Lineage, Inc.LINE
Lineage, Inc. Goodwill & Intangibles Disclosure
Goodwill and other intangible assets, net
Goodwill
Changes in the carrying amount of goodwill for each reportable segment for the years ended December 31, 2025 and 2024 are as follows:
| (in millions) | Global Warehousing | Global Integrated Solutions | Total | ||||||||||||||
| Balance as of December 31, 2023 | $ | 2,750 | $ | 644 | $ | 3,394 | |||||||||||
Goodwill acquired (1) | 60 | 4 | 64 | ||||||||||||||
| Measurement period adjustments | (10) | (1) | (11) | ||||||||||||||
| Foreign currency translation | (96) | (13) | (109) | ||||||||||||||
| Balance as of December 31, 2024 | 2,704 | 634 | 3,338 | ||||||||||||||
Goodwill acquired (1) | 11 | — | 11 | ||||||||||||||
Measurement period adjustments (2) | 4 | — | 4 | ||||||||||||||
| Impairment | (20) | (28) | (48) | ||||||||||||||
| Foreign currency translation and other | 139 | 22 | 161 | ||||||||||||||
| Balance as of December 31, 2025 | $ | 2,838 | $ | 628 | $ | 3,466 | |||||||||||
(1) See Note 4, Business combinations, asset acquisitions, and divestitures for details. | |||||||||||||||||
| (2) Primarily related to BCS and ColdPoint Logistics. | |||||||||||||||||
Goodwill is tested for impairment on an annual basis as of October 1 consisting of a qualitative assessment on all reporting units considering factors such as market conditions, valuations of recent business combinations of the Company, and internal forecasts. Interim testing is performed if events or circumstances indicate that it is more‑likely‑than‑not that a reporting unit’s fair value is below its carrying amount.
2025 Impairment Testing (Interim and Annual)
In 2025, the Company identified a triggering event during the third quarter due to the sale of Spain Transportation (see Note 4, Business combinations, asset acquisitions, and divestitures). The Company determined that the impacted reporting unit more likely than not had a fair value below its carrying value. Accordingly, the Company performed an interim quantitative goodwill impairment test for the affected reporting unit within the Global Integrated Solutions segment.
Separately, in connection with the annual goodwill impairment test performed as of October 1, 2025, after considering an increase in the risk free interest rate and overall market decline, the Company determined that a quantitative assessment was required for a reporting unit within the Global Warehousing segment with a low percentage by which the fair value exceeded carrying value based on its last assessment, which made it more susceptible to the impact of these adverse changes, as it more likely than not had a fair value below its carrying value.
For both the interim and annual quantitative assessments, fair value was estimated using an equally weighted income and market approach, specifically, the discounted cash flow method and the guideline public company method. The Company utilized third-party valuation specialists and used industry accepted valuation models in calculating each reporting unit’s fair value estimate. These analyses required significant judgments regarding projected long‑term revenue growth, EBITDA (defined as earnings before interest, taxes, depreciation, and amortization) margins, capital requirements, and discount rates, all of which represent Level 3 unobservable inputs in the fair value hierarchy. Other inputs included market EBITDA multiples, which are based on publicly available data of similar companies. Significant increases or decreases in these projections, which have a net impact on the estimated cash flows, would have resulted in significantly lower or higher fair value measurement.
Based on the results of the quantitative assessments, the Company recorded goodwill impairments of $28 million in the third quarter of 2025 and $20 million in the fourth quarter of 2025, which are presented in Goodwill impairment on the consolidated statements of operations and comprehensive income (loss). The remaining carrying values of goodwill for the reporting unit within the Global Integrated Solutions segment and the reporting unit within the Global Warehousing segment were $130 million and $1,257 million, respectively, as of the dates of their assessments.
2024 Annual Impairment Testing
In connection with the annual goodwill impairment test performed as of October 1, 2024, the Company determined that a further quantitative assessment was required on two reporting units after considering internal forecasts and the customer relationships intangible asset impairments discussed below. Fair value for these reporting units was estimated using the same income and market approaches and Level 3 inputs described above. The quantitative assessments indicated that the fair value of each reporting unit exceeded its carrying amount, and therefore no goodwill impairments were recognized for the year ended December 31, 2024.
Other Intangible Assets
The following are the Company’s total other intangible assets:
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||
| (in millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Useful Life (Years) | ||||||||||||||||||||||||||||||||||
| Customer relationships | $ | 1,512 | $ | (516) | $ | 996 | $ | 1,445 | $ | (418) | $ | 1,027 | 5 - 28 | ||||||||||||||||||||||||||||
| In-place leases | 86 | (23) | 63 | 89 | (21) | 68 | 6 - 31 | ||||||||||||||||||||||||||||||||||
| Technology | 32 | (12) | 20 | 32 | (8) | 24 | 10 | ||||||||||||||||||||||||||||||||||
| Assembled workforce | 9 | (3) | 6 | 1 | (1) | — | 3 - 5 | ||||||||||||||||||||||||||||||||||
| Other | 28 | (23) | 5 | 26 | (18) | 8 | 1 - 17 | ||||||||||||||||||||||||||||||||||
| Other intangible assets | $ | 1,667 | $ | (577) | $ | 1,090 | $ | 1,593 | $ | (466) | $ | 1,127 | |||||||||||||||||||||||||||||
During the years ended December 31, 2025 and 2024, the Company derecognized fully-amortized intangible assets and the associated accumulated amortization totaling $23 million and $25 million, respectively.
During the years ended December 31, 2025, 2024, and 2023, the Company recorded $115 million, $116 million, and $115 million, respectively, of amortization of intangible assets within Amortization expense in the consolidated statements of operations and comprehensive income (loss).
Immaterial impairment losses were recorded on other intangible assets during the year ended December 31, 2025.
During the fourth quarter of 2024, the Company reviewed its intangible assets for qualitative indicators of impairment, noting two customer relationships assets in the Global Integrated Solutions segment which had higher customer attrition than previously expected, resulting in lower cash flow projections. After performing an undiscounted cash flow analysis, these assets were determined to be impaired. Fair values were then estimated using an income approach, specifically the discounted cash flow analysis, resulting in an of $63 million.
During the fourth quarter of 2023, the Company recorded an of $7 million on its other intangible assets based on a change in the Company’s plans to use the asset.
Impairment losses for intangible assets are included in Restructuring, impairment, and (gain) loss on disposals in the consolidated statements of operations and comprehensive income (loss).
Customer relationships and assembled workforce acquired during the year ended December 31, 2025 have a weighted-average amortization period of 10 years and 3 years, respectively.
Estimated future amortization to be incurred from other intangible assets for each of the next five years and thereafter is as follows (in millions):
| Year ending December 31: | |||||
| 2026 | $ | 115 | |||
| 2027 | 112 | ||||
| 2028 | 110 | ||||
| 2029 | 94 | ||||
| 2030 | 87 | ||||
| 2031 and thereafter | 572 | ||||
| Total | $ | 1,090 | |||
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.