Lineage Inc
For the period ended Dec 31, 2024. Filed Feb 26, 2025.
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FY2024 · Filed Feb 26, 2025
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Goodwill and other intangible assets, net
(6)Goodwill and other intangible assets, net
Changes in the carrying amount of goodwill for each reportable segment for the years ended December 31, 2024 and 2023 are as follows:
| (in millions) | Global Warehousing | Global Integrated Solutions | Total |
|---|---|---|---|
| Balance, December 31, 2022 | $2,678 | $627 | $3,305 |
| Goodwill acquired1 | 34 | 17 | 51 |
| Less: Divestiture1 | — | (6) | (6) |
| Foreign currency translation | 38 | 6 | 44 |
| Balance, December 31, 2023 | 2,750 | 644 | 3,394 |
| Goodwill acquired1 | 60 | 4 | 64 |
| Measurement period adjustments for current year acquisitions | (10) | (1) | (11) |
| Foreign currency translation | (96) | (13) | (109) |
| Balance, December 31, 2024 | $2,704 | $634 | $3,338 |
(1)See Note 4, Business combinations, asset acquisitions, and divestitures for details.
In the first quarter of 2023, the Company identified a change in its reporting structure, which resulted in a change in its reporting units. The Company reassigned carrying values of goodwill to the new reporting units using the relative fair value allocation approach as of March 31, 2023. The Company tested goodwill for impairment before and after the change, notingno impairment identified. The reporting units’ fair values were estimated using a combination of the income approach and the market approach. The goodwill allocation and the tests for impairment of goodwill required the Company to make several estimates, including projected future cash flows, capital requirements, and discount rates, to determine the fair value of the goodwill reporting units. The quantitative analysis showed that the fair value of each reporting unit exceeded its respective carrying value as of March 31, 2023.
The Company performed its annual goodwill impairment test in the fourth quarter of 2024 and 2023, consisting of a qualitative assessment, which considered factors such as market conditions, valuations of recent business combinations of the Company, and internal forecasts. For 2023, no qualitative factors indicated that it was not more likely than not that the fair values of its reporting units were less than their respective carrying values. For 2024, after considering internal forecasts and the customer relationships intangible asset impairments discussed below, the Company performed a further quantitative assessment fortwo of its reporting units. Thesetwo reporting units’ fair values were estimated using a combination of equally weighted income approach and market approach, which required the Company to make several estimates, including projected future revenue growth, projected future EBITDA margin, capital requirements, and discount rates. The quantitative assessments indicated that it was more likely than not the fair value of each reporting unit exceeded its carrying value. As such, no goodwill impairment has been recorded as of December 31, 2024 and 2023.
The following are the Company’s total other intangible assets as of:
| December 31, 2024 · December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|
| (in millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Useful Life (Years) |
| Customer relationships | $1,445 | $(418) | $1,027 | $1,507 | $(343) | $1,164 | 5 - 28 |
| In-place leases | 89 | (21) | 68 | 98 | (21) | 77 | 2 - 31 |
| Technology | 32 | (8) | 24 | 32 | (5) | 27 | 10 |
| Trade names | 9 | (7) | 2 | 24 | (21) | 3 | 1 - 15 |
| Other | 18 | (12) | 6 | 20 | (11) | 9 | 4 - 17 |
| Other intangible assets | $1,593 | $(466) | $1,127 | $1,681 | $(401) | $1,280 | |
During the years ended December 31, 2024 and 2023, the Company derecognized fully-amortized intangible assets and the associated accumulated amortization totaling $25 millionand$13 million, respectively.
During the years ended December 31, 2024, 2023, and 2022, the Company recorded $116 million, $115 million, and $109 million, respectively, of amortization of intangible assets within Amortization expense in the consolidated statements of operations and comprehensive income (loss).
During the fourth quarter of 2024, the Company reviewed its intangible assets for qualitative indicators of impairment, notingtwo 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 impairment loss of $63 million.
During the fourth quarter of 2023, the Company recorded an impairment loss of$7 million on its indefinite-lived trade name, as the Company no longer planned to utilize this trade name indefinitely. The trade name has been reclassified to definite-lived as of December 31, 2023. To perform the quantitative impairment test, the Company estimated the fair value of the asset using the income approach based on discounted future cash flows.
Impairment losses areincluded in Restructuring, impairment, and (gain) loss on disposals in the consolidated statements of operations and comprehensive income (loss).
Customer relationships intangible assets acquired during the year ended December 31, 2024 have an estimated weighted-average amortization period of 11 years.
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: | |
|---|---|
| 2025 | $109 |
| 2026 | 106 |
| 2027 | 104 |
| 2028 | 103 |
| 2029 | 89 |
| 2030 and thereafter | 616 |
| Total | $1,127 |
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