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Goodwill and Intangible Assets, net | 12 Months Ended
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Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract] |
Goodwill and Intangible Assets, net | Goodwill and Intangible Assets, net The purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The Company determines the estimated fair values after review and consideration of relevant information including discounted cash flows, quoted market prices, and estimates made by management. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is recorded as goodwill. Goodwill and indefinite-lived intangible assets must be reviewed for impairment at least annually and between annual test dates in certain circumstances. The Company performs its annual impairment tests as of October 1 of each fiscal year. The Company performs this assessment more frequently if impairment indicators exist. We utilized a combined income approach using a discounted cash flow method and a guideline public company method to determine the fair value of our goodwill. The Company performed the annual goodwill impairment test by comparing the fair value of each reporting unit with its carrying amount. The Company determines the estimated fair value of each reporting unit based on a combination of earnings before interest, taxes, depreciation and amortization (“EBITDA”), valuation multiples, and estimated future cash flows discounted at rates commensurate with the capital structure and cost of capital of comparable market participants, giving appropriate consideration to the prevailing borrowing rates within the casino industry in general, and expected sales proceeds. The Company also evaluates the aggregate fair value of all of its reporting units and other non-operating assets in comparison to its aggregate debt and equity market capitalization at the test date. EBITDA multiples and discounted cash flows are common measures used to value businesses in the industry. Indefinite-lived intangible assets consist primarily of trademarks, Caesars Rewards and expenditures associated with obtaining racing and gaming licenses. Indefinite-lived intangible assets are not subject to amortization but are subject to an annual impairment test. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess amount. Trademarks and Caesars Rewards were valued using the relief from royalty method, which presumes that without ownership of such trademarks or loyalty program, the Company would have to make a stream of payments to a brand or franchise owner in return for the right to use their name or program. By virtue of this asset, the Company avoids any such payments and records the related intangible value of the Company’s ownership of the brand name or program. Gaming rights represent intangible assets acquired from the purchase of a gaming entity located in a gaming jurisdiction where competition is limited, such as when only a limited number of gaming operators are allowed to operate in the jurisdiction. These gaming license rights are not subject to amortization as the Company has determined that they have indefinite useful lives. For gaming jurisdictions with high barriers of renewal of the gaming rights, such as material costs of renewal, the gaming rights are deemed to have a finite useful life and are amortized over the expected useful life. We used the Excess Earnings Method and a Cost Approach for estimating fair value for these gaming rights. Finite-lived intangible assets consist of trade names, customer relationships, reacquired rights, and technology acquired in business combinations. Amortization is recorded using the straight-line method over the estimated useful life of the asset. The Company evaluates for impairment whenever indicators of impairment exist. When indicators are noted, the Company then compares estimated future cash flows, undiscounted, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is recorded. Impairment charges are presented on the Statements of Operations. As a result of the finalized and approved capital and operating plans and the completion of impairment tests during the year ended December 31, 2024, the Company recognized impairment charges in our Regional and Las Vegas segments. Our Regional segment’s impairments were due to a decrease in projected future cash flows at certain regional properties primarily due to localized competition within certain markets. The Company identified six reporting units in the Regional segment with estimated fair values associated with trademarks, gaming rights and goodwill below their respective carrying values and recorded impairments. This resulted in trademark impairment of $15 million, gaming rights impairment of $73 million and goodwill impairment of $182 million within the segment. Impairment charges of $32 million to a trademark were also recorded due to the performance of our smallest brand in the Las Vegas segment. During the year ended December 31, 2023, the Company recognized impairment charges in our Regional segment. These impairments were primarily due to a decrease in projected future cash flows at certain regional properties due to increased competition. The Company identified one reporting unit with an estimated fair value of the associated gaming rights below the carrying value and recorded an impairment of $81 million. In addition, the Company identified one reporting unit with an estimated fair value below its carrying value and we recorded an impairment of $14 million to goodwill. In December 2022, the Company recognized impairment charges in our Regional segment related to goodwill and gaming rights totaling $78 million and $30 million, respectively, due to an increase in the related discount rates, which represents the higher required cost of capital as a result of the macroeconomic environment and projected outlook.
Changes in Carrying Value of Goodwill by Segment |  |  |  |  |  |  |  |
(In millions) | Las Vegas |  | Regional |  | Caesars Digital |  | Managed and Branded |  | CEI Total
Gross Goodwill: |  |  |  |  |  |  |  |  |
Balance as of January 1, 2023 | $ | 6,889 |  |  | $ | 3,093 |  |  | $ | 1,204 |  |  | $ | — |  |  | $ | 11,186 |
Other | — |  |  | — |  |  | — |  |  | — |  |  | — |
Balance as of December 31, 2023 | 6,889 |  |  | 3,093 |  |  | 1,204 |  |  | — |  |  | 11,186 |
Accumulated Impairment: |  |  |  |  |  |  |  |  |
Balance as of January 1, 2023 | — |  |  | (182) |  |  | — |  |  | — |  |  | (182) |
Impairment | — |  |  | (14) |  |  | — |  |  | — |  |  | (14) |
Balance as of December 31, 2023 | — |  |  | (196) |  |  | — |  |  | — |  |  | (196) |
Net carrying value, as of December 31, 2023 | $ | 6,889 |  |  | $ | 2,897 |  |  | $ | 1,204 |  |  | $ | — |  |  | $ | 10,990 |
Gross Goodwill: |  |  |  |  |  |  |  |  |
Balance as of January 1, 2024 | $ | 6,889 |  |  | $ | 3,093 |  |  | $ | 1,204 |  |  | $ | — |  |  | $ | 11,186 |
Other (a) | (207) |  |  | — |  |  | — |  |  | — |  |  | (207) |
Balance as of December 31, 2024 | 6,682 |  |  | 3,093 |  |  | 1,204 |  |  | — |  |  | 10,979 |
Accumulated Impairment: |  |  |  |  |  |  |  |  |
Balance as of January 1, 2024 | — |  |  | (196) |  |  | — |  |  | — |  |  | (196) |
Impairment | — |  |  | (182) |  |  | — |  |  | — |  |  | (182) |
Balance as of December 31, 2024 | — |  |  | (378) |  |  | — |  |  | — |  |  | (378) |
Net carrying value, as of December 31, 2024 (b) | $ | 6,682 |  |  | $ | 2,715 |  |  | $ | 1,204 |  |  | $ | — |  |  | $ | 10,601 |
____________________ (a)Sale of the LINQ Promenade; see Note 3. (b)$1.0 billion of goodwill within the Regional segment and $462 million within the Las Vegas segment is associated with reporting units with zero or negative carrying value.
Changes in Carrying Amount of Intangible Assets Other than Goodwill
| Amortizing |  | Non-Amortizing |  | Total
(In millions) | 2024 |  | 2023 |  | 2024 |  | 2023 |  | 2024 |  | 2023
Balance as of January 1 | $ | 946 |  |  | $ | 1,060 |  |  | $ | 3,577 |  |  | $ | 3,654 |  |  | $ | 4,523 |  |  | $ | 4,714 |
Impairment | — |  |  | — |  |  | (120) |  |  | (81) |  |  | (120) |  |  | (81) |
Amortization expense | (135) |  |  | (144) |  |  | — |  |  | — |  |  | (135) |  |  | (144) |
Acquisition of developed technology | 21 |  |  | — |  |  | — |  |  | — |  |  | 21 |  |  | — |
Acquisition of gaming rights and customer relationships | 26 |  |  | 30 |  |  | — |  |  | 4 |  |  | 26 |  |  | 34 |
Other (a) | (2) |  |  | — |  |  | (180) |  |  | — |  |  | (182) |  |  | — |
Balance as of December 31 | $ | 856 |  |  | $ | 946 |  |  | $ | 3,277 |  |  | $ | 3,577 |  |  | $ | 4,133 |  |  | $ | 4,523 |
____________________ (a)Includes sale of the WSOP trademark, see Note 3.
Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill
| December 31, 2024 |  | December 31, 2023
(Dollars in millions) | Useful Life |  | Gross Carrying Amount |  | Accumulated Amortization |  | Net Carrying Amount |  | Gross Carrying Amount |  | Accumulated Amortization |  | Net Carrying Amount
Amortizing intangible assets |  |  |  |  |  |  |  |  |  |  |  |  |
Customer relationships | 3 - 7 years |  | $ | 593 |  |  | $ | (432) |  |  | $ | 161 |  |  | $ | 587 |  |  | $ | (360) |  |  | $ | 227 |
Gaming rights and other | 10 - 34 years |  | 262 |  |  | (42) |  |  | 220 |  |  | 242 |  |  | (28) |  |  | 214 |
Trademarks | 15 years |  | 313 |  |  | (109) |  |  | 204 |  |  | 313 |  |  | (91) |  |  | 222 |
Reacquired rights | 24 years |  | 250 |  |  | (38) |  |  | 212 |  |  | 250 |  |  | (28) |  |  | 222 |
Technology | 3 - 6 years |  | 129 |  |  | (70) |  |  | 59 |  |  | 110 |  |  | (49) |  |  | 61 |
|  |  | $ | 1,547 |  |  | $ | (691) |  |  | 856 |  |  | $ | 1,502 |  |  | $ | (556) |  |  | 946 |
Non-amortizing intangible assets |  |  |  |  |  |  |  |  |  |  |  |
Trademarks |  |  |  |  |  |  | 1,771 |  |  |  |  |  |  | 1,998 |
Gaming rights |  |  |  |  |  |  | 983 |  |  |  |  |  |  | 1,056 |
Caesars Rewards |  |  |  |  |  |  | 523 |  |  |  |  |  |  | 523 |
|  |  |  |  |  |  | 3,277 |  |  |  |  |  |  | 3,577 |
Total amortizing and non-amortizing intangible assets, net |  | $ | 4,133 |  |  |  |  |  |  | $ | 4,523 |
Amortization expense with respect to intangible assets for the years ended December 31, 2024, 2023 and 2022 totaled $135 million, $144 million and $187 million, respectively, which is included in Depreciation and amortization in the Statements of Operations.
Estimated Five-Year Amortization
| Years Ended December 31,
(In millions) | 2025 |  | 2026 |  | 2027 |  | 2028 |  | 2029
Estimated annual amortization expense | $ | 132 |  |  | $ | 132 |  |  | $ | 86 |  |  | $ | 45 |  |  | $ | 44 |

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