Caesars Entertainment, Inc.CZR
Caesars Entertainment, Inc. Goodwill & Intangibles Disclosure
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 other 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. For our annual impairment testing, the Company elected a qualitative approach (“step zero”) for certain of our indefinite-lived assets, where it was determined that it is more likely than not that the fair value of the asset is in excess of its carrying value. To perform the step zero analysis the Company considers general economic conditions, recent and projected financial performance, market competition and changes in the carrying amount of our reporting units for goodwill. We also consider the period of time between the last qualitative assessment performed as well as the passing margin in which fair value exceeded the carrying value. If the qualitative assessment indicates that it is more likely than not that the carrying amount of the reporting unit or indefinite-lived intangible asset exceeds its fair value, the Company does not proceed to a quantitative assessment. For those assets where a quantitative assessment is performed, the Company utilized a combined income approach, using a discounted cash flow method, and a guideline public company method to estimate the 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, as applicable. 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 finalizing our future operating and capital plans, the Company reflected a decrease in future cash flows associated with certain properties in our Regional segment, primarily due to localized competition within certain markets. During the year ended December 31, 2025, the Company identified three reporting units in the Regional segment with estimated fair values associated with trademarks and goodwill below their respective carrying values. This resulted in a trademark impairment of $22 million and of $160 million. During the year ended December 31, 2024, 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. This resulted in trademark impairments of $15 million, gaming rights impairments of $73 million and of $182 million. Trademark impairment totaling $32 million was also recognized in the year ended December 31, 2024, due to the performance of our smallest brand in the Las Vegas segment. During the year ended December 31, 2023, the Company identified two reporting units in the Regional segment with estimated fair values associated with gaming rights and goodwill below their respective carrying values. This resulted in gaming right impairments of $81 million and of $14 million.
| 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, 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 | $ | 6,682 | $ | 2,715 | $ | 1,204 | $ | — | $ | 10,601 | |||||||||||||||||||
| Gross Goodwill: | |||||||||||||||||||||||||||||
Balance as of January 1, 2025 | $ | 6,682 | $ | 3,093 | $ | 1,204 | $ | — | $ | 10,979 | |||||||||||||||||||
Other | — | — | — | — | — | ||||||||||||||||||||||||
Balance as of December 31, 2025 | 6,682 | 3,093 | 1,204 | — | 10,979 | ||||||||||||||||||||||||
| Accumulated Impairment: | |||||||||||||||||||||||||||||
Balance as of January 1, 2025 | — | (378) | — | — | (378) | ||||||||||||||||||||||||
| Impairment | — | (160) | — | — | (160) | ||||||||||||||||||||||||
Balance as of December 31, 2025 | — | (538) | — | — | (538) | ||||||||||||||||||||||||
Net carrying value, as of December 31, 2025 (b) | $ | 6,682 | $ | 2,555 | $ | 1,204 | $ | — | $ | 10,441 | |||||||||||||||||||
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(b)$914 million 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) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Balance as of January 1 | $ | 856 | $ | 946 | $ | 3,277 | $ | 3,577 | $ | 4,133 | $ | 4,523 | |||||||||||||||||||||||
| — | — | (22) | (120) | (22) | (120) | ||||||||||||||||||||||||||||||
| Amortization expense | (133) | (135) | — | — | (133) | (135) | |||||||||||||||||||||||||||||
Acquisition of developed technology | 5 | 21 | — | — | 5 | 21 | |||||||||||||||||||||||||||||
Acquisition of gaming rights and customer relationships | 2 | 26 | — | — | 2 | 26 | |||||||||||||||||||||||||||||
Other (a) | — | (2) | — | (180) | — | (182) | |||||||||||||||||||||||||||||
| Balance as of December 31 | $ | 730 | $ | 856 | $ | 3,255 | $ | 3,277 | $ | 3,985 | $ | 4,133 | |||||||||||||||||||||||
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Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill | |||||||||||||||||||||||||||||||||||||||||
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||
| (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 | 1 - 7 years | $ | 595 | $ | (495) | $ | 100 | $ | 593 | $ | (432) | $ | 161 | ||||||||||||||||||||||||||||
| Gaming rights and other | 10 - 34 years | 262 | (57) | 205 | 262 | (42) | 220 | ||||||||||||||||||||||||||||||||||
| Trademarks | 15 years | 313 | (127) | 186 | 313 | (109) | 204 | ||||||||||||||||||||||||||||||||||
| Reacquired rights | 24 years | 250 | (49) | 201 | 250 | (38) | 212 | ||||||||||||||||||||||||||||||||||
| Technology | 3 - 6 years | 134 | (96) | 38 | 129 | (70) | 59 | ||||||||||||||||||||||||||||||||||
| $ | 1,554 | $ | (824) | 730 | $ | 1,547 | $ | (691) | 856 | ||||||||||||||||||||||||||||||||
Non-amortizing intangible assets other than goodwill | |||||||||||||||||||||||||||||||||||||||||
| Trademarks | 1,749 | 1,771 | |||||||||||||||||||||||||||||||||||||||
| Gaming rights | 983 | 983 | |||||||||||||||||||||||||||||||||||||||
| Caesars Rewards | 523 | 523 | |||||||||||||||||||||||||||||||||||||||
| 3,255 | 3,277 | ||||||||||||||||||||||||||||||||||||||||
Total amortizing and non-amortizing intangible assets other than goodwill, net | $ | 3,985 | $ | 4,133 | |||||||||||||||||||||||||||||||||||||
Amortization expense with respect to intangible assets for the years ended December 31, 2025, 2024 and 2023 totaled $133 million, $135 million and $144 million, respectively, which is included in Depreciation and amortization in the Statements of Operations.
| Estimated Five-Year Amortization | |||||||||||||||||||||||||||||
| Years Ended December 31, | |||||||||||||||||||||||||||||
| (In millions) | 2026 | 2027 | 2028 | 2029 | 2030 | ||||||||||||||||||||||||
| Estimated annual amortization expense | $ | 135 | $ | 88 | $ | 46 | $ | 44 | $ | 44 | |||||||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 17, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 20, 2024 | |
| 2022 | Feb 22, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Feb 28, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Feb 27, 2018 | |
| 2016 | Mar 13, 2017 | |
| 2015 | Mar 15, 2016 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.