agreement. You are encouraged to consult the 2012 Plan and the applicable form of Replacement Option award agreement for complete information about the terms of the Replacement Options. Information regarding our 2012 Plan may be found in the S-8 Registration Statement and related prospectus prepared by us in connection with the 2012 Plan. Copies of the 2012 Plan, the applicable form of Replacement Option award agreement and related prospectus are available on the Option Exchange website at https://www.caesarsoptionexchange.com or upon request by emailing optionexchange@caesars.com or calling Russell Goldich, Director of Compensation of Caesars, at (001+) (702) 407-6043 (9:00 a.m. to 5:00 p.m. Pacific Time, Monday through Friday). Copies will be provided promptly at our expense.

U.S. Federal Income Tax Consequences of Replacement Options

You should refer to Section 13 of the Offer to Exchange entitled “Material U.S. Federal Income Tax Consequences” for a discussion of material U.S. federal income tax consequences of the Replacement Options, as well as the consequences of accepting or rejecting this Offer. You should refer to the relevant tax disclosure discussion under Schedule A for a discussion of the believed tax consequences of participating in this Offer in your country of residence if your country of residence is not the United States.

Registration of Option Shares

All shares of common stock issuable upon exercise of options under our Equity Plans, including the shares that will be issuable upon exercise of all Replacement Options, have been registered under the Securities Act, on one or more registration statements on Form S-8 filed with the Securities and Exchange Commission. Unless you are considered an “affiliate” of Caesars (as defined under the Exchange Act), you will be able to sell your option shares free of any transfer restrictions under SEC Rule 144 promulgated under the Securities Act. The shares you obtain upon exercise of your options will, however, be subject to the terms and conditions of the MIRA.

Caesars 2012 Performance Incentive Plan

Summary of Material Terms of 2012 Plan

The following is a summary of certain terms and conditions of the 2012 Plan. This summary is qualified in its entirety by reference to the 2012 Plan itself, which was filed as Exhibit 10.89 to our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 2, 2012.

Eligibility

Directors, employees, officers, and individual service providers or advisors who render services to our Company or its subsidiaries may be selected to receive awards under the 2012 Plan. As of July 1, 2012, we had approximately 342 employees, directors and service providers who held equity awards under the Equity Plans.

Administration

Our Board of Directors or a subcommittee thereof has the authority to administer the 2012 Plan. The Board of Directors or a subcommittee may delegate some or all authority to another committee. In addition, to the extent permitted by applicable law, the Board of Directors or subcommittee may delegate to one or more officers of the Company its powers to designate the officers and employees who will receive grants of awards under the 2012 Plan and to determine the number of shares subject to, and the other terms and conditions of, such awards. Ministerial, non-discretionary functions may be delegated to certain officers, employees and third parties.

For awards intended to satisfy the requirements for performance-based compensation under Section 162(m) of the Internal Revenue Code, the 2012 Plan will be administered by a committee consisting solely of two or more outside directors. Awards or transactions intended to be exempt under Rule 16b-3 of the Exchange Act, must be authorized by the Board of Directors or a committee consisting solely of two or more non-employee directors (as such requirement is applied under Rule 16b-3). And, to the extent required by any applicable listing agency, this 2012 Plan shall be administered by a committee composed entirely of “independent directors,” within the meaning of the applicable listing agency.

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The Human Resources Committee of our Board of Directors (the “ HRC ”) administers the 2012 Plan. The HRC, the Board of Directors or any subcommittee administrating the 2012 Plan is referred to in this summary as the “plan administrator.”

The plan administrator has broad authority, subject to express provisions of the 2012 Plan, to:

The plan administrator will have full discretion to take such actions as it deems necessary or desirable for the administration of the 2012 Plan. Plan administrator decisions relating to the 2012 Plan are final and binding.

Number of Shares Authorized and Award Limits

Subject to adjustment in connection with changes in capitalization, the maximum number of shares of our common stock that may be delivered pursuant to awards under the 2012 Plan is the sum of: (1) 7,403,470 shares of our common stock, plus (2) 8,045,998, representing the number of shares subject to stock options granted under the 2008 Plan, and outstanding on the date the 2012 Plan was first approved by its stockholders, which thereafter expire, or for any reason are cancelled or terminated, without being exercised. Eligible Options tendered for exchange and accepted by us for cancellation will also become available for issuance pursuant to the 2012 Plan as Replacement Options.

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As of July 1, 2012, options to purchase 353,657 shares of our common stock have been granted under the 2012 Plan, and 7,306,675 shares remain available under the 2012 Plan for award purposes.

This maximum share reserve will be reduced in accordance with the rules in this paragraph:

No fractional shares may be awarded under the 2012 Plan. The plan administrator may pay cash in lieu of fractional shares.

The 2012 Plan includes the following additional caps:

Changes in Capitalization

As is customary in incentive plans of this nature, (1) the number and type of shares of common stock (or other securities) available under the 2012 Plan, and the specific share limits, maximums and numbers of shares set forth elsewhere in the 2012 Plan, (2) the number, amount and type of shares of common stock (or other securities or property) subject to outstanding awards, (3) the grant, purchase, base, or exercise price and/or (4) the securities, cash or other property deliverable upon exercise or payment of outstanding awards must be equitably and proportionately adjusted by the plan administrator upon any reclassification, recapitalization, stock split, reverse stock split, merger,

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combination, consolidation, reorganization, spin-off, split-up, extraordinary dividend distribution in respect of the common stock, any exchange of common stock or other securities of the Company, or any similar, unusual or extraordinary corporate transaction in respect of the common stock. Unless otherwise expressly provided in the applicable award agreement, upon (or, as may be necessary to effect the adjustment, immediately prior to) any change-in-control-type event, the plan administrator shall equitably and proportionately adjust the performance standards applicable to any then-outstanding performance-based awards to the extent necessary to preserve (but not increase) the level of incentives intended by the 2012 Plan and the then-outstanding performance-based awards.

Awards Available for Grant

Awards under the 2012 Plan may be in the form of non-qualified and incentive (qualified) stock options, stock appreciation rights, stock bonuses, restricted stock, performance stock, stock units, phantom stock, dividend equivalents, cash awards, rights to purchase or acquire shares, or similar securities with a value related to our common stock. Awards may be made in combination or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the Company or one of its subsidiaries.

Awards under the 2012 Plan generally will not be transferable other than by will or the laws of descent and distribution, though the plan administrator may permit awards to be exercised by and paid to, or otherwise transferred, under certain conditions or in the plan administrator’s discretion.

Options and Stock Appreciation Rights. Options granted under the 2012 Plan will be subject to the terms and conditions established by the plan administrator in an award agreement. All options granted under the 2012 Plan shall be non-qualified unless the applicable award agreement states that the option is intended to be an incentive stock option. The term of an option or stock appreciation right will generally be ten years (or five years for incentive stock options granted to a 10% stockholder) subject to the 2012 Plan’s and the applicable award agreement’s provisions for earlier expiration upon certain termination from employment.

The exercise price of options and base price of stock appreciation rights will not be less than the fair market value of the common stock at the date of grant; however, incentive stock options granted to a participant who owns shares representing more than 10% of the voting power of all classes of shares of the Company or any subsidiary will have an exercise price that is no less than 110% of the fair market value of our common stock at grant.

Payment of Exercise Price. The purchase or exercise price for an award under the 2012 Plan may be paid by means of any lawful consideration, as determined by the plan administrator, including: services rendered by the award recipient; cash, check, or electronic funds transfer; notice and third party payment; delivery of previously owned shares of common stock; pursuant to a “net exercise” by means of a reduction in the number of shares otherwise deliverable pursuant to the award; or pursuant to a “cashless exercise” with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards. Shares of common stock used to satisfy the exercise price of an option will be valued at their fair market value on the date of exercise. The Company will not be obligated to deliver any shares until it receives full payment of the exercise or purchase price therefor and any related withholding obligations and other conditions to exercise or purchase have been satisfied. Unless otherwise expressly provided in an applicable award agreement, the plan administrator may at any time eliminate or limit a participant’s ability to pay the purchase or exercise price of any award by any method other than cash. The plan administrator may provide for the deferred payment of awards and may determine the terms applicable to deferrals.

Notwithstanding the foregoing, the Replacement Options may be exercised through a cashless exercise (to the extent permitted under the Management Investor Rights Agreement, if applicable) or a net exercise (with the consent of the Administrator) to satisfy the exercise price but not any applicable withholding taxes, unless (1) the option holder’s employment or service terminates due to death or Disability or is terminated by us or one of our subsidiaries without Cause or by the option holder for Good Reason, or (2) with respect to any Replacement Options the vesting of which is performance-based, where such options become vested following a termination of employment or service during the Post-Termination Vesting Period, in which case the option holder may use a cashless exercise (to the extent permitted under the Management Investor Rights Agreement, if applicable) or a net exercise (with the consent of the Administrator) to satisfy the minimum amount of withholding taxes due on exercise.

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Section 162(m) Performance-Based Awards. Any of the types of awards granted under the 2012 Plan may be, and options and stock appreciation rights granted to officers and employees typically will be, granted as awards intended to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code. If the plan administrator determines that an award other than an option or stock appreciation right is intended to be subject to Section 162(m), the plan administrator shall establish performance criteria based on one or more of the following (as applied under generally accepted accounting principles or in the financial reporting of the Company or of its subsidiaries):

Performance-based awards may provide for performance targets to be adjusted to mitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses, accounting changes or other extraordinary events not foreseen at the time the targets were set. The applicable performance measurement period may not be less than three months nor more than 10 years.

Corporate Transactions

Generally, and subject to limited exceptions set forth in the 2012 Plan, if we dissolve or undergo certain corporate transactions such as: a merger, business combination, consolidation, or other reorganization; an exchange of our common stock; a sale of substantially all of our assets; or any other event in which we are not the surviving entity, all awards then-outstanding under the 2012 Plan will become fully vested or paid, as applicable, and will terminate or be terminated in such circumstances, unless the plan administrator provides for the assumption, substitution or other continuation of the award. The plan administrator may also make provision for a cash payment in settlement of awards upon such events. The plan administrator may adopt such valuation methodologies for outstanding awards as it deems reasonable in the event of a cash or property settlement and, in the case of options, stock appreciation rights or similar rights, may base such settlement solely upon the excess if any of the per share amount payable upon or in respect of such event over the exercise or base price of the award.

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The plan administrator also has the discretion to establish other change in control provisions with respect to awards granted under the 2012 Plan. For example, the plan administrator could provide for the acceleration of vesting or payment of an award in connection with a corporate event that is not described above and provide that any such acceleration shall be automatic upon the occurrence of any such event.

Amendment; Repricing

Our Board of Directors may amend or terminate the 2012 Plan at any time, but no amendment or termination may, without participant consent, impair the rights of such participant in any material respect under any award previously granted. Plan amendments will be submitted to stockholders for their approval as required by applicable law or any applicable listing agency. The 2012 Plan permits the plan administrator, without stockholder approval, to reprice (by amendment or other written instrument) an outstanding stock option or stock appreciation right by reducing the exercise price or base price of the award or cancel, exchange or surrender an outstanding stock option or stock appreciation right in exchange for cash or other awards for the purpose of repricing the award.

Clawback/Forfeiture

Unless an award agreement provides otherwise, in the event of an accounting restatement due to material noncompliance by the Company with any financial reporting requirement under the securities laws that reduces the amount payable or due in respect of an award under the 2012 Plan that would have been earned had the financial results been properly reported, the award will be cancelled and the participant will forfeit the cash or shares received or payable on the vesting, exercise or settlement of the award and proceeds of the sale, gain or other value realized on the vesting or exercise of the award or the shares of common stock acquired in respect of the award (and the participant may be required to return or pay such shares or amount to the Company). If, after a termination by a participant from employment or services with the Company and its subsidiaries, the plan administrator determines that the Company or any of its subsidiaries had grounds to terminate such participant for Cause, then (1) any outstanding award held by such participant may be cancelled without payment therefor and (2) the plan administrator may require the participant to forfeit and pay over to the Company, on demand, all or any portion of the compensation, gain or other value realized upon the exercise of any option or stock appreciation right, or the subsequent sale of shares of common stock acquired upon exercise of such option or stock appreciation right and the value realized on the vesting, payment or settlement of any other award during the period following the date of the conduct constituting cause. To the extent required by applicable law and/or the rules of any exchange or inter-dealer quotation system on which shares of common stock are listed or quoted, or if so required pursuant to a written policy adopted by the Company (as in effect and/or amended from time to time), awards under the 2012 Plan shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into the 2012 Plan and all outstanding award agreements).

Securities Laws

The 2012 Plan is intended to conform with all of the provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the SEC thereunder, including, without limitation, Rule 16b-3 of the Exchange Act. The 2012 Plan will be administered, and awards will be granted and may be exercised and/or paid, only in such a manner as to conform to such laws, rules and regulations.

IMPORTANT NOTE . THE STATEMENTS IN THIS OFFER CONCERNING THE 2012 PLAN AND THE REPLACEMENT OPTIONS IS MERELY A SUMMARY AND DOES NOT PURPORT TO BE COMPLETE. THE STATEMENTS ARE SUBJECT TO, AND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO, ALL PROVISIONS OF THE 2012 PLAN AND THE APPLICABLE FORM OF REPLACEMENT OPTION AWARD AGREEMENT THEREUNDER. PLEASE CONTACT US AT CAESARS ENTERTAINMENT CORPORATION, ONE CAESARS PALACE DRIVE, LAS VEGAS, NV 89109, OR VISIT THE OPTION EXCHANGE WEBSITE TO RECEIVE A COPY OF THE 2012 PLAN, THE APPLICABLE FORM OF REPLACEMENT OPTION AWARD AGREEMENT OR THE RELATED PROSPECTUS.

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Caesars is the world’s most diversified casino-entertainment provider and the most geographically diverse U.S. casino-entertainment company. Our business is primarily conducted through a wholly-owned subsidiary, Caesars Entertainment Operating Company, Inc. (“ CEOC ”) although certain material properties are not owned by CEOC. As of December 31, 2011, we owned, operated, or managed, through various subsidiaries, 52 casinos in 12 U.S. states and seven countries. The majority of these casinos operate in the United States and England. Our casino entertainment facilities operate primarily under the Harrah’s, Caesars, and Horseshoe brand names in the United States. Our casino entertainment facilities include 33 land-based casinos, 12 riverboat or dockside casinos, three managed casinos on Indian lands in the United States, one managed casino in Canada, one casino combined with a greyhound racetrack, one casino combined with a thoroughbred racetrack, and one casino combined with a harness racetrack. Our land-based casinos include one in Uruguay, nine in England, one in Scotland, two in Egypt, and one in South Africa. As of December 31, 2011, our facilities had an aggregate of approximately three million square feet of gaming space and approximately 43,000 hotel rooms. Our industry-leading customer loyalty program, Total Rewards, has over 40 million members. We use the Total Rewards system to market promotions and to generate customer play across our network of properties. In addition, we own an online gaming business, providing for real money casino, bingo, and poker games in the United Kingdom, alliances with online gaming providers in Italy and France, “play for fun” offerings in other jurisdictions, social games on Facebook and other social media websites, and mobile application platforms. We also own and operate the World Series of Poker tournament and brand.

We were incorporated on November 2, 1989 in Delaware and operated under predecessor companies prior to such date.

On January 28, 2008, Caesars was acquired by affiliates of the Sponsors in an all-cash transaction, hereinafter referred to as the “ Acquisition ,” valued at approximately $30.7 billion, including the assumption of $12.4 billion of debt, and the incurrence of approximately $1.0 billion of acquisition costs. Subsequent to the Acquisition, our stock was no longer publicly traded.

Effective February 8, 2012, as the result of our public offering, our common stock trades on the NASDAQ Global Select Market under the symbol “CZR.” In connection with the public offering, the Company effected a 1.742-for-one split of its common stock. Unless otherwise stated, all applicable share and per-share data presented herein have been retroactively adjusted to give effect to this stock split.

We have presented below a summary of our historical consolidated financial information. The following summary historical consolidated financial information should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and with “Part I. Financial Information” of our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012, both of which are incorporated herein by reference. The summary historical consolidated financial information as of and for the years ended December 31, 2011 and 2010 is derived from our audited consolidated financial statements that are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. The summary historical consolidated financial information as of and for the three months ended March 31, 2012 and 2011 is derived from our unaudited consolidated financial statements included in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012. Our interim results are not necessarily indicative of results for the full fiscal year, and our historical results are not necessarily indicative of the results to be expected in any future period.

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