Goodwill and Other Intangible Assets (Notes)

12 Months Ended

Dec. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

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. We determine 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.

We perform our annual goodwill impairment assessment as of October 1. We perform this assessment more frequently if impairment indicators exist. We determine 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. We also evaluate the aggregate fair value of all of our reporting units and other non-operating assets in comparison to our aggregate debt and equity market capitalization at the test date. EBITDA multiples and discounted cash flows are common measures used to value businesses in our industry.

We perform our annual impairment assessment of other non-amortizing intangible assets as of October 1. We perform this assessment more frequently if impairment indicators exist. We determine the estimated fair value of our non-amortizing intangible assets by primarily using the “Relief from Royalty Method” and “Excess Earnings Method” under the income approach.

The annual evaluation of goodwill and other non-amortizing intangible assets requires the use of estimates about future operating results, valuation multiples, and discount rates to determine their estimated fair value. Changes in these assumptions can materially affect these estimates. Thus, to the extent gaming volumes deteriorate in the near future, discount rates increase significantly, or we do not meet our projected performance, we could have impairments to record in the future and such impairments could be material.

Changes in Carrying Value of Goodwill by Segment

(In millions)	CEOC			CERP			CGP			CEC Total
Gross Goodwill
Balance as of January 1, 2015	$	4,294		$	3,894		$	1,266		$	9,454
CEOC Deconsolidation	(4,294		)	—			—			(4,294		)
SMG discontinued operation ⁽¹⁾	—			—			(100		)	(100		)
Balance as of December 31, 2015	—			3,894			1,166			5,060
Accumulated Impairment
Balance as of January 1, 2015	(3,621		)	(2,492		)	(975		)	(7,088		)
CEOC Deconsolidation	3,621			—			—			3,621
SMG discontinued operation ⁽¹⁾	—			—			15			15
Balance as of December 31, 2015	—			(2,492		)	(960		)	(3,452		)
Net Carrying Value, December 31, 2015	$	—		$	1,402		$	206		$	1,608

Gross Goodwill
Balance as of January 1, 2016	$	—		$	3,894		$	1,166		$	5,060
Balance as of December 31, 2016	—			3,894			1,166			5,060
Accumulated Impairment
Balance as of January 1, 2016	—			(2,492		)	(960		)	(3,452		)
Balance as of December 31, 2016	—			(2,492		)	(960		)	(3,452		)
Net Carrying Value, December 31, 2016	$	—		$	1,402		$	206		$	1,608

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⁽¹⁾	Assets and liabilities related to the SMG Business were reclassified to assets held for sale (see Note 17).

Changes in Carrying Value of Intangible Assets Other Than Goodwill

	Amortizing						Non-Amortizing					Total
(In millions)	2016			2015			2016		2015			2016			2015
Balance as of January 1	$	350		$	636		$	148	$	2,514		$	498		$	3,150
Amortization expense	(65		)	(65		)	—		—			(65		)	(65		)
CEOC Deconsolidation	—			(152		)	—		(2,366		)	—			(2,518		)
SMG discontinued operation ⁽¹⁾	—			(69		)	—		—			—			(69		)
Balance as of December 31	$	285		$	350		$	148	$	148		$	433		$	498

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⁽¹⁾	Assets and liabilities related to the SMG Business were reclassified to assets held for sale (see Note 17).

During 2014, as a result of a decline in recent performance and downward adjustments to expectations of future performance in certain of our markets, we recognized impairment charges related to goodwill, trademarks, and gaming rights for certain of our properties.

Intangible Asset Impairment Charges - Continuing Operations

	Years Ended December 31,
(In millions)	2016		2015		2014
Goodwill	$	—	$	—	$	695
Trademarks	—		—		13
Gaming Rights and other	—		—		226
Total impairment charges	$	—	$	—	$	934

Gross Carrying Value and Accumulated Amortization of Intangible Assets Other Than Goodwill

	December 31, 2016								December 31, 2015
(Dollars in millions)	Weighted Average Remaining Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Amortizing intangible assets
Customer relationships	4.5	$	893	$	(630	)	$	263	$	894	$	(568	)	$	326
Contract rights	8.0	3		(1		)	2		3		(1		)	2
Gaming rights and other	7.5	43		(23		)	20		43		(21		)	22
		$	939	$	(654	)	285		$	940	$	(590	)	350
Non-amortizing intangible assets
Trademarks							126							126
Gaming rights							22							22
							148							148
Total intangible assets other than goodwill							$	433						$	498

The aggregate amortization expense for intangible assets that continue to be amortized was $65 million in 2016, $65 million in 2015, and $109 million in 2014.

Estimated Five-Year Amortization

	Years Ended December 31,
(In millions)	2017		2018		2019		2020		2021
Estimated annual amortization expense	$	65	$	55	$	54	$	54	$	48

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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