−Removed: Risk Factors.
Risks Relating to Operating Our Business
−Removed: The outbreak of COVID-19 has impacted our operations and caused an economic downturn, widespread unemployment and an adverse impact on consumer sentiment, and we expect that our business and results of operations will continue to be adversely affected by the impact of COVID-19 for the foreseeable future.
−Removed: On March 13, 2020, in response to the coronavirus public health emergency the U.S.
−Removed: government declared a national state of emergency.
−Removed: In an effort to help control the spread of COVID-19, public health officials imposed or recommended various measures.
−Removed: All of our casino properties were temporarily closed for the period from mid-March 2020 due to orders issued by various government agencies and tribal bodies as part of certain precautionary measures intended to help slow the spread of the COVID-19 public health emergency.
−Removed: See “Item 1 – Business - COVID-19 Public Health Emergency” for further description of the precautionary measures imposed on us and the temporary closure of our casinos.
−Removed: While we began to open our properties beginning in mid-May 2020 and almost all of our properties are currently open, our operations, financial results and cash flows have been, and we expect them to continue to be, affected by social distancing measures, including reduced gaming operations arising from the reconfiguration of our gaming floor, limitations on the number of customers present in our facilities, restrictions on hotel, food and beverage outlets and limits on events that would otherwise attract customers to our properties.
−Removed: COVID-19 has materially adversely affected the economy and financial markets of the United States and the world and has resulted in widespread unemployment in the United States.
−Removed: Consumer demand for casino hotel and racetrack properties such as ours is particularly sensitive to downturns in the economy, unemployment and the associated impact on discretionary spending on leisure activities which bring demand for casino hotel properties such as ours.
−Removed: Reduced customer demand could result in lower occupancy rates, reduced visitation and additional disruptions in our casino business.
−Removed: The impact of COVID-19 on our business remains uncertain.
−Removed: In particular, a delay in wide distribution of a vaccine, or a lack of public acceptance of a vaccine, could lead people to continue to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period of time.
−Removed: To the extent the U.S.
−Removed: economy and other major global economies experience a recession as a result of COVID-19, our business and operations could be materially adversely affected.
−Removed: The impact of changes in customer demand resulting from the economic downturn, widespread unemployment, reduced consumer confidence and consumer fears on our properties cannot reasonably be determined, but it could be significant and protracted.
−Removed: As a result of the foregoing, we expect that COVID-19 will continue to have a material impact on our business, financial condition, liquidity, results of operations (including revenues and profitability) for an extended period of time.
−Removed: We face substantial competition in the hotel and casino industry, especially in Las Vegas, our largest jurisdiction, and expect that such competition will continue.
+Added: The outbreak of COVID-19 and COVID-19 related impacts have had, and are expected to continue to have, a significant impact on our operations and results of operations.
+Added: COVID-19 and mitigation measures recommended or required by public health officials to slow the spread of COVID-19 have materially adversely affected our operations.
+Added: All of our casino properties were temporarily closed for the period from mid-March 2020 through mid-May 2020 due to orders issued by various government agencies and tribal bodies and, following re-opening of our properties, our operations have been affected by social distancing measures, including reduced gaming operations, limitations on number of customers present in our facilities, restrictions on hotel, food and beverage outlets and limits on events that would otherwise attract customers to our properties.
+Added: While restrictions on our operations were eased in 2021 and we experienced positive operating trends during 2021, we continued to see a prolonged impact of COVID-19 on the economy, our industry and our Company, with increased challenges arising from labor shortages, supply chain challenges, increasing costs of goods and services, inflation and rising interest rates, among other impacts.
+Added: The continuing impact of COVID-19 and such related challenges on our business will ultimately depend on future developments, including but not limited to, the duration and severity of the outbreak or new variants, restrictions on operations imposed by governmental authorities, the potential for authorities reimposing stay at home orders, international and domestic travel restrictions or additional restrictions in response to continued developments with the COVID-19 public health emergency, our ability to adapt to evolving operating procedures and maintain adequate staffing in response to increased customer demand, the impact on consumer demand and discretionary spending, the efficacy and acceptance of vaccines, and our ability to adjust our cost structures for the duration of any such interruption of our operations.
+Added: The extent and duration of the impact of COVID-19 on our business is difficult to predict, but it could be significant and protracted, and we expect that our business and the casino resort industry and economy generally will continue to be impacted by shortages of labor, supply chain challenges, increasing costs of goods and services, inflation and rising interest rates and that such impacts may intensify.
+Added: We face substantial competition and expect that such competition will continue.
The gaming industry is highly competitive and competition is intense in most of the markets in which we operate.
−Removed: We compete with a variety of gaming operations, including land-based casinos, dockside casinos, riverboat casinos, casinos located on racing tracks and casinos located on Native American reservations and other forms of legalized gaming such as video gaming terminals (VGTs) at bars, restaurants and truck stops and online gambling and sports betting.
+Added: We compete with a variety of gaming operations, including land-based casinos, dockside casinos, riverboat casinos, casinos located on racing tracks and casinos located on Native American reservations and other forms of legalized gaming such as video gaming terminals at bars, restaurants and truck stops and online gambling and sports betting.
We also compete, to a lesser extent, with other forms of legalized gaming and entertainment such as bingo, pull tab games, card parlors, sportsbooks, fantasy sports websites, “cruise-to-nowhere” operations, pari-mutuel or telephonic betting on horse racing and dog racing, state-sponsored lotteries, jai-alai and, in the future, may compete with gaming at other venues.
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In some instances, particularly in the case of Native American casinos, our competitors pay lower taxes or no taxes.
−Removed: In recent years, many casino operators, including us, have reinvested in existing jurisdictions to attract new customers or to gain market share, thereby increasing competition in those jurisdictions.
−Removed: As an example, in response to changing trends, Las Vegas operators have been focused on expanding their non-gaming offerings, including upgrades to hotel rooms, new food and beverage offerings, and new entertainment offerings.
−Removed: The expansion of existing casino entertainment properties, the increase in the number of properties, and the aggressive marketing strategies of many of our competitors have increased competition in many markets in which we operate, and this intense competition is expected to continue.
−Removed: While the long term impact of COVID-19 on these market dynamics remains uncertain, these competitive pressures have and are expected to continue to adversely affect our financial performance.
−Removed: Our brick-and-mortar operations face increasing competition as a result of the expansion of legalized online gaming and betting in a number of the jurisdictions in which we operate.
−Removed: While we believe that we are well positioned to compete with new entrants to the betting and gaming market through online betting and gaming, including through our online betting and gaming
−Removed: offerings, the competitive dynamic is evolving and we cannot assure you that our results of operations will not be adversely impacted by the expansion of legalized online gaming and betting.
+Added: In recent years, many casino and online gaming operators, including us, have reinvested in existing jurisdictions to attract new customers or to gain market share, thereby increasing competition in those jurisdictions.
+Added: In particular, we and other online betting and gaming operators have undertaken extensive marketing campaigns and made significant investments in customer acquisition through pricing and promotional policies.
+Added: In addition, in response to changing trends, Las Vegas operators have been focused on expanding their non-gaming offerings, including upgrades to hotel rooms, new food and beverage offerings, and new entertainment offerings.
+Added: The expansion of online betting and gaming in new jurisdictions and the growth of the number of competitors in the online betting and gaming market, the expansion of existing casino entertainment properties, the increase in the number of properties, and the aggressive marketing strategies of many of our competitors have increased competition in many markets in which we operate, and this intense competition is expected to continue.
+Added: These competitive pressures have and are expected to continue to adversely affect our financial performance.
+Added: Our brick-and-mortar operations face increasing competition as a result of the expansion of legalized online gaming and betting, including our own online betting and gaming operations, in a number of the jurisdictions in which we operate.
+Added: While we believe that we are well positioned to compete with new entrants to the betting and gaming market through our online betting and gaming offerings, the competitive dynamic is evolving and we cannot assure you that our results of operations will not be adversely impacted by the expansion of legalized online gaming and betting.
States that already have legalized casino gaming may further expand gaming, and other states that have not yet legalized gaming may do so in the future.
We also compete with Native American gaming operations in California and other jurisdictions where Native American tribes operate large-scale gaming facilities or otherwise conduct gaming activities on Native American lands, which we expect will continue to expand.
−Removed: Further expansion of legalized casino gaming in jurisdictions in or near our markets or changes to gaming laws in states in which we have operations and in states near our operations could increase competition and could adversely affect our operations.
−Removed: Increased competition may require us to make substantial capital expenditures to maintain and enhance the competitive positions of our properties to increase the attractiveness and add to the appeal of our facilities.
+Added: Further expansion of legalized casino gaming in jurisdictions in or near our
+Added: markets or changes to gaming laws in states in which we have operations and in states near our operations could increase competition and could adversely affect our operations.
+Added: Increased competition may require us to make substantial expenditures in marketing, customer development and capital projects to maintain and enhance the competitive positions of our online and brick and mortar operations to increase the attractiveness and add to the appeal of our facilities and product offerings.
Because a significant portion of our cash flow is required to pay obligations under our outstanding indebtedness and our lease obligations, there can be no assurance that we will have sufficient funds to undertake, or that we will be able to obtain sufficient financing to fund, such expenditures.
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Our business is sensitive to reductions in discretionary consumer spending as a result of downturns in the economy and other factors outside our control.
−Removed: Consumer demand for casino hotel and racetrack properties such as ours is particularly sensitive to downturns in the economy and the associated impact on discretionary spending on leisure activities.
−Removed: Changes in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general economic conditions, effects of declines in consumer confidence in the economy, the impact of high energy and food costs, the increased cost of travel, decreased disposable consumer income and wealth, fears of war and future acts of terrorism, or widespread illnesses or epidemics, including COVID-19, can have a material adverse effect on leisure and business travel, discretionary spending and other areas of economic behavior that directly impact the gaming and entertainment industries in general and could further reduce customer demand for the amenities that we offer.
−Removed: In addition, increases in gasoline prices, including increases prompted by global political and economic instabilities, can adversely affect our operations because most of our patrons travel to our properties by car or on airlines that may pass on increases in fuel costs to passengers in the form of higher ticket prices.
−Removed: Win rates (hold rates) for our casino operations depend on a variety of factors, some of which are beyond our control.
+Added: Consumer demand for casino hotel and racetrack properties and online betting and gaming is particularly sensitive to downturns in the economy and the associated impact on discretionary spending on leisure activities.
+Added: Changes in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general economic conditions, effects of declines in consumer confidence in the economy, the impact of high energy and food costs, the increased cost of travel, decreased disposable consumer income and wealth, fears of war and future acts of terrorism, or widespread illnesses or epidemics, including COVID-19, can have a material adverse effect on leisure and business travel, discretionary spending and other areas of economic behavior that directly impact the gaming and entertainment industries in general and could further reduce customer demand for the amenities and products that we offer.
+Added: In addition, increases in gasoline prices, including increases prompted by global political and economic instabilities, can adversely affect our casino operations because most of our patrons travel to our properties by car or on airlines that may pass on increases in fuel costs to passengers in the form of higher ticket prices.
+Added: Win rates (hold rates) for our casino operations depend on a variety of factors, some of which are beyond our control, and participation in the sports betting industry exposes us to trading, liability management and pricing risks.
+Added: We may experience lower than expected profitability and potentially significant losses as a result of factors beyond our control or a failure to accurately determine odds.
The gaming industry is characterized by an element of chance.
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The variability of win rates (hold rates) also have the potential to negatively impact our financial condition, results of operations, and cash flows.
+Added: Our fixed-odds betting products involve betting where winnings are paid on the basis of the amounts wagered and the odds quoted.
+Added: Odds are determined with the objective of providing an average return to the bookmaker over a large number of events.
+Added: However, there can be significant variation in gross win percentage event-by-event and day-by-day.
+Added: We have systems and controls that seek to reduce the risk of daily losses occurring on a gross-win basis, but there can be no assurance that these will be effective in reducing our exposure to this risk.
+Added: As a result we may experience (and we have from time to time experienced) significant losses with respect to individual events or betting outcomes, in particular if large individual bets are placed on an event or betting outcome or series of events or betting outcomes.
+Added: Any significant losses on a gross-win basis could have a material adverse effect on our business, financial condition and results of operations.
+Added: In addition, the odds that we offer in our sportsbook operations may occasionally contain an obvious error.
+Added: Examples of such errors are inverted lines between teams, or odds that are significantly different from the true odds of the outcome in a way that all reasonable persons would agree is an error.
+Added: If regulatory restrictions do not permit us to void or re-setting odds to correct odds on bets associated with large obvious errors in odds making, we could be subject to covering significant liabilities.
+Added: We rely on third parties to provide services that are essential to the operation of our online betting and gaming business, including, player account management, geolocation and identity verification, payment processing and sports data.
+Added: We rely on third parties to provide services that are essential to the operation of our online betting and gaming business, including player account management, geolocation and identity verification systems to ensure we comply with laws and regulations, processing deposits and withdrawals made by our online users and providing information regarding schedules, results, performance and outcomes of sporting events to determine when and how bets are settled.
+Added: The software, systems and services provided by our third-party providers may not meet our expectations, contain errors or weaknesses, be compromised or
+Added: experience outages.
+Added: A failure of such third-party systems to perform effectively, or any service interruption to those systems, could adversely affect our business by preventing users from accessing our online platform, delaying payment or resulting in errors in settling bets, which could give rise to regulatory issues relating to the operation of our business.
+Added: By way of example, incorrect or misleading geolocation and identity verification data with respect to current or potential users received from third-party service providers may result in us inadvertently allowing access to our offerings to individuals who are not permitted to access them or otherwise inadvertently denying access to individuals who are permitted to access them, and errors or failures by our payment processors and sports data providers could result in a failure in timely and accurately process payments to and from users or errors in settling bets.
+Added: Any such errors or failures could result in violations of applicable regulatory requirements and adversely affect our reputation and our ability to attract and retain our online users.
+Added: Furthermore, negative publicity related to any of our third-party partners could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.
+Added: In addition, if any of our third-party services providers terminates its relationship with us, is unable to maintain necessary regulatory approvals, or refuses to renew its agreement with us on commercially reasonable terms, we would have to find alternate service providers.
+Added: We cannot be certain that we would be able to secure favorable terms from alternative service providers that are critical to the operation of our business or enter into alternative arrangements in a timely manner.
+Added: Our digital business, results of operations and prospects would be adversely impacted by our inability or delay in securing replacement services that are sufficient to support our online business or are on comparable terms.
+Added: The growth of our digital business will depend, in part, on the success of our strategic relationships with third parties.
+Added: We rely on relationships with sports leagues and teams, media companies and other third parties in order to attract users to our offerings.
+Added: In 2019 we entered into an exclusive sports entertainment partnership with the NFL, making us the first ever “Official Casino Sponsor” in the history of the league and in 2020, we partnered with ESPN to integrate their digital platforms with our sportsbooks.
+Added: These relationships, along with providers of online services, search engines, social media, directories and other websites and e-commerce businesses direct consumers to our offerings.
+Added: While we believe there are other third parties that could drive users to our online offerings, adding or transitioning to them may disrupt our business and increase our costs, and may require us to modify, limit or discontinue certain offerings.
+Added: Furthermore, sports leagues, teams and venues may enter into exclusive partnerships with our competitors which could adversely affect our ability to offer certain types of wagers.
+Added: In the event that any of our existing relationships or our future relationships fail to provide services to us in accordance with the terms of our arrangement, or at all, and we are not able to find suitable alternatives, this could impact our ability to cost effectively attract consumers and harm our online betting and gaming business, financial condition, results of operations and prospects.
+Added: The growth of our digital business will require investments in our online offerings, technology and strategic marketing initiatives, which could be costly and negatively impact the economics of our online business.
+Added: The online betting and gaming industry is subject to rapid and frequent changes in standards, technologies, products and service offerings, as well as in customer demands and preferences and regulations, which will require us to continually introduce and successfully implement new and innovative technologies, marketing strategies, product offerings and enhancements to remain competitive and effectively stimulate customer demand, acceptance and engagement.
+Added: The process of developing new online offerings and systems is inherently complex and uncertain, and new offerings may not be well received by users, even if they are well-reviewed and of high quality.
+Added: Developing new offerings and marketing strategies can also divert our management’s attention from other business issues and opportunities.
+Added: New online offerings that attain market acceptance and aggressive marketing strategies implemented in the competitive online market environment could impact the mix of our existing business, including our casino business, or the share of our patron’s wallets in a manner that could negatively impact our results of operations.
+Added: In addition, online betting and gaming operates in a competitive environment that requires significant investment in marketing initiatives, including free play and use of a variety of free and paid marketing channels, including television, radio, social media platforms, such as Facebook, Instagram, Twitter, and other digital channels.
+Added: We cannot be sure that our investments in technology, products, service offerings and marketing initiatives will be successful or generate the return on investment that we expect.
+Added: If new or existing competitors offer more attractive offerings or engage in marketing initiatives that are better received by customers, we may lose users or users may decrease their spending on our offerings.
+Added: Further, new customer demands, superior competitive offerings, new industry standards or changes in the regulatory environment could render our offerings unattractive, unmarketable or obsolete and require us to make substantial unanticipated changes to our technology or business model.
+Added: Failure to adapt to a rapidly changing market or evolving customer demands, and costs required to be incurred to react to dynamic market conditions, could harm our business, financial condition, results of operations and prospects.
We face the risk of fraud, theft, and cheating.
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We extend credit to a portion of our customers, and we may not be able to collect gaming receivables from our credit customers.
−Removed: We conduct our gaming activities on a credit and cash basis at many of our properties.
+Added: We conduct our gaming activities on a credit and cash basis.
Any such credit we extend is unsecured.
−Removed: Table games players typically are extended more credit than slot players, and high-stakes players typically are extended more credit than customers who tend to wager lower amounts.
+Added: High-stakes players typically are extended more credit than customers who tend to wager lower amounts.
High-end gaming is more volatile than other forms of gaming, and variances in win-loss results attributable to high-end gaming may have a significant positive or negative impact on cash flow and earnings in a particular period.
−Removed: We extend credit to those customers whose level of play and financial resources warrant, in
−Removed: the opinion of management, an extension of credit.
+Added: We extend credit to those customers whose level of play and financial resources warrant, in the opinion of management, an extension of credit.
These large receivables could have a significant impact on our results of operations if deemed uncollectible.
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These and any future foreign currency control policy developments that may be implemented by foreign jurisdictions could significantly impact our business, financial condition and results of operations.
−Removed: Compromises of our information systems or unauthorized access to confidential information or our customers’ personal information could materially harm our reputation and business.
−Removed: We collect and store confidential, personal information relating to our customers for various business purposes, including marketing and financial purposes, and credit card information for processing payments.
−Removed: For example, we handle, collect and store personal information in connection with our customers staying at our hotels and enrolling in Caesars Rewards.
−Removed: We may share this personal and confidential information with vendors or other third parties in connection with processing of transactions, operating certain aspects of our business, or for marketing purposes.
−Removed: Our collection and use of personal data are governed by state and federal privacy laws and regulations as well as the applicable laws and regulations in other countries in which we operate.
−Removed: Privacy law is subject to frequent changes and varies significantly by jurisdiction.
−Removed: We may incur significant costs in order to ensure compliance with the various applicable privacy requirements.
−Removed: In addition, privacy laws and regulations may limit our ability to market to our customers.
−Removed: We assess and monitor the security of collection, storage, and transmission of customer information on an ongoing basis.
−Removed: We utilize commercially available software and technologies to monitor, assess and secure our network.
−Removed: Further, some of the systems currently used for transmission and approval of payment card transactions and the technology utilized in payment cards themselves, all of which can put payment card data at risk, are determined and controlled by the payment card industry, and other such systems are determined and controlled by us.
−Removed: Although we have taken steps designed to safeguard our customers’ confidential personal information and important internal company data, our network and other systems and those of third parties, such as service providers, could be compromised, damaged, or disrupted by a third-party breach of our system security or that of a third-party provider or as a result of purposeful or accidental actions of third parties, our employees, or those employees of a third party, power outages, computer viruses, system failures, natural disasters, or other catastrophic events.
−Removed: Our third-party information system service providers face risks relating to cybersecurity similar to ours, and we do not directly control any of such parties’ information security operations.
−Removed: Advances in computer and software capabilities, encryption technology, new tools, and other developments may increase the risk of a security breach.
−Removed: As a result of any security breach, customer information or other proprietary data may be accessed or transmitted by or to a third party.
−Removed: Despite the measures we have implemented to safeguard our information, there can be no assurance that we are adequately protecting our information.
−Removed: Any loss, disclosure of, misappropriation of, or access to customers’ or other proprietary information or other breach of our information security could result in legal claims or legal proceedings, including regulatory investigations and actions, or liability for failure to comply with privacy and information security laws, including for failure to protect personal information or for misusing personal information, which could disrupt our operations, damage our reputation, and expose us to claims from customers, financial institutions, regulators, payment card associations, employees, and other persons, any of which could have an adverse effect on our financial condition, results of operations, and cash flow.
−Removed: We have cybersecurity insurance to respond to a breach which is designed to cover expenses around notification, credit monitoring, investigation, crisis management, public relations and legal advice.
−Removed: We also carry other insurance which may cover ancillary aspects of the event;
−Removed: however, damage and claims arising from a breach may not be completely covered or may exceed the amount of any insurance available.
−Removed: Our reliance on our computer systems and software could expose us to great financial harm if any of our computer systems or software were subject to any material disruption or corruption.
−Removed: We rely significantly on our computer systems and software to receive and properly process internal and external data, including data related to Caesars Rewards.
−Removed: A disruption or corruption of the proper functioning of our computer systems or software could cause us to lose data or record erroneous data, which could result in material losses.
−Removed: We cannot guarantee that our efforts to maintain competitive computer systems and software will be successful.
−Removed: Our computer systems and software may fail or be subject to bugs or other errors, resulting in service interruptions or other unintended consequences.
−Removed: If any of these risks materialize, they could have a material adverse effect on our business, financial condition, and results of operations
Acts of terrorism, war, natural disasters, severe weather, and political, economic and military conditions may impede our ability to operate or may negatively impact our financial results.
3 unchanged sentences
Visitation to Las Vegas also declined for a period of time following the mass shooting tragedy on October 1, 2017.
−Removed: We cannot predict the extent to which disruptions in air or other forms of travel as a result of any further terrorist act, security alerts or war, uprisings, or hostilities in places such as Iraq, Afghanistan, and/or Syria or other countries throughout the world, and governmental responses to those acts or hostilities, will directly or indirectly impact our business and operating results.
+Added: We cannot predict the extent to which disruptions in air or other forms of travel as a result of any further terrorist act, security alerts or war, uprisings, or hostilities in places such as Iraq, Afghanistan, Ukraine, and/or Syria or other countries throughout the world, and governmental responses to those acts or hostilities, will directly or indirectly impact our business and operating results.
For example, our operations in Cairo, Egypt, were negatively affected from the uprising there in January 2011.
+Added: A third party that is responsible for our player account management has employees in Ukraine and negative developments in Ukraine could negatively impact our digital business.
As a consequence of the threat of terrorist attacks and other acts of war or hostility in the future, premiums for a variety of insurance products have increased, and some types of insurance are no longer available.
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In most cases, we have insurance that covers portions of any losses from a natural disaster, but it is subject to deductibles and maximum payouts in many cases.
−Removed: Although we may be covered by insurance from a natural disaster, the timing of our receipt of insurance proceeds, if any, may be out of our control.
+Added: Although we may be covered by insurance from a natural disaster, the timing of our receipt of insurance proceeds,
+Added: if any, may be out of our control.
In some cases, however, we may receive no proceeds from insurance.
3 unchanged sentences
While we carry general liability insurance and business interruption insurance, there can be no assurance that insurance will be available or adequate to cover all loss and damage to which our business or our assets might be subjected and the timing and receipt of insurance proceeds, if any, may be out of our control.
−Removed: Our business may be subject to seasonal fluctuations that could result in volatility and have an adverse effect on our operating results.
−Removed: Our business may be subject to some degree of seasonality.
−Removed: Weather conditions may deter or prevent customers from reaching the facilities or undertaking trips.
−Removed: Such conditions would particularly affect customers who are traveling longer distances to visit our properties.
−Removed: Seasonality may cause our properties working capital cash flow requirements to vary from quarter to quarter depending on the variability in the volume and timing of sales.
−Removed: Business in our properties can also fluctuate due to specific holidays or other significant events, such as Easter (particularly when the holiday falls in a different quarter than the prior year), the World Series of Poker tournament (with respect to our Las Vegas properties), city-wide conventions, a large sporting event or a concert, or visits by our premium players.
−Removed: We also believe that any seasonality, holiday, or other significant event may affect our various properties or regions differently.
−Removed: These factors, among other things, make forecasting more difficult and may adversely affect our properties’ ability to manage working capital and to predict financial results accurately, which could adversely affect our business, financial condition, and operating results.
+Added: Our business may be subject to fluctuations due to seasonality and other factors that could result in volatility and have an adverse effect on our operating results.
+Added: Our business may fluctuate due to seasonality and other factors.
+Added: Our casino business is impacted by weather conditions that may deter or prevent customers from reaching the facilities or undertaking trips, which would particularly affect customers who are traveling longer distances to visit our properties.
+Added: Our casino business can also fluctuate due to specific holidays or other significant events, such as Easter (particularly when the holiday falls in a different quarter than the prior year), the World Series of Poker tournament (with respect to our Las Vegas properties), city-wide conventions, a large sporting event or a concert, or visits by our premium players.
+Added: Our sportsbook business may also be impacted by availability or scheduling of major sporting events or the cancellation or postponement of sporting events or races, including lockouts, strikes or similar disruptions.
+Added: For example, our sports betting business could be adversely impacted if the 2022 Major League Baseball season does not begin on time or does not occur at all.
+Added: Seasonality, holiday, or other significant events may affect our digital operations, properties or regions differently.
+Added: These factors, among other things, could adversely affect our business, financial condition, and operating results, cause volatility in the trading price of our stock and impact our cash flow from quarter to quarter.
Our business is particularly sensitive to energy prices and a rise in energy prices could harm our operating results.
1 unchanged sentence
Accordingly, increases in energy costs may have a negative impact on our operating results.
−Removed: Additionally,
−Removed: higher electricity and gasoline prices that affect our customers may result in reduced visitation to our resorts and a reduction in our revenues.
+Added: Additionally, higher electricity and gasoline prices that affect our customers may result in reduced visitation to our resorts and a reduction in our revenues.
We may be indirectly impacted by regulatory requirements aimed at reducing the impacts of climate change directed at up-stream utility providers, as we could experience potentially higher utility, fuel, and transportation costs.
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Our business is dependent on the quality and reputation of our Company and brands.
−Removed: Events beyond our control could affect the reputation of one or more of our properties or more generally impact our corporate or brand image.
+Added: Events beyond our control could affect the reputation of one or more of our properties, including our digital operations, or more generally impact our corporate or brand image.
Other factors that could influence our reputation include the quality of the services we offer and our actions with regard to social issues such as diversity, human rights and support for local communities.
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Negative events and publicity could quickly and materially damage perceptions of us, our brands or our properties, which, in turn, could adversely impact our business, financial condition or results of operations through loss of customers, loss of business opportunities, lack of acceptance of our company to operate in host communities, employee retention or recruiting difficulties or other difficulties.
+Added: Risks Relating to Information Systems and Technology
+Added: Compromises of our information systems or unauthorized access to confidential information or our customers’ personal information could materially harm our reputation and business.
+Added: We collect and store confidential, personal information relating to our customers for various business purposes, including marketing and financial purposes, and credit card information for processing payments.
+Added: For example, we handle, collect and store personal information in connection with our customers staying at our hotels and enrolling in Caesars Rewards.
+Added: We may share this personal and confidential information with vendors or other third parties in connection with processing of transactions, operating certain aspects of our business, or for marketing purposes.
+Added: Our collection and use of personal data are governed by state and federal privacy laws and regulations as well as the applicable laws and regulations in other countries in which we operate.
+Added: Privacy law is subject to frequent changes and varies significantly by jurisdiction.
+Added: We may incur significant costs in order to ensure compliance with the various applicable privacy requirements.
+Added: In addition, privacy laws and regulations may limit our ability to market to our customers.
+Added: We assess and monitor the security of collection, storage, and transmission of customer information on an ongoing basis.
+Added: We utilize commercially available software and technologies to monitor, assess and secure our network.
+Added: Further, some of the systems currently used for transmission and approval of payment card transactions and the technology utilized in payment cards themselves, all of which can put payment card data at risk, are determined and controlled by the payment card industry, and other such systems are determined and controlled by us.
+Added: Although we have taken steps designed to safeguard our customers’ confidential personal information and important internal company data, our network and other systems and those of third parties, such as service providers, could be compromised, damaged, or disrupted by a third-party breach of our system security or that of a third-party provider or as a result of purposeful or accidental actions of third parties, our employees, or those employees of a third party, power outages, computer viruses, system failures, natural disasters, or other catastrophic events.
+Added: Our third-party information system service providers face risks relating to cybersecurity similar to ours, and we do not directly control any of such parties’ information security operations.
+Added: Advances in computer and software capabilities, encryption technology, new tools, and other developments may increase the risk of a security breach.
+Added: As a result of any security breach, customer information or other proprietary data may be accessed or transmitted by or to a third party.
+Added: Despite the measures we have implemented to safeguard our information, there can be no assurance that we are adequately protecting our information.
+Added: Any loss, disclosure of, misappropriation of, or access to customers’ or other proprietary information or other breach of our information security could result in legal claims or legal proceedings, including regulatory investigations and actions, or liability for failure to comply with privacy and information security laws, including for failure to protect personal information or for misusing personal information, which could disrupt our operations, damage our reputation, and expose us to claims from customers, financial institutions, regulators, payment card associations, employees, and other persons, any of which could have an adverse effect on our financial condition, results of operations, and cash flow.
+Added: We have cybersecurity insurance to respond to a breach which is designed to cover expenses around notification, credit monitoring, investigation, crisis management, public relations and legal advice.
+Added: We also carry other insurance which may cover ancillary aspects of the event;
+Added: however, damage and claims arising from a breach may not be completely covered or may exceed the amount of any insurance available.
+Added: Our operations, and particularly our digital betting and gaming operations, are reliant on information technology and other systems and services, and any failures, errors, defects or disruptions in our systems or services could adversely affect our operations.
+Added: Our technology infrastructure is critical to the performance of our digital betting and gaming operations and to user satisfaction and we rely significantly on our computer systems and software to receive and properly process internal and external data, including data related to Caesars Rewards.
+Added: We devote significant resources to our technology infrastructure, but our systems may not be adequate to avoid performance delays or outages that could be harmful to our online business.
+Added: In addition, we cannot assure you that the measures we take to prevent cyber-attacks and protect our systems, data and user information and to prevent outages, data or information loss, fraud and to prevent or detect security breaches will be sufficient to ensure uninterrupted operation of our digital platform and provide absolute security.
+Added: We have experienced, and we may in the future experience, website disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors and capacity constraints.
+Added: Disruptions from unauthorized access to, fraudulent manipulation of, or tampering with our computer systems and technological infrastructure, or those of third parties that provide support to our operations, could result in a wide range of negative outcomes, each of which could materially adversely affect the operation of our online business and our financial condition, results of operations and prospects.
+Added: Additionally, our computer systems and software may fail or may contain errors, bugs, flaws or corrupted data, and these defects may only become apparent after the launch of our online products.
+Added: These types of issues could disrupt our operations or render a product unavailable when users attempt to access it or cause access to our offerings to be slower than our users expect.
+Added: Inaccessibility or slow access to our products could make users less likely to return to our digital platform as often, if at all, or to recommend our offerings to other potential users, which could harm our brand perception, cause our users to stop utilizing our online offerings, divert our resources and delay market acceptance of our online offerings.
+Added: We expect that we will continue to expand our online betting and gaming offerings as our user base grows and we enter into new markets, which will require an enhancement of our technical infrastructure, including network capacity and computing power, to support the growth of our digital business and to satisfy our users’ needs.
+Added: Such infrastructure expansion may be complex and costly, and unanticipated delays in completing these projects or availability of components may lead to increased project costs, operational inefficiencies, or interruptions in the delivery or degradation of the quality of our offerings.
+Added: In addition, there may be issues related to our online infrastructure that are not identified during the testing phases of design and implementation and become evident after we have started to fully use the underlying equipment or software, which could impact the user experience or increase our costs.
+Added: An inability to effectively scale our technical infrastructure to accommodate increased demands could adversely impact our ability to grow our digital betting and gaming business.
+Added: Our online business is dependent on the Internet and we rely on Amazon Web Services and other third-party technology, platforms and services to deliver our offerings to users.
+Added: A substantial portion of the infrastructure that is required to enable users to access our digital betting and gaming offerings is provided by third parties, including Internet service providers and other technology-based service providers.
+Added: In particular, we currently host our online betting and gaming offerings and support our operations using Amazon Web Services (“AWS”) and other third-party technology, platforms and services.
+Added: Our third-party providers may experience service interruptions, delays, outages or damage, including due to capacity constraints, an event causing an unusually high volume of Internet use (such as a pandemic or public health emergency), infrastructure changes or upgrades (such as 5G or 6G services), human or software errors, website hosting disruptions, natural disasters, cybersecurity attacks, terrorist attacks, power outages and similar events or acts of misconduct.
+Added: We exercise little control over our third-party providers and any difficulties that these providers experience, including the potential of certain network traffic receiving priority over other traffic (i.e., lack of net neutrality), may adversely affect our business.
+Added: Because our ability to provide our users with continuing and uninterrupted access to our platform is critical to the success of our digital business, we use our best efforts to ensure that our facilities and infrastructure and the facilities and infrastructure of our third-party providers support our current and expected operations and are designed to mitigate the impacts of system malfunctions.
+Added: Nevertheless, there can be no guarantee that such systems will be able to meet the demand of our current and future digital business, the overall online betting and gaming industry and the growth of the Internet.
+Added: Furthermore, if we do not maintain business relationships with our third-party providers, and in particular, AWS, we may not be able to secure required third-party services on terms that are acceptable to us or on an acceptable time frame.
+Added: Any of these risks could result in a loss of revenue and cause us to incur unexpected costs that could be significant, which could have a material adverse effect on our online business, financial condition, results of operations and prospects.
+Added: Our online business model depends upon the continued compatibility between our apps and the major mobile operating systems and upon third-party platforms for the distribution of our product offerings, which depend on factors beyond our control such as the design of third-party operating systems and continued access to our apps on third-party distribution platforms like the Apple App Store.
+Added: Our digital business is dependent on the interoperability of our technology with popular mobile operating systems, technologies, networks and standards as our users access our online betting and gaming product offerings primarily on mobile devices.
+Added: As a result, our business model depends upon the continued compatibility between our app and the major mobile operating systems, such as the Android and iOS operating systems, and we rely upon third-party platforms for distribution of our product offerings.
+Added: We do not have formal or informal relationships with parties that control design of mobile devices and operating systems and there is no guarantee that popular mobile devices will start or continue to support or feature our product offerings.
+Added: Any changes, bugs, technical or regulatory issues in such operating systems, our relationships with mobile manufacturers and carriers, or in their terms of service or policies that degrade our offerings’ functionality, reduce or eliminate our ability to distribute our offerings, give preferential treatment to competitive products, limit our ability to deliver high quality offerings, or impose fees or other charges related to delivering our offerings, could adversely affect our product usage and monetization on mobile devices.
+Added: In addition, if any of the third-party platforms used for distribution of our product offerings were to limit or disable the availability of our app or advertising on their platforms, our ability to generate revenue could be harmed.
+Added: These changes could materially impact the way we do business, and if we are unable to adjust to those changes quickly and effectively, there could be an adverse effect on our business, financial condition, results of operations and prospects.
Risks Related to Human Capital
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We cannot assure you that we will be able to retain our performers and other entertainment offerings on acceptable terms or at all.
−Removed: While our ability to offer live performances has been limited due to COVID-19, historically our performers have drawn customers to our properties and have been a significant source of our revenue.
+Added: Historically, our performers have drawn customers to our properties and have been a significant source of our revenue.
We cannot assure you that we will be able to retain our performers or other shows on acceptable terms or at all.
In addition, the third parties that we depend on for our properties’ entertainment offerings may become incapable or unwilling to provide their services at the level agreed upon or at all.
+Added: Disruptions in the performance schedule can leave us without entertainment offerings, which could negatively impact our business.
Risks Relating to Our Capital Structure
−Removed: Our substantial indebtedness and the fact that a significant portion of our cash flow is used to make interest payments and rent payments under our lease agreements could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry and prevent us from making debt service payments and rent payments.
−Removed: As of December 31, 2020 we had $15.0 billion of outstanding face value indebtedness, in addition to leases with VICI and GLPI that require an annual rent payment of $1.1 billion in 2021 and that are subject to annual escalation.
+Added: Our substantial indebtedness and the fact that a significant portion of our cash flow is used to make interest payments and rent payments under our debt and lease agreements could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry and prevent us from making debt service payments and rent payments.
+Added: As of December 31, 2021 we had $14.3 billion of outstanding indebtedness, in addition to leases with VICI and GLPI that require an annual rent payment of $1.2 billion in 2022 and that are subject to annual escalation.
See Note 10 for a description of our obligations under our leases with VICI and GLPI and Note 12 for details regarding our debt outstanding and related restrictive covenants.
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• limiting our ability to use operating cash flow in other areas of our business because we must dedicate a significant portion of these funds to make payments on our debt and lease obligations;
−Removed: • increasing our vulnerability to the COVID-19 pandemic and general adverse economic and industry conditions;
• limiting our flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate;
• placing us at a competitive disadvantage compared to competitors with debt and rent obligations that are less than ours;
−Removed: • increasing our vulnerability to, and limiting our ability to react to, changing market conditions, changes in our industry and economic downturns;
+Added: • increasing our vulnerability to, and limiting our ability to react to, changing market conditions, COVID-19 and other public health emergencies, changes in our industry and economic downturns;
• limiting our ability to obtain additional financing to fund working capital requirements, capital expenditures, debt service, acquisitions, general corporate or other obligations;
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• affecting our ability to renew gaming and other licenses necessary to conduct our business.
+Added: Certain of our debt facilities, including the CRC Revolving Credit Facility, mature in 2022.
+Added: While we expect to refinance or replace our debt facilities when they mature, we cannot be sure that we will be able to obtain financing on commercially reasonable terms.
Despite our current indebtedness levels, we and our subsidiaries may still incur significant additional indebtedness.
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We and our subsidiaries may be able to incur substantial additional indebtedness, including additional secured indebtedness, and may enter into financing obligations similar to our leases with VICI and GLPI in the future.
−Removed: As of December 31, 2020, we had $2.2 billion of borrowing capacity under our revolving credit facilities, before consideration of $19 million in outstanding letters of credit under CEI Revolving Credit Facility and $65 million in outstanding letters of credit under CRC Revolving Credit Facility.
−Removed: Further, our existing debt agreements currently permit, and we expect that agreements governing debt that we incur in the future will permit, us to incur certain other additional secured and unsecured debt.
+Added: As of December 31, 2021, we had $2.0 billion of borrowing capacity under our revolving credit facilities, before consideration of $23 million in outstanding letters of credit and $48 million committed for regulatory purposes under our CEI Revolving Credit Facility and $69 million in outstanding letters of credit under our CRC Revolving Credit Facility.
+Added: Further, our existing debt agreements currently permit,
+Added: and we expect that agreements governing debt that we incur in the future will permit, us to incur certain other additional secured and unsecured debt.
Further, we may incur other liabilities that do not constitute indebtedness.
The risks that we face based on our outstanding indebtedness may intensify if we incur additional indebtedness or financing obligations in the future.
−Removed: The LIBOR calculation method may change and LIBOR is expected to be phased out after 2021.
−Removed: Our credit facilities calculate interest on the outstanding principal balance using LIBOR.
−Removed: On July 27, 2017, the United Kingdom Financial Conduct Authority (the “FCA”) announced it would phase out LIBOR as a benchmark by the end of 2021.
−Removed: In the meantime, actions by the FCA, other regulators or law enforcement agencies may result in changes to the method by which LIBOR is calculated.
−Removed: At this time, it is not possible to predict the effect on our financial condition, results of operations and cash flows of any such changes or any other reforms to LIBOR that may be enacted in the United Kingdom or elsewhere.
+Added: Our variable rate indebtedness exposes us to interest rate volatility, which could cause our debt service obligations to increase significantly.
+Added: Borrowings under certain of our facilities are at variable rates of interest and expose us to interest rate volatility.
+Added: If interest rates increase, our debt service obligations on certain of our variable rate indebtedness will increase even though the amount borrowed remains the same.
+Added: In addition, at the end of 2021, the administrator for London Interbank Offered Rate (“LIBOR”) ceased publishing one-week and two-month U.S.
+Added: dollar LIBOR and will cease publishing all remaining U.S.
+Added: dollar LIBOR tenors in mid-2023.
+Added: Concurrently, the United Kingdom’s Financial Conduct Authority announced the cessation or loss of representativeness of the U.S.
+Added: dollar LIBOR tenors from those dates.
+Added: While we continue to monitor market developments to assess replacement rate options, the consequences of these developments with respect to LIBOR cannot be entirely predicted and may result in the level of interest payments on the portion of our indebtedness that bears interest at variable rates to be affected, which may adversely impact the amount of our interest payments under such debt.
A significant portion of our casinos are located on leased property.
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Our leases provide that they may be terminated for a number of reasons, including failure to pay rent, taxes or other payment obligations or the breach of other covenants contained in the leases.
−Removed: In particular, our leases with GLPI and VICI require annual rent payments of at least $1.1 billion in 2021, which is subject to escalation annually, and obligate us to make specified minimum capital expenditures with respect to the leased properties.
+Added: In particular, our leases with GLPI and VICI require annual rent payments of $1.2 billion in 2022, which is subject to escalation annually, and obligate us to make specified minimum capital expenditures with respect to the leased properties.
If our business and properties fail to generate sufficient earnings, the payments required to service the rent obligations under our leases with GLPI and VICI could materially and adversely limit our ability to react to changes in our business and make acquisitions and investments in our properties.
If we were to default on any one or more of these leases, the applicable lessors could terminate the affected leases and we could lose possession of the affected land and any improvements on the land, including the hotels and casinos.
−Removed: A termination of our ground leases or our leases with GLPI or VICI could result in a default under our debt agreements and could have a material adverse effect on our business, financial condition and results
−Removed: of operations.
+Added: A termination of our ground leases or our leases with GLPI or VICI could result in a default under our debt agreements and could have a material adverse effect on our business, financial condition and results of operations.
Further, in the event that any lessor of our leased properties, including GLPI or VICI, encounters financial, operational, regulatory or other challenges, there can be no assurance that such lessor will be able to comply with its obligations under the applicable lease.
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We cannot assure you that we will be able to obtain such renewals.
−Removed: Any failure to maintain or renew our existing licenses, registrations, permits or approvals would have a material adverse effect on us.
+Added: Any failure to maintain or renew our
+Added: existing licenses, registrations, permits or approvals would have a material adverse effect on us.
+Added: In addition, we are required to provide information relating to our operations to various gaming regulatory agencies.
+Added: A failure to provide accurate information could result in the imposition of fines or other penalties by the relevant regulatory authority.
Furthermore, if additional laws or regulations are adopted or existing laws or regulations are amended or interpreted differently, these regulations could impose additional restrictions or costs that could have a significant adverse effect on us.
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See “Item 1 - Gaming Licenses and Governmental Regulations” and Exhibit 99.1 for further description of the regulations to which we are subject.
−Removed: The results of findings of unsuitability could materially adversely affect our gaming operations.
−Removed: Applicable gaming laws and regulations restrict our ability to issue securities, incur debt and undertake other financing activities.
−Removed: Such transactions would generally require approval of applicable gaming authorities, and our financing counterparties, including lenders, might be subject to various licensing and related approval procedures in the various jurisdictions in which we operate gaming facilities.
+Added: We may be required under applicable gaming laws and regulations to obtain approval of applicable gaming authorities to issue securities, incur debt and undertake other financing activities and our financing counterparties, including lenders, might be subject to various licensing and related approval procedures in the various jurisdictions in which we operate gaming facilities.
Compliance with Other Laws .
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Any material increase, or the adoption of additional taxes or fees, could have a material adverse effect on our future financial results.
−Removed: We expect to expand our sportsbook business and engage in online sportsbook, casino gaming and poker.
−Removed: There can be no assurance that regulations authorizing such activities will be approved in the jurisdictions in which we operate or that the market for such gaming activities will develop as expected.
−Removed: During the second quarter of 2018, the U.S.
−Removed: Supreme Court overturned the federal ban on sports betting.
−Removed: As a result, several jurisdictions in which we operate legalized sports betting and additional jurisdictions may do so in the future.
−Removed: We have entered into an agreement with William Hill plc on the terms of a recommended cash acquisition pursuant to which we would acquire the entire issued and to be issued share capital (other than shares owned by us or held in treasury) of William Hill plc and we currently have relationships with (i) William Hill pursuant to which William Hill has agreed to operate as our sports betting operator, including with respect to mobile and online sports wagering, for a period of 25 years, (ii) the Stars Group Inc.
−Removed: (“TSG”) pursuant to which we agreed to provide TSG with options to obtain access to certain of our licenses for online sports wagering and real money online gaming and poker, for a period of 20 years, (iii) various sports brands including NFL and ESPN, for limited events, and (iv) other online betting and gaming operators.
−Removed: See “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Partnerships and Acquisitions” for a further description of the arrangements with William Hill, TSG, and additional sports brands.
−Removed: Currently William Hill operates 37 sportsbooks at our properties in eight states and, following the acquisition, Caesars and William Hill will be live with sports wagering across 15 U.S.
−Removed: states plus the district of Columbia.
−Removed: However, our ability to further expand our sports betting and online operations is dependent on adoption of regulations permitting sports betting in the United.
−Removed: There can be no assurances when, or if, any such regulations will be adopted, or the terms of such regulations, in certain of the jurisdictions in which we operate.
−Removed: The market for sports betting and online gaming is rapidly evolving and highly competitive with an increasing number of competitors.
−Removed: The success of our sportsbook and online betting and gaming partners, our interest in William Hill and TSG and the results of operations from sports betting and online sportsbook and gaming conducted at our properties or under the authority of our licenses are dependent on a number of factors that are beyond our control, including:
−Removed: • the timing of adoption of regulations authorizing such betting and gaming activities and the restrictions contained in such regulations;
−Removed: • the tax rates and license fees applicable to such activities;
−Removed: • our ability to gain market share in a newly developing market;
−Removed: • the potential that the market does not develop at all or does not develop as we anticipate;
−Removed: • our ability to compete with new entrants in the market;
−Removed: • changes in consumer demographics and public tastes and preferences; and
−Removed: • the availability and popularity of other forms of entertainment.
−Removed: There can be no assurance as to the returns that we will receive from our current and anticipated sports betting and online gaming operations or our other relationships that we have granted rights to market access or future similar arrangements with other market service providers.
+Added: The growth of our online betting and gaming business will depend on expansion of online betting and gaming into new jurisdictions and our ability to obtain required licenses.
+Added: Our ability to achieve growth in our online betting and gaming business will depend, in large part, upon expansion of online betting and gaming into new jurisdictions, the terms of regulations relating to online betting and gaming and our ability to obtain required licenses.
+Added: Following the 2018 decision of the U.S.
+Added: Supreme Court to overturn the federal ban on sports betting, a number of jurisdictions have legalized sports betting and online gaming and we expect that additional jurisdictions may do so in the future.
+Added: Our ability to further expand our sports betting and online operations is dependent on the adoption of regulations permitting such activities.
+Added: However, the expansion of betting and online gaming in new jurisdictions is dependent on a number of factors that are beyond our control and there can be no assurances of when, or if, such regulations will be adopted or the terms of such regulations, including restrictions, tax rates and license fees and availability of such licenses to casino owners exclusively or at all.
We may not be able to protect the intellectual property rights we own or may be prevented from using intellectual property necessary for our business.
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It is possible that third parties may copy or otherwise obtain and use our intellectual property or proprietary technology without authorization or otherwise infringe on our rights.
−Removed: For example, while we have a policy of entering into confidentiality, intellectual property invention assignment, and/or non-competition and non-solicitation agreements or restrictions with our employees, independent
−Removed: contractors, and business partners, such agreements may not provide adequate protection or may be breached, or our proprietary technology may otherwise become available to or be independently developed by our competitors.
−Removed: The laws of some foreign countries may not protect proprietary rights or intellectual property to as great an extent as do the laws of the United States.
+Added: For example, while we have a policy of entering into confidentiality, intellectual property invention assignment, and/or non-competition and non-solicitation agreements or restrictions with our employees, independent contractors, and business partners, such agreements may not provide adequate protection or may be breached, or our proprietary technology may otherwise become available to or be independently developed by our competitors.
+Added: In addition, the laws of some foreign countries may not protect proprietary rights or intellectual property to as great an extent as do the laws of the United States.
Despite our efforts to protect our proprietary rights, the unauthorized use or reproduction of our trademarks could diminish the value of our trademarks and our market acceptance, competitive advantages, or goodwill, which could adversely affect our business.
+Added: Our technology contains software modules licensed to us by third-party authors under “open source” licenses.
+Added: Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code.
+Added: In addition, the public availability of such software may make it easier for others to compromise our technology and, under certain open source licenses, we could be required to release the source code of our proprietary software to the public.
+Added: This would allow our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of our competitive advantages.
Third parties have alleged and may in the future allege that we are infringing, misappropriating, or otherwise violating their intellectual property rights.
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We also periodically employ individuals who were previously employed by our competitors or potential competitors, and we may therefore be subject to claims that such employees have used or disclosed the alleged trade secrets or other proprietary information of their former employers.
−Removed: At any time, we may have to rely on litigation to enforce our intellectual property rights, protect our trade secrets, determine the validity and scope of the proprietary rights of others, or defend against claims of infringement or invalidity.
−Removed: Any such litigation, whether successful or unsuccessful, could result in substantial costs and the diversion of resources and the attention of management.
−Removed: If unsuccessful, such litigation could result in the loss of important intellectual property rights, require us to pay substantial damages, subject us to injunctions that prevent us from using certain intellectual property, require us to make admissions that affect our reputation in the marketplace, and require us to enter into license agreements that may not be available on favorable terms or at all.
+Added: We may have to rely on litigation to enforce our intellectual property rights, protect our trade secrets, determine the validity and scope of the proprietary rights of others, or defend against claims of infringement or invalidity, including with respect to technology that we believe to be “open source”.
+Added: Any such litigation could result in substantial costs and the diversion of resources and the attention of management.
+Added: If unsuccessful, such litigation could result in the loss of important intellectual property rights, require us to pay substantial damages, subject us to injunctions that prevent us from using certain intellectual property, require us to make admissions that affect our reputation in the marketplace, or require us to enter into license agreements that may not be available on favorable terms, re-engineer our technology or discontinue or delay the provision of our offerings.
Finally, even if we prevail in any litigation, the remedy may not be commercially meaningful or fully compensate us for the harm we suffer or the costs we incur.
Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.
+Added: We rely on licenses to use the intellectual property rights of third parties which are incorporated into our products and services.
+Added: Failure to renew or expand existing licenses may require us to modify, limit or discontinue certain offerings.
+Added: We rely on products, technologies and intellectual property that we license from third parties, for use in our business-to-business and business-to-consumers offerings.
+Added: Certain of our offerings and services use intellectual property licensed from third parties and we expect that our future products will require the use of third-party intellectual property.
+Added: The future success of our business may depend, in part, on our ability to obtain, retain and/or expand licenses for popular technologies and games in a competitive market.
+Added: We cannot assure that third-party licenses that may be necessary or desirable for the operation of our products, or support for such licensed products and technologies, will be available to us on commercially reasonable terms, if at all.
+Added: If we are unable to renew and/or expand existing licenses or obtain new licenses, including as a result of reluctance of third parties to subject themselves to regulatory review that may be required to operate as our supplier, we may be required to discontinue or limit our use of the products that include or incorporate the licensed intellectual property, which could adversely impact our business, results of operations and prospects.
We are or may become involved in legal proceedings that, if adversely adjudicated or settled, could impact our business and financial condition.
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Moreover, legal proceedings can be expensive and time consuming, and we may not be successful in defending or prosecuting these lawsuits, which could result in settlements or damages that could significantly impact our business, financial condition and results of operations.
−Removed: Risks Relating to the Completion of the Merger and the WH Acquisition and the Integration of the Company and Former Caesars and William Hill
−Removed: We may fail to consummate the WH Acquisition or may not consummate it on the terms described herein.
−Removed: On September 30, 2020, we announced that we had reached an agreement with William Hill plc on the terms of a recommended cash acquisition pursuant to which we would acquire the entire issued and to be issued share capital (other than shares owned by us or held in treasury) of William Hill plc, in an all-cash transaction of approximately £2.9 billion, or $3.7 billion (the “WH Acquisition”).
−Removed: While we received the approval of William Hill plc shareholders and obtained the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), the WH Acquisition remains subject to gaming regulatory approvals .
−Removed: See “ The WH Acquisition is subject to the receipt of governmental approvals that may impose conditions that could have an adverse effect on us or, if not obtained, could prevent consummation of the WH Acquisition.
−Removed: ” As a result, the possible timing and likelihood of the completion of the WH Acquisition are uncertain, and, accordingly, there can be no assurance that such acquisition will be completed on the expected terms, anticipated schedule or at all.
−Removed: In the event that we fail to consummate the WH Acquisition, we will have issued a significant number of additional shares of common stock and we will not have acquired the revenue generating assets that will be required to produce the earnings and cash flow we anticipated.
−Removed: As a result, failure to consummate the WH Acquisition would adversely affect our earnings per share and our ability to make distributions to stockholders.
−Removed: If the WH Acquisition is not consummated, we could be subject to a number of risks that may adversely affect our business and the market price of our common stock, including:
−Removed: • we will be required to pay costs relating to the WH Acquisition, such as legal, accounting, financial advisory and printing fees, whether or not the WH Acquisition is consummated;
−Removed: • time and resources committed by our management to matters relating to the WH Acquisition could otherwise have been devoted to pursuing other beneficial opportunities;
−Removed: • the market price of our common stock could decline to the extent that the current market price reflects a market assumption that the WH Acquisition will be consummated;
−Removed: • we would not realize the benefits we expect to realize from consummating the WH Acquisition.
−Removed: Any increased costs associated with the delay or abandonment of the WH Acquisition, in addition to the impact of COVID-19, may adversely impact our ability to remain in compliance with our covenants contained in the agreements governing our indebtedness and lease obligations, and our liquidity.
−Removed: Moreover, if the WH Acquisition is not consummated, our reputation in our industry and in the investment community could be damaged, and the market price of our common stock could decline.
−Removed: The WH Acquisition is subject to the receipt of governmental approvals that may impose conditions that could have an adverse effect on us or, if not obtained, could prevent consummation of the WH Acquisition.
−Removed: Consummation of the WH Acquisition remains subject to gaming regulatory approvals , including, without limitation, including, among others, the Gaming Board For the Bahamas, Indiana Gaming Commission, Nevada Gaming Control Board and Gaming Commission, and New Jersey Division of Gaming Enforcement.
−Removed: Additionally, the combination requires the English High Court's final approval and administrative and post-closing approvals from other US and international agencies.
−Removed: There can be no assurance that these approvals will be obtained and that the other conditions to consummating the WH Acquisition will be satisfied.
−Removed: In addition, the governmental authorities from which the regulatory approvals are required may impose conditions on the consummation of the WH Acquisition or require changes to the terms of the WH Acquisition or agreements to be entered into in connection with the WH Acquisition.
−Removed: Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying or impeding consummation of the WH Acquisition or of imposing additional costs or limitations on us following consummation of the WH Acquisition, any of which might have an adverse effect on our business, financial condition and results of operations.
−Removed: The integration of the Company and Former Caesars and William Hill may present significant challenges.
−Removed: We cannot be sure that we will be able to realize the anticipated benefits of the Merger and the WH Acquisition in the anticipated time frame or at all.
−Removed: Our ability to realize the anticipated benefits of the Merger and the WH Acquisition will significantly depends on our ability to integrate the businesses of Former Caesars and William Hill into the Company in the anticipated time frame or at all.
−Removed: The combination of independent businesses is a complex, costly and time-consuming process.
−Removed: As a result, we are required to devote significant management attention and resources to integrating the business practices and operations of Former Caesars into those of the Company and we expect that our acquisition of William Hill will present similar challenges.
−Removed: The integration process may disrupt the businesses and, if implemented ineffectively or inefficiently, would preclude realization of the full benefits expected by us.
−Removed: The failure to successfully integrate Former Caesars and William Hill into the Company and to manage the challenges presented by the integration process successfully may result in an interruption of, or loss of momentum in, the business of the Company, which may have the effect of depressing the market price of our common stock.
−Removed: Cautionary Statement Regarding Forward-Looking Information
−Removed: This Annual Report on Form 10-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
−Removed: Forward-looking statements include statements regarding our strategies, objectives and plans for future development or acquisitions of properties or operations, as well as expectations, future operating results, trends and other information that is not historical information.
−Removed: When used in this report, the terms or phrases such as “anticipates,” “believes,” “projects,” “plans,” “intends,” “expects,” “might,” “may,” “estimates,” “could,” “should,” “would,” “will likely continue,” and variations of such words or similar expressions are intended to identify forward-looking statements.
−Removed: Specifically, forward-looking statements may include, among others, statements concerning:
−Removed: • the impact of COVID-19 on our business and financial condition;
−Removed: • projections of future results of operations or financial condition;
−Removed: • our ability to consummate the acquisition of William Hill and the announced dispositions of certain of our properties, including required divestitures of certain properties located in Indiana and MontBleu;
−Removed: • expectations regarding our business and results of operations of our existing casino properties and prospects for future development;
−Removed: • expectations regarding trends that will affect our markets and the gaming industry generally, including expansion of internet betting and gaming, and the impact of those trends on our business and results of operations;
−Removed: • our ability to comply with the covenants in the agreements governing our outstanding indebtedness and leases;
−Removed: • our ability to meet our projected debt service obligations, operating expenses, and maintenance capital expenditures;
−Removed: • expectations regarding availability of capital resources;
−Removed: • our intention to pursue development opportunities and additional acquisitions and divestitures;
−Removed: • our ability to realize the anticipated benefits of the acquisition of Former Caesars, William Hill and future development, acquisition and partnership opportunities;
−Removed: • the impact of regulation on our business and our ability to receive and maintain necessary approvals for our existing properties and future projects and operation of online sportsbook, poker and gaming.
−Removed: Any forward-looking statements are based upon underlying assumptions, including any assumptions mentioned with the specific statements, as of the date such statements were made.
−Removed: Such assumptions are in turn based upon internal estimates and analyses of market conditions and trends, management plans and strategies, economic conditions and other factors.
−Removed: Such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control, and are subject to change.
−Removed: By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend upon future circumstances that may not occur.
−Removed: Actual results and trends may differ materially from any future results, trends, performance or achievements expressed or implied by such statements.
−Removed: Forward-looking statements speak only as of the date they are made, and we assume no duty to update forward-looking statements.
−Removed: Forward-looking statements should not be regarded as a representation by us or any other person that the forward-looking statements will be achieved.
−Removed: Undue reliance should not be placed on any forward-looking statements.
−Removed: Some of the contingencies and uncertainties to which any forward-looking statement contained herein are subject include, but are not limited to, the following:
−Removed: • the extent and duration of the impact of COVID-19 on the Company’s business, financial results and liquidity;
−Removed: • the impact and cost of, and our ability to adapt to, evolving operating procedures in response to continued developments with COVID-19;
−Removed: • the impact of actions we have undertaken to reduce costs and improve efficiencies to mitigate losses as a result of the COVID-19 public health emergency, which could negatively impact guest loyalty and our ability to attract and retain our employees;
−Removed: • the impact of the COVID-19 public health emergency and resulting unemployment and changes in general economic conditions on discretionary consumer spending and customer demand;
−Removed: • our substantial indebtedness and significant financial commitments, including our obligations under our lease arrangements, could adversely affect our results of operations and our ability to service such obligations, react to changes in our markets and pursue development and acquisition opportunities;
−Removed: • restrictions and limitations in agreements governing our debt and leased properties could significantly affect our ability to operate our business and our liquidity;
−Removed: • risks relating to payment of a significant portion of our cash flow as debt service and rent under the leases of our casino properties with VICI and GLPI;
−Removed: • financial, operational, regulatory or other potential challenges that may arise as a result of leasing of a number of our properties;
−Removed: • our ability to adapt to the very competitive environments we operate in as we face increasing competition, including through legalization of online betting and gaming;
−Removed: • uncertainty regarding the expansion of online betting and gaming, including the impact of such expansion on our brick-and-mortar business and our ability to compete in the online market;
−Removed: • the ability to identify suitable acquisition opportunities and realize growth and cost synergies from any future acquisitions;
−Removed: • the impact of governmental regulation on our business and the cost of complying or the impact of failing to comply with such regulations;
−Removed: • changes in gaming taxes and fees in jurisdictions in which we operate;
−Removed: • risks relating to pending claims or future claims that may be brought against us;
−Removed: • changes in interest rates and capital and credit markets;
−Removed: • our ability to comply with certain covenants in our debt documents and lease arrangements;
−Removed: • our ability to collect gaming receivables from our credit customers;
−Removed: • the effect of disruptions or corruption to our information technology and other systems and infrastructure;
−Removed: • the effect of seasonal fluctuations;
−Removed: • our particular sensitivity to energy prices;
−Removed: • deterioration in our reputation or the reputation of our brands;
−Removed: • our ability to attract and retain customers;
−Removed: • our ability to protect the intellectual property rights we own;
−Removed: • our ability to expand our sportsbook business and engage in online sportsbook, casino gaming and poker;
−Removed: • weather or road conditions limiting access to our properties;
−Removed: • the effect of war, terrorist activity, acts of violence, natural disasters, public health emergencies and other catastrophic events;
−Removed: • the intense competition to attract and retain management and key employees in the gaming industry;
−Removed: • Other factors described in Part II, Item 1A.
−Removed: “Risk Factors” contained herein and our reports on Form 10-Q and Form 8-K filed with the SEC.
−Removed: In addition, the acquisition of William Hill and the announced dispositions of certain of our properties, including required divestitures, create additional risks, uncertainties and other important factors, including but not limited to:
−Removed: • the possibility that the proposed transactions are not consummated when expected or at all because required regulatory or other approvals are not received or other conditions to the consummation thereof are not satisfied on a timely basis or at all;
−Removed: • the possibility that one or more of such transactions do not close on the terms described herein or that we are required to modify aspects of one or more of such transactions to obtain, or otherwise take action to satisfy conditions imposed in connection with, required regulatory approvals;
−Removed: • risks associated with increased leverage as a result of the proposed acquisition of William Hill;
−Removed: • the possibility that the anticipated benefits of the proposed transactions are not realized when expected or at all;
−Removed: • the incurrence of significant transaction and acquisition-related costs and the possibility that the transactions may be more expensive to complete than expected;
−Removed: • competitive responses to the proposed transactions;
−Removed: • legislative, regulatory and economic developments;
−Removed: • the ability to retain certain of our key employees and William Hills’ key employees;
−Removed: • the outcome of legal proceedings that may be instituted as a result of the proposed transactions;
−Removed: • the impact of the proposed transactions, or the failure to consummate the proposed transactions, on our stock price;
−Removed: • diversion of management’s attention from our ongoing operations;
−Removed: • the impact of the announcement or consummation of the proposed transactions on the Company’s relationships with third parties, which may make it more difficult to maintain business relationships;
−Removed: • other risks and uncertainties described in Part II, Item 1A.
−Removed: “Risk Factors” contained herein and our reports on Form 10-K, Form 10-Q and Form 8-K filed with the SEC.
−Removed: In light of these and other risks, uncertainties and assumptions, the forward-looking events discussed in this report might not occur.
−Removed: These forward-looking statements speak only as of the date on which this statement is made, even if subsequently made available on our website or otherwise, and we do not intend to update publicly any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made, except as may be required by law.
−Removed: You should also be aware that while we from time to time communicate with securities analysts, we do not disclose to them any material non-public information, internal forecasts or other confidential business information.
−Removed: Therefore, you should not assume that we agree with any statement or report issued by any analyst, irrespective of the content of the statement or report.
−Removed: To the extent that reports issued by securities analysts contain projections, forecasts or opinions, those reports are not our responsibility and are not endorsed by us.
+Added: We cannot be sure that we will be able to dispose of the William Hill non-US operations on terms and conditions that are satisfactory to us or at all.
+Added: We previously announced that on September 9, 2021 we entered into an agreement to sell the William Hill International operations to 888 Holdings Plc (“888”) and that we intend to apply the proceeds of such sale to repay outstanding indebtedness.
+Added: The transaction remains subject to the satisfaction of a number of conditions, most notably 888’s publication of a prospectus and shareholder circular recommending shareholder approval of the transaction, and receipt of that approval from 888’s shareholders.
+Added: There can be no assurance that the transaction will be completed on the previously agreed upon terms and timeline, or that we will be able to consummate a sale of William Hill International in the near future or at all.
+Added: If we do not expect the closing of the sale of William Hill International by October 14, 2022, the date in which the Bridge Credit Agreement matures, we expect to refinance the outstanding indebtedness under the Bridge Credit Agreement.
+Added: We cannot guarantee the success of such refinancing.
Unresolved Staff Comments
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.