Lineage, Inc. 10-Q

Item 1. Financial Statements LINEAGE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in millions, except par values) September 30, December 31, 2024 2023 (unaudited) Assets Current assets: Cash and cash equivalents $ 409 $ 68 Restricted cash 3 3 Accounts receivable, net 901 913 Inventories 175 171 Prepaid expenses and other current assets 111 101 Total current assets 1,599 1,256 Non-current assets: Property, plant, and equipment, net 10,665 10,571 Finance lease right-of-use assets, net 1,305 1,243 Operating lease right-of-use assets, net 659 724 Equity method investments 120 113 Goodwill 3,444 3,394 Other intangible assets, net 1,221 1,280 Other assets 243 290 Total assets $ 19,256 $ 18,871 Liabilities, Redeemable Noncontrolling Interests, and Equity Current liabilities: Accounts payable and accrued liabilities $ 1,276 $ 1,137 Accrued dividends and distributions 97 110 Deferred revenue 83 94 Current portion of long-term debt, net 39 24 Total current liabilities 1,495 1,365 Non-current liabilities: Long-term finance lease obligations 1,296 1,305 Long-term operating lease obligations 632 692 Deferred income tax liability 322 370 Long-term debt, net 4,955 8,958 Other long-term liabilities 434 159 Total liabilities 9,134 12,849 Commitments and contingencies (Note 17) Redeemable noncontrolling interests 39 349 Stockholders’ equity: Common stock, $ 0.01 par value per share – 500 authorized shares; 228 issued and outstanding at September 30, 2024 and 162 issued and outstanding at December 31, 2023 2 2 Additional paid-in capital - common stock 10,744 5,961 Series A preferred stock, $ 0.01 par value per share – 100 authorized shares; no issued and outstanding shares at September 30, 2024 and less than 1 issued and outstanding shares, with an aggregate liquidation preference of $ 1 at December 31, 2023 — 1 Retained earnings (accumulated deficit) ( 1,662 ) ( 879 ) Accumulated other comprehensive income (loss) ( 58 ) ( 34 ) Total stockholders’ equity 9,026 5,051 Noncontrolling interests 1,057 622 Total equity 10,083 5,673 Total liabilities, redeemable noncontrolling interests, and equity $ 19,256 $ 18,871 See accompanying notes to condensed consolidated financial statements. 4 LINEAGE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in millions, except per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (unaudited) Net revenues $ 1,335 $ 1,329 $ 4,001 $ 4,008 Cost of operations 897 899 2,672 2,694 General and administrative expense 143 122 394 361 Depreciation expense 156 137 478 402 Amortization expense 54 51 162 155 Acquisition, transaction, and other expense 592 19 612 45 Restructuring, impairment, and (gain) loss on disposals 8 4 23 11 Total operating expense 1,850 1,232 4,341 3,668 Income from operations ( 515 ) 97 ( 340 ) 340 Other income (expense): Equity income (loss), net of tax — ( 2 ) ( 3 ) ( 2 ) Gain (loss) on foreign currency transactions, net 14 ( 5 ) 5 ( 9 ) Interest expense, net ( 82 ) ( 126 ) ( 369 ) ( 357 ) Gain (loss) on extinguishment of debt ( 6 ) — ( 13 ) — Other nonoperating income (expense), net 1 ( 19 ) 1 ( 19 ) Total other income (expense), net ( 73 ) ( 152 ) ( 379 ) ( 387 ) Net income (loss) before income taxes ( 588 ) ( 55 ) ( 719 ) ( 47 ) Income tax expense (benefit) ( 45 ) ( 5 ) ( 48 ) ( 8 ) Net income (loss) ( 543 ) ( 50 ) ( 671 ) ( 39 ) Less: Net income (loss) attributable to noncontrolling interests ( 58 ) ( 11 ) ( 78 ) ( 13 ) Net income (loss) attributable to Lineage, Inc. $ ( 485 ) $ ( 39 ) $ ( 593 ) $ ( 26 ) Other comprehensive income (loss), net of tax: Unrealized gain (loss) on foreign currency hedges and interest rate hedges ( 46 ) ( 10 ) ( 56 ) ( 29 ) Foreign currency translation adjustments 115 ( 78 ) 29 ( 29 ) Comprehensive income (loss) ( 474 ) ( 138 ) ( 698 ) ( 97 ) Less: Comprehensive income (loss) attributable to noncontrolling interests ( 50 ) ( 21 ) ( 81 ) ( 20 ) Comprehensive income (loss) attributable to Lineage, Inc. $ ( 424 ) $ ( 117 ) $ ( 617 ) $ ( 77 ) Basic earnings (loss) per share $ ( 2.44 ) $ ( 0.26 ) $ ( 3.54 ) $ ( 0.30 ) Diluted earnings (loss) per share $ ( 2.44 ) $ ( 0.26 ) $ ( 3.54 ) $ ( 0.30 ) Weighted average common shares outstanding: Basic 210 162 178 162 Diluted 210 162 178 162 See accompanying notes to condensed consolidated financial statements. 5 LINEAGE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY (Unaudited) Common Stock (in millions) Redeemable noncontrolling interests Number of shares Amount at par value Additional paid-in capital Series A preferred stock Retained earnings (accumulated deficit) Accumulated other comprehensive income (loss) Noncontrolling interests Total equity Balance as of December 31, 2023 $ 349 162 $ 2 $ 5,961 $ 1 $ ( 879 ) $ ( 34 ) $ 622 $ 5,673 Distributions ( 1 ) — — — — — — ( 12 ) ( 12 ) Stock-based compensation — — — 3 — — — 2 5 Other comprehensive income (loss) — — — — — — ( 63 ) ( 8 ) ( 71 ) Redemption of redeemable noncontrolling interests ( 6 ) — — — — — — — — Redemption of common stock — — — ( 25 ) — — — — ( 25 ) Expiration of redemption option ( 92 ) — — 65 — — — 27 92 Accretion of redeemable noncontrolling interests 6 — — ( 6 ) — — — — ( 6 ) Net income (loss) — — — — — ( 40 ) — ( 8 ) ( 48 ) Reallocation of noncontrolling interests — — — ( 7 ) — — — 7 — Balance as of March 31, 2024 256 162 2 5,991 1 ( 919 ) ( 97 ) 630 5,608 Common stock issuances, net of equity raise costs — — — 1 — — — — 1 Distributions — — — — — — — ( 12 ) ( 12 ) Stock-based compensation — — — 4 — — — 2 6 Other comprehensive income (loss) — — — — — — ( 22 ) ( 3 ) ( 25 ) Redeemable noncontrolling interest adjustment 4 — — ( 4 ) — — — — ( 4 ) Accretion of redeemable noncontrolling interests 2 — — ( 2 ) — — — — ( 2 ) Net income (loss) — — — — — ( 68 ) — ( 12 ) ( 80 ) Reallocation of noncontrolling interests — — — ( 9 ) — — — 9 — Balance as of June 30, 2024 262 162 2 5,981 1 ( 987 ) ( 119 ) 614 5,492 Common stock issuances, net of equity raise costs — 65 — 4,873 — — — — 4,873 Assumption of the Put Option liability — — — — — ( 103 ) — — ( 103 ) Dividends ($ 0.38 per common share) and other distributions ($ 0.38 per OP Unit and OPEU) — — — — — ( 87 ) — ( 13 ) ( 100 ) Stock-based compensation — 2 — 147 — — — 13 160 Withholding of common stock for employee taxes — ( 1 ) — ( 46 ) — — — — ( 46 ) Other comprehensive income (loss) — — — — — — 61 8 69 Conversion of Management Profits Interests Class C units — — — ( 61 ) — — — 61 — Redemption of preferred shares and OPEUs — — — ( 46 ) ( 1 ) — — ( 29 ) ( 76 ) Reimbursement of Advance Distributions — — — — — — — 198 198 Reclassification of the Preference Shares ( 229 ) — — ( 22 ) — — — — ( 22 ) Issuance of OPEUs and settlement of Class D Units — — — 114 — — — 73 187 Redeemable noncontrolling interest adjustment 4 — — ( 4 ) — — — — ( 4 ) Accretion of redeemable noncontrolling interests 3 — — ( 3 ) — — — — ( 3 ) Net income (loss) ( 1 ) — — — — ( 485 ) — ( 57 ) ( 542 ) Reallocation of noncontrolling interests — — — ( 189 ) — — — 189 — Balance as of September 30, 2024 $ 39 228 $ 2 $ 10,744 $ — $ ( 1,662 ) $ ( 58 ) $ 1,057 $ 10,083 See accompanying notes to condensed consolidated financial statements. 6 LINEAGE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY (Unaudited) Common Stock (in millions) Redeemable noncontrolling interests Number of shares Amount at par value Additional paid-in capital Series A preferred stock Retained earnings (accumulated deficit) Accumulated other comprehensive income (loss) Noncontrolling interests Total equity Balance as of December 31, 2022 $ 298 160 $ 2 $ 5,915 $ 1 $ ( 713 ) $ ( 37 ) $ 641 $ 5,809 Common stock issuances, net of equity raise costs 2 — 140 — — — — 140 Contributions from noncontrolling interests 3 — — — 2 5 Distributions — — — — — — — ( 12 ) ( 12 ) Stock-based compensation — — 3 — — — 2 5 Other comprehensive income (loss) — — — — — — ( 8 ) ( 1 ) ( 9 ) Redemption of common stock — — — ( 3 ) — — — — ( 3 ) Redemption of units issued as stock compensation — — — ( 9 ) — — — ( 1 ) ( 10 ) Redeemable noncontrolling interest adjustment 4 — — ( 4 ) — — — — ( 4 ) Accretion of redeemable noncontrolling interests 9 — — ( 9 ) — — — — ( 9 ) Net income (loss) — — — — — 18 — 1 19 Reallocation of noncontrolling interests — — — ( 21 ) — — 2 19 — Balance as of March 31, 2023 311 162 2 6,015 1 ( 695 ) ( 43 ) 651 5,931 Common stock issuances, net of equity raise costs — — — 2 — — — — 2 Distributions — — — — — — — ( 12 ) ( 12 ) Stock-based compensation — — — 4 — — — 2 6 Other comprehensive income (loss) — — — — — — 35 4 39 Accretion of redeemable noncontrolling interests 9 — — ( 9 ) — — — — ( 9 ) Net income (loss) — — — — — ( 5 ) — ( 3 ) ( 8 ) Reallocation of noncontrolling interests — — — ( 11 ) — — — 11 — Balance as of June 30, 2023 320 162 2 6,001 1 ( 700 ) ( 8 ) 653 5,949 Distributions — — — — — — — ( 11 ) ( 11 ) Stock-based compensation — — — 4 — — — 4 8 Other comprehensive income (loss) ( 1 ) — — — — — ( 78 ) ( 9 ) ( 87 ) Noncontrolling interests acquired in business combinations 7 — — — — — — — — Sale of noncontrolling interests — — — — — — — ( 4 ) ( 4 ) Redemption of units issued as stock compensation — — — ( 3 ) — — — — ( 3 ) Redeemable noncontrolling interest adjustment ( 6 ) — — 6 — — — — 6 Accretion of redeemable noncontrolling interests 9 — — ( 9 ) — — — — ( 9 ) Net income (loss) — — — — — ( 39 ) — ( 11 ) ( 50 ) Reallocation of noncontrolling interests — — — ( 10 ) — — ( 1 ) 11 — Balance as of September 30, 2023 $ 329 162 $ 2 $ 5,989 $ 1 $ ( 739 ) $ ( 87 ) $ 633 $ 5,799 See accompanying notes to condensed consolidated financial statements 7 LINEAGE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Nine Months Ended September 30, 2024 2023 (unaudited) Cash flows from operating activities: Net income (loss) $ ( 671 ) $ ( 39 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Provision for credit losses 3 4 Impairment of long-lived and intangible assets 33 2 Gain on insurance recovery (see Note 17, Commitments and contingencies ) ( 29 ) — Loss on sale of a subsidiary (see Note 4, Business combinations, asset acquisitions, and divestitures ) — 21 Depreciation and amortization 640 557 (Gain) loss on extinguishment of debt, net 13 — Amortization of deferred financing costs and above/below market debt 16 16 Stock-based compensation 171 19 (Gain) loss on foreign currency transactions, net ( 5 ) 9 Deferred income tax ( 71 ) ( 48 ) Vesting of Class D interests (see Note 2, Capital structure and noncontrolling interests ) 185 — One-time Internalization expense to Bay Grove (see Note 2, Capital structure and noncontrolling interests ) 200 — Other operating activities 15 3 Changes in operating assets and liabilities (excluding effects of acquisitions): Accounts receivable 17 36 Prepaid expenses, other assets, and other long-term liabilities ( 26 ) ( 33 ) Inventories ( 4 ) 6 Accounts payable and accrued liabilities and deferred revenue ( 51 ) 3 Right-of-use assets and lease obligations 10 9 Net cash provided by operating activities 446 565 Cash flows from investing activities: Acquisitions, net of cash acquired ( 113 ) ( 24 ) Deposits on pending acquisitions 3 1 Purchase of property, plant, and equipment ( 486 ) ( 605 ) Proceeds from sale of assets 6 13 Proceeds from insurance recovery on impaired long-lived assets 50 — Other investing activity 4 ( 30 ) Net cash used in investing activities ( 536 ) ( 645 ) Cash flows from financing activities: Capital contributions, net of equity raise costs — 142 Issuance of common stock in IPO, net of equity raise costs 4,879 — Distributions to stockholders ( 89 ) — Distributions to noncontrolling interests ( 49 ) ( 35 ) Redemption of redeemable noncontrolling interests ( 6 ) — Repurchase of common shares for employee income taxes on stock-based compensation ( 46 ) — Financing fees ( 45 ) — Proceeds from long-term debt 2,481 — Repayments of long-term debt and finance leases ( 7,087 ) ( 72 ) Payment of deferred and contingent consideration liabilities ( 46 ) ( 33 ) Borrowings on revolving line of credit 3,804 825 Repayments on revolving line of credit ( 3,264 ) ( 813 ) Redemption of units issued as stock compensation ( 2 ) ( 13 ) Redemption of common stock ( 25 ) ( 3 ) Redemption of OPEUs ( 75 ) — Other financing activity ( 2 ) ( 8 ) Net cash provided by (used in) financing activities 428 ( 10 ) Impact of foreign exchange rates on cash, cash equivalents, and restricted cash 3 — Net increase (decrease) in cash, cash equivalents, and restricted cash 341 ( 90 ) Cash, cash equivalents, and restricted cash at the beginning of the period 71 202 Cash, cash equivalents, and restricted cash at the end of the period $ 412 $ 112 8 LINEAGE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Nine Months Ended September 30, 2024 2023 (unaudited) Supplemental disclosures of cash flow information: Cash paid for taxes $ 30 $ 32 Cash paid for interest $ 454 $ 446 Noncash activities: Purchases of property, plant, and equipment in Accounts payable and accrued liabilities $ 110 $ 52 Assumption of put option liability $ 103 $ — Accrued distributions to noncontrolling interests $ 10 $ 11 Accrued declared common share dividends $ 87 $ — Debt assumed on acquisitions $ 14 $ 3 Net deferred and contingent consideration on acquisitions $ 12 $ 9 Non-cash common stock issuances $ 1 $ — Noncash capital contribution from noncontrolling interests $ — $ ( 2 ) Equity raise costs $ 6 $ — See accompanying notes to condensed consolidated financial statements. 9 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited Table of Contents for Notes to Condensed Consolidated Financial Statements Note Page Note 1 Significant accounting policies and practices 11 Note 2 Capital structure and noncontrolling interests 13 Note 3 Revenue 26 Note 4 Business combinations, asset acquisitions, and divestitures 27 Note 5 Property, plant, and equipment 29 Note 6 Goodwill and other intangible assets, net 29 Note 7 Prepaid expenses and other current assets 30 Note 8 Income taxes 30 Note 9 Debt 31 Note 10 Derivative instruments and hedging activities 34 Note 11 Interest expense 37 Note 12 Fair value measurements 37 Note 13 Leases 39 Note 14 Other long-term liabilities 41 Note 15 Stock-based compensation 41 Note 16 Related-party balances 47 Note 17 Commitments and contingencies 48 Note 18 Accumulated other comprehensive income (loss) 50 Note 19 Earnings (loss) per share 51 Note 20 Segment information 53 Note 21 Subsequent events 54 10 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited (1) Significant accounting policies and practices (a) Nature of operations Lineage, Inc. together with its subsidiaries (individually or collectively as the context requires, the “Company”) is a global temperature-controlled warehouse real estate investment trust (“REIT”) with a modern and strategically located network of temperature-controlled warehouses. The Company offers a broad range of essential warehousing services and integrated solutions for a variety of customers with complex requirements in the food supply chain. The Company's primary business is temperature-controlled warehousing, and the Company owns and operates the majority of its facilities. The Company provides customers with storage space, as well as handling and other warehousing services. The Company may rent to a customer an entire warehouse, a set amount of reserved space in a warehouse for a set term, or non-exclusive space in a warehouse pursuant to a storage agreement. In addition, the Company operates several critical and value-add temperature-controlled business lines within its integrated solutions business, including, among others, transportation and refrigerated rail car leasing. Lineage Logistics Holdings, LLC (“LLH”) is the Company’s principal operating subsidiary. Bay Grove Management Company, LLC (“Bay Grove Management”), an affiliate of Bay Grove Capital, LLC (“Bay Grove Capital”), provides LLH operating support pursuant to a transition services agreement. On July 26, 2024, the Company closed its initial public offering (the “IPO”) of 56,882,051 shares of its common stock at a price of $ 78.00 per share, with a subsequent exercise in full by the underwriters of their option to purchase from the Company an additional 8,532,307 shares of common stock that closed on July 31, 2024. The net proceeds to us from the IPO were $ 4,873 million. Refer to Note 2, Capital structure and noncontrolling interests for a further description of the related impacts. (b) Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with the accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commissions (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements include all adjustments, which consist of normal, recurring adjustments and transactions or events discretely impacting the interim periods, considered necessary for a fair statement of the financial position, results of operations, and cash flows of the Company. Certain prior period amounts have been reclassified to conform to current period presentation. The accompanying condensed consolidated financial statements include the accounts of Lineage, Inc. consolidated with the accounts of all subsidiaries and affiliates in which the Company holds a controlling financial interest as of the financial statement date. The operating results for the interim periods ended September 30, 2024 and 2023 are not necessarily indicative of results for the full year and should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s prospectus dated July 24, 2024, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on July 26, 2024 (the “Prospectus”) in connection with the Company’s IPO. The Company consolidates a voting interest entity (“VOE”) in which it has a controlling financial interest and a variable interest entity (“VIE”) if it possesses both the power to direct the activities of the VIE that most significantly affect its economic performance, and (a) is obligated to absorb the losses that could be significant to the VIE or (b) holds the right to receive benefits from the VIE that could be significant to the VIE. As of September 30, 2024, the Company did not have any VIEs. 11 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited (c) Use of estimates in preparation of financial statements The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the financial statement date and the reported amounts of revenues and expenses during the period. The Company bases its estimates on various factors and information which may include, but are not limited to, history and prior experience, expected future results, new related events, and economic conditions, which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from the estimates used in preparing the Company’s condensed consolidated financial statements. (d) Recently adopted accounting pronouncements In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this ASU clarify that a contractual restriction on sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The ASU also requires additional disclosures surrounding equity securities subject to contractual sale restrictions. The Company adopted this ASU on January 1, 2024. The adoption of the new standard did not have a material impact on the condensed consolidated financial statements. (e) Recently issued accounting pronouncements not yet adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The amendments in this ASU require that an entity disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, disclose an amount for other segment items by reportable segment and a description of the amount’s composition, and provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Accounting Standards Codification (“ASC”) 280, Segment Reporting , in interim periods. The amendments also require that an entity disclose the title and position of the CODM with an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and making resource allocation decisions. This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The Company expects the adoption of this ASU will result in additional disclosures but will not impact its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This ASU amends existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation. This ASU is effective for fiscal years beginning after December 15, 2024. The Company is still evaluating the impact this guidance will have on its consolidated financial statements. In March 2024, the SEC adopted new rules that will require registrants to provide certain climate-related information in their registration statements and annual reports. The rules require information about a registrant's climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition. The required information about climate-related risks will also include disclosure of a registrant's greenhouse gas emissions. Additionally, the rules will require registrants to present certain climate-related financial metrics in their audited financial statements. Some portions of the new rules will be effective for annual reporting periods beginning in calendar year 2025 and some in 2026. In April 2024, the SEC voluntarily stayed the implementation of these rules, pending resolution of judicial review. The Company is currently evaluating the impact of the rule changes on its consolidated financial statements. 12 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited In March 2024, the FASB issued ASU 2024-01, Compensation — Stock Compensation (Topic 718): Scope Application of Profits Interests and Similar Awards . This ASU clarifies the application of ASC 718, Compensation — Stock Compensation , to profits interests and similar instruments by providing illustrative examples of the proper accounting for such awards. The ASU does not contain changes to the application of the previously existing accounting guidance. This ASU is effective for fiscal years beginning after December 15, 2024. The Company does not expect this ASU to have an effect on the Company’s consolidated financial statements because the Company’s accounting for profits interests and similar instruments conforms to the clarified guidance. (f) Accounts receivable and Notes receivable Accounts receivable are recorded at the invoiced amount and are stated net of estimated allowances for uncollectible balances. Notes receivable primarily consist of amounts that are due and payable related to a variety of unique Company transactions. The current portion of notes receivable is recorded in Accounts receivable, net and the non-current portion is recorded in Other assets in the condensed consolidated balance sheets. The current portion of notes receivable was $ 7 million and $ 6 million as of September 30, 2024 and December 31, 2023, respectively. There were no non-current notes receivable as of September 30, 2024, and the non-current portion of notes receivable was $ 20 million as of December 31, 2023. Allowances for uncollectible balances are reserved based on expected credit losses. Management exercises judgement in establishing these allowances and considers the balance outstanding and payment history. The Company writes off receivables against the allowances after all reasonable collection efforts are exhausted. The Company’s allowance for accounts receivable was $ 8 million and $ 7 million as of September 30, 2024 and December 31, 2023, respectively. (g) Investments in partially owned entities The Company accounts for its investments in partially owned entities where the Company does not have a controlling interest but has significant influence using the equity method of accounting, under which the net income of the entity is recognized in income and presented in Equity method investments in the condensed consolidated balance sheets. Allocations of profits and losses are made per the terms of the organizational documents. The Company’s ownership percentages in such entities range from 8.9 % to 50.0 %. The Company has committed to invest up to a total of $ 108 million in its equity method investment Emergent Cold LatAm Holdings, LLC (“LatAm”). The Company has invested a total of $ 83 million to date. The Company made no investments during the three months ended September 30, 2024, and invested $ 13 million during the nine months ended September 30, 2024 and $ 8 million and $ 29 million during the three and nine months ended September 30, 2023, respectively. The Company has an option to purchase the remaining equity interests in LatAm during a period beginning on the third anniversary and expiring on the sixth anniversary of its initial investment date, which was July 2021. The Company has interests in partially owned entities where the Company does not have a controlling interest or significant influence. These investments do not have readily determinable fair values, and the Company has elected the measurement alternative to measure these investments at cost less impairment, adjusted by observable price changes, with any fair value changes recognized in earnings. Refer to Note 12, Fair value measurements for additional information. As of September 30, 2024 and December 31, 2023, the carrying amount of these investments was $ 31 million and $ 30 million, respectively, and is presented in Other assets in the condensed consolidated balance sheets. (2) Capital structure and noncontrolling interests Lineage, Inc. was organized in 2017 under Maryland law by an affiliate of Bay Grove Capital and operates as a REIT for United States (U.S.) federal income tax purposes. On July 26, 2024, the Company closed its IPO of 56,882,051 shares of its common stock at a price of $ 78.00 per share, with a subsequent exercise in full by the underwriters of their option to purchase from the Company an additional 8,532,307 shares of common stock that closed on July 31, 2024. The net proceeds to the Company from the IPO, after deducting underwriting discounts and commissions and offering expenses paid or payable by the Company, were $ 4,873 million. In connection with the IPO, the Company effectuated certain changes in its capital structure to facilitate the 13 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited offering. The impacts of these transactions (the “Formation Transactions”) on the Company’s capital structure are described below. As of September 30, 2024, the majority of the outstanding common shares of the Company were held by BG Lineage Holdings, LLC, a Delaware limited liability company (“BGLH”). The Company is the general partner of Lineage OP, LP, formerly known as Lineage OP, LLC (“Lineage OP” or the “Operating Partnership”) and owns a controlling financial interest in Lineage OP. Lineage OP holds all direct interests in LLH other than certain interests held by BG Maverick, LLC (“BG Maverick”). Prior to the IPO and Formation Transactions, LLH MGMT Profits, LLC (“LLH MGMT”) and LLH MGMT Profits II, LLC (“LLH MGMT II”) also held certain interests in LLH. Lineage, Inc. capital structure (a) Common Stock Lineage, Inc. has one class of common stock. Each share of common stock entitles the holder to one vote on matters submitted to a vote of the shareholders. Holders of common stock have the right to receive any dividend declared by the Company. Lineage, Inc. is authorized to issue up to 500,000,000 common shares with a par value of $ 0.01 per share. As of September 30, 2024 and December 31, 2023, there were 228,403,383 and 162,017,515 common shares issued and outstanding, respectively. During the three and nine months ended September 30, 2024 and 2023, the Company redeemed shares of its common stock as authorized by its Board of Directors (“Board”). Any redeemed shares are constructively retired and returned to an unissued status. During the three months ended September 30, 2024, the Company redeemed a total of 148 shares at an average cost of $ 85.54 for a total cost of less than $ 1 million. During the nine months ended September 30, 2024, the Company redeemed a total of 254,828 shares at an average cost of $ 98.36 per share for a total cost of $ 25 million. During the three months ended September 30, 2023, no shares were redeemed. During the nine months ended September 30, 2023, the Company redeemed a total of 37,037 shares at an average cost of $ 90.00 per share for a total cost of $ 3 million. (b) Series A Preferred stock Lineage, Inc. is authorized to issue up to 100,000,000 shares of preferred stock, $ 0.01 par value per share, of which 630 shares are designated as Series A Cumulative Non-Voting Preferred Stock of Lineage, Inc. (“Series A Preferred Stock”). Shares of Series A Preferred Stock have a $ 1,000 liquidation preference and a cumulative 12.0 % per annum dividend preference. The Series A Preferred Stockholders have limited voting rights with respect to matters pertaining to the Series A Preferred Stock and no voting rights on matters submitted to the common stockholders of Lineage, Inc. for a vote. Additionally, the Series A Preferred Stock may be redeemed at Lineage, Inc.’s option for consideration equal to $ 1,000 per share plus all accrued and unpaid dividends thereon to and including the date fixed for redemption and are not convertible or exchangeable for any other property or securities of Lineage, Inc. Prior to the Formation Transactions, there were 630 shares of Series A Preferred Stock issued and outstanding, of which 505 were held by BGLH. During the three months ended September 30, 2024, all shares of Series A Preferred Stock were redeemed in exchange for cash consideration of $ 1 million, which included accrued dividends through the redemption date. No shares of Series A Preferred Stock were outstanding as of September 30, 2024. 14 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited Operating Partnership capital structure The Operating Partnership’s capital structure as of September 30, 2024 and December 31, 2023 is as follows: September 30, 2024 December 31, 2023 Partnership common units owned by Lineage, Inc. 228,403,383 — Partnership common units owned by Non-Company LPs 984,089 — Legacy OP Class A Units & Legacy OP Class B Units owned by Non-Company LPs 20,929,599 — Redeemable Legacy OP Class B Units owned by Non-Company LPs 319,006 — LTIP Units held by Non-Company LPs 2,995,153 — Class A units owned by Lineage, Inc. — 162,017,515 Class A & B units owned by Non-Company LPs — 18,829,959 Redeemable Class A units owned by Non-Company LPs — 1,260,182 Total 253,631,230 182,107,656 Class C units in the Operating Partnership, which were reclassified into other interests in the Formation Transactions, are excluded from the above summary because their only claim on the underlying assets of the Operating Partnership was the distribution described below. Noncontrolling interest in the Operating Partnership relates to the interest in the Operating Partnership owned by investors other than Lineage, Inc. (“Non-Company LPs”). (c) Noncontrolling Interest in Operating Partnership - Partnership common units Partnership common units include all Operating Partnership capital interests not designated as another class of units in the Operating Partnership’s Agreement of Limited Partnership (the “Operating Partnership Agreement”). In connection with the Formation Transactions, all Class A units previously held by Lineage, Inc. were reclassified into partnership common units. Lineage, Inc. holds all partnership common units with the exception of those held by Non-Company LPs. Partnership common units held by Non-Company LPs represent a noncontrolling interest in the Operating Partnership and are included in Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity. Partnership common units have certain redemption rights which enable the holders to cause the Operating Partnership to redeem their partnership common units in exchange for, at the Company’s option, cash per unit equal to the market price of the Company’s common shares at the time of the redemption or for the Company’s common shares on a one -for-one basis. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of share splits, mergers, or other share transactions which would have the effect of diluting the ownership interests of the holders of partnership common units. Such redemption rights generally may not be exercised until 14 months after the initial acquisition of the partnership common units, except for partnership common units obtained in exchange for the Legacy Class A OP Units, Legacy Class B OP Units, LTIP Units, and OPEUs described below, each of which have different holding periods. The Company may also redeem partnership common units in connection with a tender offer made at the Company’s option. (d) Noncontrolling Interest in Operating Partnership - Legacy Class A OP Units, Legacy Class B OP Units, Class A, Class B, and Class C units Prior to the IPO and Formation Transactions, Non-Company LPs held certain Class A, Class B, and Class C units in the Operating Partnership. These units were exchanged for Legacy Class A OP Units and Legacy Class B OP Units (collectively, “Legacy OP Units”) in the Formation Transactions. Cl ass A and Class B units were 15 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited both voting capital interests in the Operating Partnership and were similar to each other in all material respects, except that Class A units held by Non-Company LPs bore a Founders Equity Share (as described below) payable to Class C unit holders, whereas Class B units did not. BG Cold, LLC (“BG Cold”), an affiliate of Bay Grove Management, held all outstanding Class C units of the Operating Partnership. Class C units provided BG Cold the right to receive a percentage distribution (“Founders Equity Share”) upon certain distributions made to Non-Company LPs who held Class A units of the Operating Partnership. Class C units also received a distribution upon certain repurchases and redemptions of Class A units of the Operating Partnership held by Non-Company LPs. The calculation of the Founders Equity Share borne by Class A units in the Operating Partnership held by Non-Company LPs varied depending on the sub-class of Class A units but generally amounted to a percentage of all value appreciation over certain thresholds. On a quarterly basis, BG Cold also received an advance distribution (“Advance Distribution”) against its future Founders Equity Share based on a formulaic amount of all capital contributed to the Operating Partnership after August 3, 2020. This Advance Distribution was an advance on the Class C Founders Equity Share to be paid upon the sale, redemption, liquidation of, or other distributions to, Class A units and would offset subsequent Class C unit Founders Equity Share distributions paid in conjunction with a hypothetical sale, redemption, liquidation, or other distribution. BG Cold received a total of $ 3 million and $ 26 million in Advance Distributions during the three and nine months ended September 30, 2024, respectively. BG Cold received a total of $ 11 million and $ 34 million in Advance Distributions for the three and nine months ended September 30, 2023, respectively. The payment of the Advance Distribution during the three months ended September 30, 2024 was the final payment of Advance Distribution and represented a prorated amount of the Advance Distribution for the full three months ended September 30, 2024, payable for the period from July 1, 2024 through the date of the IPO. Legacy OP Units are economically equivalent to partnership common units and hold the same voting rights. BG Lineage Holdings LHR, LLC serves as the representative of all Legacy OP Units (the “LHR”). As representative of the Legacy OP Units, the LHR is empowered to exercise the voting power for all Legacy OP Units. Legacy OP Units are not redeemable for cash or other consideration, but can be reclassified into an equal number of partnership common units at any time at the discretion of the LHR, and all Legacy OP Units must be reclassified into partnership common units prior to the third anniversary of the IPO. Once converted, the partnership common units that are obtained in the conversion of Legacy OP Units are immediately redeemable in exchange for, at the Company’s option, cash per unit equal to the market price of the Company’s common shares at the time of redemption or for the Company’s common shares on a one -for-one basis. Legacy Class A OP Units and Legacy Class B OP Units are similar in all material respects expect with regard to the continuation of Founders Equity Share described below. Each Legacy Class A OP Unit is comprised of two sub-units that are legally separate interests, with one sub-unit referred to as the “A-Piece Sub-Unit” and the other sub-unit referred to as the “C-Piece Sub-Unit.” The A-Piece Sub-Units and the C-Piece Sub-Units exist to continue the calculation of Founders Equity Share due to BG Cold after the reclassification of the pre-existing Class A and Class C units. The holders of the A-Piece Sub-Units and C-Piece Sub-Units will each share in the settlement of Legacy Class A OP Units when they are ultimately reclassified into partnership common units, with the amount of partnership common units received by holders of A-Piece Sub-Units and C-Piece Sub-Units determined based on the calculation of Founders Equity Share described above. Legacy Class B OP Units do not have any sub-units and are not impacted by Founders Equity Share. During the three months ended September 30, 2024, 984,103 Legacy OP Units were reclassified into partnership common units. (e) Noncontrolling Interest in Operating Partnership - LTIP Units The Company grants interests in the Operating Partnership to certain members of management in the form of LTIP Units. LTIP Units are a form of voting interest in the Operating Partnership which may be subject to 16 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited vesting requirements. Immediately upon the grant of an LTIP Unit, the recipient of the LTIP Unit is admitted into the Operating Partnership as a Non-Company LP. Holders of LTIP Units are entitled to receive distributions from the Operating Partnership as they are declared or in the event of a liquidation of the Operating Partnership on a pari passu basis with holders of other classes of Operating Partnership units, with the exception of certain LTIP Units which, prior to vesting, only receive 10 % of any declared distributions. The LTIP Units are also entitled to share in the profits and losses of the Operating Partnership. Accordingly, both vested and unvested LTIP Units are accounted for as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity. Vested LTIP Units may be convertible into partnership common units. LTIP Units are only eligible to be converted into partnership common units if the capital account balance of the LTIP unitholder with respect to such LTIP Units is at least equal to Lineage, Inc.’s capital account balance with respect to an equal number of partnership common units, subject to certain adjustments (“capital account equivalence”). Once the LTIP Units have reached capital account equivalence and become vested, they may be converted into partnership common units on a one -for-one basis. Partnership common units obtained after conversion from the LTIP Units are redeemable in exchange for, at the Company’s option, cash per unit equal to the market price per share of the Company’s common stock at the time of redemption or for shares of the Company’s common stock on a one -for-one basis, in each case subject to certain adjustments. Partnership common units obtained after conversion from LTIP Units may not be redeemed until the 18 month anniversary of the date that the LTIP Units were originally granted (or such longer period as may be provided in the applicable LTIP Unit award agreement). (f) Redeemable Noncontrolling Interests - Operating Partnership Units Certain Operating Partnership units held by Non-Company LPs are redeemable at the greater of a fixed redemption amount or fair value if certain liquidation events do not occur. Under ASC 810, Consolidation , the noncontrolling interest is adjusted each reporting period for income (loss) attributable to the noncontrolling interest based on the relative ownership percentage of these Non-Company LPs. Each reporting period, the Company accretes the changes in the redemption value of the redeemable noncontrolling interest over the period of issuance to the earliest redemption date and records an adjustment if the accreted redemption value is greater than the ASC 810 carrying value. These adjustments, if any, are affected by charges against equity. In accordance with ASC 480, Distinguishing Liabilities From Equity , the Company elected to apply the “Equity Classification — Entire Adjustment Method,” which treats the entire adjustment for the redeemable noncontrolling interests to an amount other than the ASC 810 carrying value as an adjustment to equity using retained earnings (or additional paid-in capital in absence of retained earnings). The Company’s adjustments are recorded to Additional paid-in capital - common stock in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity because the Company is in an accumulated deficit position. These adjustments to equity are not a component of net income, however, they are accounted for in the Company’s calculations of earnings (loss) per share (“EPS”) as disclosed in Note 19, Earnings (loss) per share. In connection with the acquisition of MTC Logistics Holdings, LLC and certain real property (together with its subsidiaries, “MTC Logistics”), the Company entered into an Equity Purchase Agreement with the sellers of MTC Logistics. Under the terms of the agreement, the sellers acquired certain Class A units of the Operating Partnership and the sellers had a one-time right as of March 1, 2025 to put all, or a portion of, the units for cash. Upon the exercise of the put right, the price to be paid for the redeemable noncontrolling interests would have been the current fair market value of the redeemable noncontrolling interest, subject to a minimum price (“floor”) equivalent to $ 34 million if the put right is exercised for all the units. In lieu of redemption, the sellers may have elected to receive any combination of cash and/or additional Operating Partnership units that equaled the excess of $ 34 million over the fair market value of the units as of the election date. In connection with the Formation Transactions, these units were reclassified into Legacy Class A-4 OP units that provide the holders with similar redemption rights as of March 1, 2025. These redemption rights allow the holders of Legacy Class A-4 OP units to (1) redeem any or all of the Legacy Class A-4 OP units at a guaranteed 17 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited floor of $ 106.59 (less certain distributions received after June 26, 2024) or, if greater, the then-current fair market value of the Legacy Class A-4 OP units to be redeemed or (2) receive a one-time true-up paid in cash or through the issuance of new Legacy Class A-4 OP units or new common units (or any combination of cash and units) in the amount by which the guaranteed minimum value of $ 106.59 per unit (less certain distributions received after June 26, 2024) exceeds the then-current fair market value of the Legacy Class A-4 OP units. Legacy Class A-4 OP units can also be reclassified into an equal number of common units at any time as may be agreed by the holders of Legacy Class A-4 OP units and the LHR, or under certain other circumstances at the discretion of the LHR acting as representative of such holders. Legacy Class A-4 OP units are comprised of A-Piece Sub-Units and C-Piece Sub-Units similar to other Legacy Class A OP units and any redemption of Legacy Class A-4 OP units would require the settlement of any accrued Founders Equity Share through the date of the redemption, which may increase the per unit payment by the Operating Partnership required in connection with any redemption of these units. Both the Class A units and the Legacy Class A-4 OP units held by the sellers of MTC Logistics before and after the Formation Transactions are accounted for as Redeemable noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity due to the put right held by the sellers. The required accretion adjustments related to these units include the impact of Founders Equity Share. In connection with the acquisition of Cherry Hill Joliet, LLC, 279 Marquette Drive, LLC, Joliet Cold Storage, LLC, and Bolingbrook Cold Storage, LLC (collectively, “JCS”) in 2021, the Company entered into an Equity Purchase Agreement with the sellers of JCS. Under the terms of the agreement, the sellers acquired 941,176 Class A units of the Operating Partnership, and the sellers had a one-time right as of February 1, 2024 to put all, or a portion of, the units for cash. These units were accounted for as Redeemable noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity due to the put right held by the sellers. Upon the exercise of the put right, the price to be paid for the redeemable noncontrolling interests was the current fair market value of the redeemable noncontrolling interest, subject to a floor equivalent to $ 97 million if the put right was exercised for all the units. Any redemption also required a distribution of any accrued but unpaid Founders Equity Share through the date of redemption, and the required accretion adjustments related to these units included the impact of the Founders Equity Share. On February 1, 2024, one of the holders of these units elected to exercise their redemption rights for 61,593 units in exchange for total proceeds of $ 6 million. As a result of the partial redemption, BG Cold received a distribution of $ 1 million in respect of Founders Equity Share. The holders waived their redemption rights for their remaining 879,583 units, and the units remained outstanding, which resulted in a reclassification of the redeemable noncontrolling interest to noncontrolling interest in the Operating Partnership. The difference between the carrying value of the redeemable noncontrolling interest and the ASC 810 carrying value for the remaining noncontrolling interest was recognized in Additional paid-in capital - common stock in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity. LLH Capital Structure The Operating Partnership owns all outstanding equity interests of LLH except for those held by BG Maverick and holds all outstanding common units in LLH. Prior to the IPO and Formation Transactions, LLH MGMT and LLH MGMT II also held interests in LLH. The equity interests held by BG Maverick, LLH MGMT, and LLH MGMT II are accounted for as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity. (g) OPEUs and Class D Interests in LLH Prior to the IPO and Formation Transactions, BG Maverick held all outstanding Class D units in LLH. Class D units in LLH were non-voting profits interests. In respect of these interests, BG Maverick was entitled to receive 18 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited a formulaic annual amount of income and profits that was payable only in a liquidity event. The Company concluded that the Class D units in LLH held by BG Maverick did not have the substantive risks and rewards of equity ownership of LLH, and therefore did not represent a substantive class of equity in LLH and were not recorded as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity . As the payment of the distribution in respect of Class D units in LLH was contingent upon the occurrence of a liquidity event that was not considered probable to occur, the Company did not record a liability for the amounts to be paid, in accordance with ASC 450, Contingencies . As a result of the IPO and Formation Transactions, the Class D units in LLH held by BG Maverick became payable. The Company recognized an expense of $ 185 million associated with the Class D interests in LLH during the three months ended September 30, 2024 . In addition, the previous operating services agreement between LLH and Bay Grove described in Note 16, Related-party balances was terminated and Bay Grove’s right to receive distributions in respect of Class D units in LLH was suspended in exchange for a one-time increase of $ 200 million (the “Internalization”). These amounts are included within Acquisition, transaction, and other expense in the condensed consolidated statements of operations and comprehensive income (loss). A portion of these amounts equal to $ 198 million was allocated to the Operating Partnership, the effect of which is that all Advance Distributions described above are repaid and the full Founders Equity Share will be paid to holders of C-Piece Sub-Units in connection with any sale, redemption, or liquidation of, or other distributions to, Legacy Class A OP Units. In settlement of the remaining obligations due in connection with Class D units in LLH and the Internalization, LLH issued 2,447,990 Operating Partnership Equivalent Units (“OPEUs”). OPEUs are a voting capital interest in LLH which are similar in all material respects to the common units of LLH held by the Operating Partnership. At any time beginning after July 24, 2026, any holder of OPEUs may require that the Operating Partnership exchange the OPEUs for partnership common units on a one -for-one basis. Any partnership common units issued in exchange for OPEUs may not be redeemed until after all Legacy OP Units have been reclassified into partnership common units. OPEUs are recorded as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity based on their relative ownership in LLH. In connection with the Formation Transactions, LLH repurchased 986,842 OPEUs from BG Maverick in exchange for cash proceeds of $ 75 million. The excess of this redemption payment over the carrying value of the OPEUs was recognized in Additional paid-in capital - common stock. As of September 30, 2024, there were 1,461,148 OPEUs outstanding, which represents 0.6 % ownership in LLH. (h) Management Profits Interests Class C units The Company had previously granted interests in LLH MGMT and LLH MGMT II to certain members of management. LLH MGMT and LLH MGMT II held all outstanding Class C units in LLH (“Management Profits Interests Class C units”). Management Profits Interests Class C units entitled LLH MGMT and LLH MGMT II, and, by extension, certain members of management, to a formulaic amount of the profits of LLH, generally based on the growth of the Company’s share price over a certain threshold, subject to certain adjustments. In connection with the Formation Transactions, vested Management Profits Interests Class C units that had met the required value threshold were exchanged for Legacy Class B OP Units or shares of Company stock. Unvested Management Profits Interests Class C units were terminated. The Company issued replacement awards for unvested Management Profits Interests Class C unit holders and certain vested Management Profits Interests Class C units that had not met required value thresholds under the 2024 Plan (as defined below) in the form of time-based restricted stock units (“RSUs”) and/or time-based LTIP Units, as further described in Note 15, Stock-based compensation . No Management Profits Interests Class C units remain outstanding as of September 30, 2024. The noncontrolling interest previously recognized related to vested Management Profits 19 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited Interest Class C units was reclassified into other forms of stockholders’ equity, as applicable, with the difference between the carrying value of the Management Profits Interest Class C units and the Legacy Class B OP Units and shares of common stock recognized as an adjustment to Additional paid-in capital - common stock. On certain occasions, the Company offered a repurchase opportunity for certain Management Profits Interests Class C units by offering cash settlement to repurchase units at their current fair market value. Certain Management Profits Interests Class C units were redeemed in exchange for a cash total of $ 3 million and $ 13 million during the three and nine months ended September 30, 2023, respectively. No such redemptions occurred during the three and nine months ended September 30, 2024. In the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity, the carrying value of the redeemed units is recorded as a reduction of Noncontrolling interests, while the excess of the redemption payments over the carrying value of the redeemed units is recorded as a reduction of Additional paid-in capital - common stock. Other Noncontrolling interests Certain subsidiaries of LLH have also issued equity interests to third parties. All of these equity interests are accounted for as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity. (i) Noncontrolling Interests in Other Consolidated Subsidiaries Noncontrolling interests in Other Consolidated Subsidiaries include entities other than the Operating Partnership in which the Company has a controlling interest but which are not wholly owned by the Company. Third parties own the following interests in the below Other Consolidated Subsidiaries: September 30, 2024 December 31, 2023 Cool Port Oakland Holdings, LLC 13.3 % 13.3 % Lineage Jiuheng Logistics (HK) Group Company Ltd. 40.0 % 40.0 % Kloosterboer BLG Coldstore GmbH 49.0 % 49.0 % Turvo India Pvt. Ltd. 1.0 % 1.0 % In addition to the third-party interests detailed above, Noncontrolling interests in Other Consolidated Subsidiaries also include Series A Preferred shares issued by each of the Company’s REIT subsidiaries to third-party investors. Each REIT subsidiary has issued Series A Preferred shares, which are non-voting shares that have a $ 1,000 liquidation preference and a cumulative 12.0 % per annum dividend preference. The REIT subsidiary Series A Preferred shares may be redeemed at the Company’s option for consideration equal to $ 1,000 plus all accrued and unpaid dividends thereon to and including the date fixed for redemption and are not convertible or exchangeable for any other property or securities of the Company. The Company’s REIT subsidiaries had an aggregate amount of 373 Series A preferred shares held by third parties outstanding as of September 30, 2024 and December 31, 2023 . (j) Convertible Redeemable Noncontrolling Interests - Preference Shares On October 1, 2021 (“Closing Date”), the Company acquired 100 % of the outstanding equity interests in Kloosterboer Group B.V. and its subsidiaries (“Kloosterboer”). Pursuant to the terms of the Sale and Purchase Agreement and the Investment Agreement executed on the Closing Date, the seller (the “Co-Investor”) elected to reinvest € 200 million in the Company’s newly formed Dutch subsidiary in the form of 2,952,738 non-voting preferred equity instruments with a per share nominal value of € 0.007 (the “Preference Shares”) issued on the Closing Date. The Preference Shares accrue a fixed, cumulative, preferential dividend at the rate of 14 % per annum until the second anniversary of the Closing Date, and 10 % per annum thereafter, compounded annually. 20 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited Once per year, the Co-Investor has a regular redemption right. Further, the Co-Investor has special redemption rights upon the occurrence of certain events. The Investment Agreement also provided the holder of the Preference Shares conversion rights upon the occurrence of certain events. The conversion rights were structured to track the economic performance of select Class A units of the Operating Partnership if the Company did not complete an initial public offering and to track the economic performance of common stock of Lineage, Inc. if the Company did complete an initial public offering (“Tracker Shares”). To the extent that the Co-Investor did not exercise its right to conversion, all outstanding Preference Shares, including all unpaid, accrued preferential dividends, shall be mandatorily redeemed for cash by the Company upon the fifth anniversary of the Closing Date. The accrued preferential dividend shall only be paid upon a regular redemption of the Preference Shares and would not have been payable if the Co-Investor exercised its conversion or special redemption right. The Company has applied the guidance under ASC 480-10-S99-3A on the classification and subsequent measurement of Preference Shares. The Preference Shares represented a redeemable noncontrolling interest in the Company and were presented within Redeemable noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity . The Preference Shares qualified for classification in temporary equity (outside of Stockholders’ equity) because the redemption feature was not solely within the control of the Company. As the Preference Shares were currently redeemable, the Company measured redeemable noncontrolling interests at the greater of (i) the initial carrying amount and dividends or (ii) the maximum redemption value, including accrued dividends payable under the redemption feature as of the balance sheet date. Required redeemable noncontrolling interest adjustments were recorded as an increase or decrease to Redeemable noncontrolling interests , with an offsetting adjustment to Additional paid-in capital - common stock . The Co-Investor informed the Company that they would not exercise the right to convert the Preference Shares into Tracker Shares upon IPO. As a result of this election, all outstanding Preference Shares, including all unpaid, accrued preferential dividends, shall be mandatorily redeemed in exchange for cash or a variable number of shares of the Company’s common stock. As a result, upon completion of the IPO, the Preference Shares have been reclassified in the accompanying condensed consolidated balance sheets from Redeemable noncontrolling interests to Other long-term liabilities based on the fair value of the liability at the time of reclassification . See Note 14, Other long-term liabilities for additional information. During the three and nine months ended September 30, 2024 and September 30, 2023 , the Company recorded net redeemable noncontrolling inte rest adjustments, representing the effect of foreign currency on the carrying amount and accrued dividends payable. The net redeemable noncontrolling interest adjustments during the three months ended September 30, 2024 represent the adjustments for the period prior to the IPO. As of December 31, 2023, there were 2,214,553 Preference Shares outstanding. As of December 31, 2023, the ending redeemable noncontrolling interest balance of $ 221 million represents the maximum redemption value of the Preference Shares. 21 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited Below is a summary of all activity for the Company’s redeemable noncontrolling interests during the nine months ended September 30, 2024 and 2023, which are discussed in further detail above. (in millions) Redeemable Noncontrolling Interests - Operating Partnership Units Convertible Redeemable Noncontrolling Interests - Preference Shares Redeemable Noncontrolling Interest - Operating Subsidiaries Total Redeemable Noncontrolling Interests Balance as of December 31, 2023 $ 120 $ 221 $ 8 $ 349 Distributions ( 1 ) — — ( 1 ) Redemption of redeemable noncontrolling interests ( 6 ) — — ( 6 ) Expiration of redemption option ( 92 ) — — ( 92 ) Accretion of redeemable noncontrolling interests 6 — — 6 Balance as of March 31, 2024 27 221 8 256 Redeemable noncontrolling interest adjustment — 4 — 4 Accretion of redeemable noncontrolling interests 1 — 1 2 Balance as of June 30, 2024 28 225 9 262 Reclassification of the Preference Shares — ( 229 ) — ( 229 ) Redeemable noncontrolling interest adjustment — 4 — 4 Accretion of redeemable noncontrolling interests 2 — 1 3 Net income (loss) ( 1 ) — — ( 1 ) Balance as of September 30, 2024 $ 29 $ — $ 10 $ 39 (in millions) Redeemable Noncontrolling Interests - Operating Partnership Units Convertible Redeemable Noncontrolling Interests - Preference Shares Redeemable Noncontrolling Interest - Operating Subsidiaries Total Redeemable Noncontrolling Interests Balance as of December 31, 2022 $ 85 $ 213 $ — $ 298 Redeemable noncontrolling interest adjustment — 4 — 4 Accretion of redeemable noncontrolling interests 9 — — 9 Balance as of March 31, 2023 94 217 — 311 Accretion of redeemable noncontrolling interests 9 — — 9 Balance as of June 30, 2023 103 217 — 320 Other comprehensive income (loss) ( 1 ) — — ( 1 ) Noncontrolling interests acquired in business combinations — — 7 7 Redeemable noncontrolling interest adjustment — ( 6 ) — ( 6 ) Accretion of redeemable noncontrolling interests 9 — — 9 Balance as of September 30, 2023 $ 111 $ 211 $ 7 $ 329 22 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited Below is a summary of all activity for the Company’s noncontrolling interests during the nine months ended September 30, 2024 and 2023, which are discussed in further detail above. (in millions) Operating Partnership Units Noncontrolling Interests in Other Consolidated Subsidiaries Management Profits Interests Class C Units Noncontrolling Interest in Other Consolidated Subsidiaries - OPEU Total Noncontrolling Interests Balance as of December 31, 2023 $ 598 $ 15 $ 9 $ — $ 622 Distributions ( 11 ) ( 1 ) — — ( 12 ) Stock-based compensation — — 2 — 2 Other comprehensive income (loss) ( 8 ) — — — ( 8 ) Expiration of redemption option 27 — — — 27 Net income (loss) ( 5 ) 1 ( 4 ) — ( 8 ) Reallocation of noncontrolling interests 7 — — — 7 Balance as of March 31, 2024 608 15 7 — 630 Distributions ( 12 ) — — — ( 12 ) Stock-based compensation — — 2 — 2 Other comprehensive income (loss) ( 3 ) — — — ( 3 ) Net income (loss) ( 8 ) — ( 4 ) — ( 12 ) Reallocation of noncontrolling interests 9 — — — 9 Balance as of June 30, 2024 594 15 5 — 614 Distributions ($ 0.38 per OP Unit and OPEU) ( 12 ) — — ( 1 ) ( 13 ) Stock-based compensation 13 — — — 13 Other comprehensive income (loss) 8 — — — 8 Conversion of Management Profits Interests Class C units 66 — ( 5 ) — 61 Redemption of OPEUs — — — ( 29 ) ( 29 ) Reimbursement of Advance Distributions 198 — — — 198 Issuance of OPEUs and settlement of Class D Units — — — 73 73 Net income (loss) ( 54 ) — — ( 3 ) ( 57 ) Reallocation of noncontrolling interests 172 — — 17 189 Balance as of September 30, 2024 $ 985 $ 15 $ — $ 57 $ 1,057 23 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited (in millions) Operating Partnership Units Noncontrolling Interests in Other Consolidated Subsidiaries Management Profits Interests Class C Units Total Noncontrolling Interests Balance as of December 31, 2022 $ 608 $ 21 $ 12 $ 641 Contributions from noncontrolling interests 2 — — 2 Distributions ( 12 ) — — ( 12 ) Stock-based compensation — — 2 2 Other comprehensive income (loss) ( 1 ) — — ( 1 ) Redemption of units issued as stock compensation — — ( 1 ) ( 1 ) Net income (loss) 2 — ( 1 ) 1 Reallocation of noncontrolling interests 19 — — 19 Balance as of March 31, 2023 618 21 12 651 Distributions ( 12 ) — — ( 12 ) Stock-based compensation — — 2 2 Other comprehensive income (loss) 4 — — 4 Net income (loss) — ( 1 ) ( 2 ) ( 3 ) Reallocation of noncontrolling interests 11 — — 11 Balance as of June 30, 2023 621 20 12 653 Distributions ( 11 ) — — ( 11 ) Stock-based compensation — — 4 4 Other comprehensive income (loss) ( 9 ) — — ( 9 ) Sale of noncontrolling interests — ( 4 ) — ( 4 ) Net income (loss) ( 5 ) — ( 6 ) ( 11 ) Reallocation of noncontrolling interests 11 — — 11 Balance as of September 30, 2023 $ 607 $ 16 $ 10 $ 633 In the tables above, for the period after the IPO and Formation Transactions, Operating Partnership Units include Partnership common units held by Non-Company LPs, Legacy OP Units held by Non-Company LPs, and LTIP Units held by Non-Company LPs. For the period before the IPO and Formation Transactions, Operating Partnership Units include Class A, Class B, and Class C units of the Operating Partnership held by Non-Company LPs. Dividends and Distributions During the three months ended September 30, 2024, the Company’s board of directors declared a prorated quarterly cash dividend of $ 0.38 per share of common stock. The dividend is prorated for the period commencing on July 26, 2024, the date the Company’s initial public offering was consummated, and ending on September 30, 2024. The dividend was payable to shareholders of record as of September 30, 2024 and was paid on October 21, 2024. Concurrently with the declaration of the dividend on common stock, Lineage, Inc., as general partner of the Operating Partnership, authorized the Operating Partnership to make distributions to the holders of partnership common units, Legacy OP Units, and LTIP Units. The Operating Partnership also makes tax payments on behalf of its partners, which constitute additional insignificant distributions. The Operating Partnership, as managing member of LLH, authorized LLH to make distributions to the holders of common units in LLH and OPEUs. As further described in Note 15, Stock-based compensation , RSUs accrue dividend equivalents as the Company declares dividends on its common stock, and upon the vesting of the RSUs, the plan participant receives the dividend payment. In the condensed consolidated balance sheets as of September 30, 2024, all unpaid dividend and distribution amounts which will be paid within one year are included in Accrued dividends and distributions, and all unpaid dividend and distribution amounts which will be paid in more than one year are included within Other long-term liabilities. The only amounts which will be payable in more than one year are those payable with respect to dividend equivalents which vest in more than one year. In the condensed consolidated balance sheets as of December 31, 2023, all unpaid dividend and 24 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited distribution amounts are included in Accrued dividends and distributions. Intercompany distributions from LLH to the Operating Partnership and from the Operating Partnership to Lineage, Inc. are eliminated in consolidation. Put options In connection with the Formation Transactions, the Company executed a put option agreement, which provides special redemption rights and top-up rights, each as defined below, that mirror the rights of certain classes of BGLH equity interests (the “Put Options”). Pursuant to the Put Options, BGLH has the right to either: – Distribute, in various installments from September 2024 through December 2025 (the “Put Option Exercise Window”) up to 2,036,738 shares of the Company’s common stock currently held by BGLH to certain holders of BGLH equity interests, and these holders will then have the individual right to cause the Company to purchase any or all of these shares for an amount equal to a contractual guaranteed minimum price or, in some cases, if greater, the then-current fair market value of the shares of the Company’s common stock as of a specified date. – In some cases, demand a top-up through a cash payment or through the issuance of additional shares of the Company’s common stock in exchange for no proceeds, or any combination thereof, in an amount equal to the amount by which the contractual guaranteed minimum price exceeds the then-then current fair market value of shares of the Company’s common stock at specified times during the Put Option Exercise Window. The contractual guaranteed minimum price will be reduced by any distributions received by the holders of the BGLH equity interests, which are paid by BGLH using funds received by BGLH from payments of dividends by the Company. The Company has assessed the Put Options as freestanding financial instruments which are classified as liabilities under ASC 480, because the Put Options represent written put options on the Company’s common stock which may be net cash settled or net share settled. Upon the execution of the put option agreement, the Company recorded liabilities for the Put Options based on fair value, with an offsetting charge to Retained earnings (accumulated deficit) in the accompanying condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity during the three months ended September 30, 2024. The liability associated with Put Options that have Put Option Exercise Windows which are within one year of the balance sheet date are recorded in Accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets. The liability associated with any Put Options that have Put Option Exercise Windows which expire more than one year after the balance sheet date are recorded in Other long-term liabilities. The Company calculates the fair value of the Put Options utilizing a Monte Carlo simulation to estimate the ultimate Company obligation during the Put Option Exercise Window. For each simulated path, the market price of the shares of the Company’s common stock relative to the contractual guaranteed minimum price is estimated during the Put Option Exercise Window, which determines the Company’s obligation under each Put Option. The fair value of the Put Options is the average discounted obligation across all simulation paths. The Company remeasures this liability at fair value on a recurring basis, as described in Note 12, Fair value measurements , and adjustments to the fair value are recorded within Other nonoperating income (expense), net in the accompanying condensed consolidated statements of operations and comprehensive income (loss). During the three and nine months ended September 30, 2024, the Company recorded fair value adjustments of $ 4 million related to the Put Options. 25 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited A summary of these Put Options, by Put Option Exercise Window, as of September 30, 2024 is as follows: (in millions) Shares subject to the Put Option Liability included in Accounts payable and accrued liabilities Liability included in Other long-term liabilities September 1, 2024 to October 16, 2024 250,675 $ 10 $ — November 1, 2024 to December 16, 2024 (1) — 18 — June 1, 2025 to June 6, 2025 616,022 29 — September 1, 2025 to September 8, 2025 1,058,328 42 — October 3, 2025 to October 10, 2025 111,713 — 8 Total 2,036,738 $ 99 $ 8 __________________ (1) This Put Option does not contain redemption rights, only rights to a top-up through a cash payment or through the issuance of additional shares of the Company’s common stock in exchange for no proceeds, or any combination thereof . On November 4, 2024, the Put Option with an Exercise Window of September 1, 2024 to October 16, 2024 was settled. As a result of this settlement, the Company repurchased 221,821 shares of its common stock in exchange for proceeds of $ 26 million and made a top-up payment in cash of $ 1 million. (3) Revenue The following table disaggregates the Company’s net revenues by major stream and reportable segment. Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2024 2023 2024 2023 Warehousing operations $ 864 $ 861 $ 2,602 $ 2,591 Warehouse lease revenues 66 64 202 192 Managed services 37 27 88 72 Other 5 8 15 27 Total Global Warehousing 972 960 2,907 2,882 Transportation 194 215 603 654 Food sales 55 60 163 186 Redistribution revenues 51 50 150 143 E-commerce and other 44 25 122 87 Railcar lease revenues 19 19 56 56 Total Global Integrated Solutions 363 369 1,094 1,126 Total net revenues $ 1,335 $ 1,329 $ 4,001 $ 4,008 The Company has no material warranties or obligations for allowances, refunds, or other similar obligations. As a practical expedient, the Company does not assess whether a contract has a significant financing component, as the period between the transfer of service to the customer and the receipt of customer payment is less than a year. As of September 30, 2024, the Company had $ 1,002 million of remaining unsatisfied performance obligations from contracts with customers subject to a non-cancellable term and within contracts that have an original expected duration exceeding one year. These obligations also do not include variable consideration beyond the non-cancellable term, which, due to the inability to quantify by estimate, is fully constrained. The Company expects to recognize 21.4 % of 26 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited these remaining performance obligations as revenue over the next 12 months and the remaining 78.6 % to be recognized over a weighted average period of 9.7 years through 2043. Accounts receivable balances related to contracts with customers were $ 796 million and $ 805 million as of September 30, 2024 and December 31, 2023 , respectively. Deferred revenue balances related to contracts with customers wer e $ 81 m illion and $ 93 million as of September 30, 2024 and December 31, 2023 , respectively. Substantially all revenue that was included in the deferred revenue balances at the beginning of 2024 has been recognized as of September 30, 2024 and represents revenue from the satisfaction of storage and handling services billed in advance. (4) Business combinations, asset acquisitions, and divestitures 2024 Acquisitions (a) Entrepôt du Nord On February 1, 2024, the Company acquired all of the outstanding equity of Entrepôt du Nord Inc. and 2957-8002 Quebec Inc. (collectively “EDN”) through a share purchase agreement for $ 60 million in cash consideration. EDN owns and operates a temperature controlled warehouse facility near Montreal in Quebec, Canada. Inclusive of measurement period adjustments, the Company has preliminarily assigned the fair values of the assets acquired and liabilities assumed, including $ 36 million of property, plant, and equipment, $ 19 million of customer relationships intangible assets, $ 1 million of cash, $ 1 million of net working capital assets, $ 12 million of deferred tax liabilities, and $ 15 million of goodwill. During the nine months ended September 30, 2024, the Company recorded measurement period adjustments relating to updated fair value estimates of acquired property, plant, and equipment, customer relationships intangible assets, and deferred income tax liabilities, which resulted in a $ 7 million decrease to goodwill. The goodwill associated with this acquisition is primarily attributable to the strategic benefits of strengthening the Company’s warehousing network in Canada and is attributable to the Company’s Global Warehousing segment. The goodwill associated with this acquisition is not amortizable for income tax purposes. The Company’s condensed consolidated statements of operations and comprehensive income (loss), redeemable noncontrolling interests and equity, and cash flows for the three and nine months ended September 30, 2024 include the results of operations for this business since the date of acquisition. (b) Eurofrigor On June 28, 2024, the Company acquired all of the outstanding equity of Eurofrigor S.r.l. Magazzini Generali (“Eurofrigor”) through a quota purchase agreement for approximately $ 17 million ($ 14 million net of cash acquired). Eurofrigor owns and operates a temperature controlled warehouse facility in Controguerra, Italy. The transaction has been accounted for as an asset acquisition. (c) Luik Natie On July 31, 2024, the Company purchased all of the outstanding equity of Luik Natie Holding N.V. (“Luik Natie”) through a share purchase agreement in Belgium for $ 52 million, inclusive of possible contingent earn-out payments of $ 12 million. The contingent earn-out amount is based on EBITDA performance and a potential expansion of the campus. In addition, the Company has assumed debt of $ 14 million. Luik Natie owns and operates a campus of facilities in the port city of Antwerp-Burges, Belgium, providing freezer, cooler, and ambient storage and transportation services. The company has preliminarily assigned the fair values of the assets acquired and liabilities assumed, including $ 48 million of property, plant, and equipment, $ 6 million of customer relationship intangible assets, $ 1 million of cash, $ 4 million of accounts receivable, $ 5 million of trade and other payables, $ 9 million of deferred tax liabilities, and $ 21 million of goodwill. The goodwill associated with this transaction is primarily attributable to the strategic benefits of strengthening the Company’s warehousing and transportation network in Belgium and providing access to the port of 27 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited Antwerp-Burgess, the second largest in Europe. The goodwill associated with this transaction is not amortizable for income tax purposes. The goodwill has not yet been allocated to a reportable segment, as the valuation is preliminary. (d) Facility in Western Australia On May 22, 2024 the Company entered into a definitive agreement to acquire a cold storage facility in Western Australia for $ 11 million. The transaction closed on November 1, 2024. Updates Relating to Prior Period Acquisitions (a) VersaCold On August 2, 2022, the Company acquired all the outstanding equity interests of VersaCold GP Inc., 1309266 BC ULC and VersaCold Acquireco, L.P. and its subsidiaries, including the operating entity VersaCold Logistics Services, (collectively “VersaCold”). Included in cash consideration transferred was a liability assumed by the Company to be paid to the Canadian Revenue Agency (“CRA”) on behalf of the sellers. The amount owed to the CRA was $ 4 million and $ 43 million as of September 30, 2024 and December 31, 2023, respectively, and is included in Accounts payable and accrued liabilities in the condensed consolidated balance sheets. The Company paid $ 28 million and $ 39 million to the CRA during the three and nine months ended September 30, 2024, respectively. The initial accounting for the 2024 business combinations has been completed on a preliminary basis, and accounting for all 2023 business combinations has been finalized. The primary areas of acquisition accounting that are not yet finalized relate to the valuation of all acquired real estate assets, intangible assets, and related income tax assets and liabilities. The Company’s estimates and assumptions are subject to change during the measurement period, not to exceed one year from the acquisition date, and actual values may materially differ from the preliminary estimates. 2023 Divestitures In the third quarter of 2023, as part of the Company’s continued focus on increasing profitability, the Company completed the sale of its 75 % interest in Erweda BV and its subsidiaries. The cash consideration transferred was immaterial . Erweda BV was included in the Global Integrated Solutions segment and remains a supplier for the Company’s food sales business. During the three and nine months ended September 30, 2023, the Company recognized a net loss on sale of Erweda BV of $ 21 million, included in Other nonoperating income (expense), net on the condensed consolidated statements of operations and comprehensive income (loss) and derecognized noncontrolling interests in the amount of $ 4 million. 28 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited (5) Property, plant, and equipment Property, plant, and equipment, net consists of the following: (in millions) September 30, 2024 December 31, 2023 Estimated Useful Life (Years) Buildings, building improvements, and refrigeration equipment $ 8,805 $ 8,545 1 — 40 Land and land improvements 1,538 1,446 15 — Indefinite Machinery and equipment 1,519 1,316 5 — 20 Railcars 540 535 7 — 50 Furniture, fixtures, and equipment 617 563 1 — 7 Gross property, plant, and equipment 13,019 12,405 Less accumulated depreciation ( 2,750 ) ( 2,266 ) Construction in progress 396 432 Property, plant, and equipment, net $ 10,665 $ 10,571 For the three and nine months ended September 30, 2024, the Company recorded impairment charges of $ 4 million and $ 33 million, respectively, which primarily related to losses from the warehouse fire in Kennewick, Washington (refer to Note 17, Commitments and contingencies for details). The Company recorded no impairment charges for the three months ended September 30, 2023. For the nine months ended September 30, 2023, the Company recorded impairment charges relating to property, plant, and equipment of $ 2 million. Impairment charges are included in Restructuring, impairment, and (gain) loss on disposals in the condensed consolidated statements of operations and comprehensive income (loss). (6) Goodwill and other intangible assets, net Changes in the carrying amount of goodwill for each reportable segment for the nine months ended September 30, 2024 are as follows: (in millions) Global Warehousing Global Integrated Solutions Other 2 Total Balance, December 31, 2023 $ 2,750 $ 644 $ — $ 3,394 Goodwill acquired 1 22 — 21 43 Measurement period adjustments 1 ( 7 ) — — ( 7 ) Foreign currency translation 11 2 1 14 Balance, September 30, 2024 $ 2,776 $ 646 $ 22 $ 3,444 __________________ (1) See Note 4, Business combinations, asset acquisitions, and divestitures for details. (2) Other consists of goodwill not yet assigned to a reportable segment. 29 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited The following are the Company’s total other intangible assets as of: September 30, 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 $ 1,537 $ ( 420 ) $ 1,117 $ 1,507 $ ( 343 ) $ 1,164 5 - 28 In-place leases 93 ( 23 ) 70 98 ( 21 ) 77 2 - 31 Technology 32 ( 7 ) 25 32 ( 5 ) 27 10 Trade names 9 ( 7 ) 2 24 ( 21 ) 3 1 - 15 Other 20 ( 13 ) 7 20 ( 11 ) 9 4 - 17 Other intangible assets $ 1,691 $ ( 470 ) $ 1,221 $ 1,681 $ ( 401 ) $ 1,280 During the three and nine months ended September 30, 2024, the Company derecognized fully-amortized intangible assets and the associated accumulated amortization totaling $ 2 million and $ 22 million, respectively. Customer relationships intangible assets acquired during the nine months ended September 30, 2024 have an estimated weighted-average amortization period of 15 years. (7) Prepaid expenses and other current assets (in millions) September 30, 2024 December 31, 2023 Prepaid expenses $ 74 $ 62 Other current assets 37 30 Deferred equity raise costs — 9 Prepaid expenses and other current assets $ 111 $ 101 (8) Income taxes The Company’s provision for income taxes is based upon an estimated annual tax rate for the year applied to U.S. federal, U.S. state, and foreign income. Significant discrete items that are not consistent from period to period are recorded to Income tax expense (benefit) in the quarter in which they occur. The Company’s effective tax rate for the three and nine months ended September 30, 2024 was 7.7 % and 6.7 %, respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2023 was 9.1 % and 17.0 %, respectively. The annual effective tax rates differ from the U.S. statutory rate primarily due to the Company operating as a REIT for U.S. federal income tax purposes, the differences in tax rates at which foreign income is taxed, and certain nondeductible expenses, income tax credits, and changes in valuation allowance. During the three months ended September 30, 2024, the Company released a valuation allowance established on deferred tax assets attributable to existing net operating losses carryforwards and tax credits in the U.S., resulting in an income tax benefit of $ 24 million, recorded in Deferred income tax liability on the condensed consolidated balance sheets. The release of the valuation allowance was due to the Company’s internal restructurings. In assessing the realizability of the Company’s deferred tax assets and the appropriateness of the remaining valuation allowances, management continues to consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax-planning strategies. There is a reasonable possibility that within the next twelve months, sufficient positive or negative evidence may become available to allow the Company to reach a conclusion that would warrant a change in our valuation allowance positions, and any related changes will be recorded in the period such a determination is made. 30 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited (9) Debt (in millions) September 30, 2024 December 31, 2023 Unsecured credit facilities $ 2,735 $ 3,080 Unsecured notes 1,734 1,708 Secured debt 524 4,193 Unsecured term loans 21 28 Total debt 5,014 9,009 Less current portion long-term debt ( 39 ) ( 24 ) Less deferred financing costs ( 18 ) ( 23 ) Less below-market debt ( 5 ) ( 6 ) Plus above-market debt 3 2 Total long-term debt, net $ 4,955 $ 8,958 (a) Unsecured Credit Facilities As of September 30, 2024 and December 31, 2023, the Company had an outstanding balance on Unsecured Credit Facilities of $ 2,735 million and $ 3,080 million, respectively, inclusive of the following debt instruments: i. Credit Agreement - Revolving Credit Facility and Term Loan A On December 22, 2020, the Company entered into a revolving credit and term loan agreement (collectively, the “Credit Agreement”) consisting of a multi-currency revolving credit facility (the “Revolving Credit Facility” or “RCF”) and a U.S. dollar (“USD”) denominated term loan (the “Term Loan A” or “TLA”) with various lenders. The Revolving Credit Facility and Term Loan A had an original maturity of December 22, 2024 and December 22, 2025, respectively. The Credit Agreement became unsecured with an amendment on August 20, 2021. Effective February 15, 2024, the Company amended and restated the Credit Agreement, increasing the Company’s borrowing capacity under the existing Revo lving Credit Facility from $ 2,625 million to $ 3,500 million. The amendment also resulted in a pay down of $ 875 million on the Term Loan A using funds available on the Revolving Credit Facility. After the amendment, the remaining outstanding balance on the Term Loan A is $ 1,000 million. Additionally, the amendment gives the Company the right to increase the size of the existing Term Loan A, add one or more incremental term loans, and/or increase commitments under the Revolving Credit Facility, up to $ 500 million, which would increase the total aggregate commitment amount of the existing Credit Agreement to $ 5,000 million. The amended maturity dates for the Revolving Credit Facility and Term Loan A are February 15, 2028 and February 15, 2029, respectively. Under the terms of the Credit Agreement, the Revolving Credit Facility may be extended through two six-month extension options that can be exercised if certain conditions are met. In connection with the February 2024 refinancing of the Credit Agreement, the Company incurred total fees and expenses of $ 34 million, of which $ 31 million was capitalized as deferred financing costs, $ 2 million was recognized as an immediate loss on extinguishment of debt, and $ 1 million was recognized in General and administrative expense as third-party costs related to a debt modification. Of the capitalized $ 31 million in deferred financing costs, $ 26 million related to the Revolving Credit Facility and $ 5 million related to the Term Loan A, which are presented in Other assets and Long-term debt, net, respectively, in the condensed consolidated balance sheets. In addition, the Company recognized an additional $ 5 million in loss on extinguishment of debt related to unamortized deferred financing costs for the portions of the Credit Agreement determined to be extinguished. 31 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited The following table provides the details of the Credit Agreement: September 30, 2024 December 31, 2023 (in millions) Contractual Interest Rate (1) Borrowing Currency Carrying Amount (USD) Contractual Interest Rate (1) Borrowing Currency Carrying Amount (USD) Term Loan A USD SOFR+ 0.93 % 1,000 $ 1,000 SOFR+ 1.60 % 1,875 $ 1,875 Revolving Credit Facility USD SOFR+ 0.93 % 1,500 1,500 SOFR+ 1.60 % 315 315 AUD BBSW+ 0.93 % 117 81 BBSW+ 1.60 % 349 238 NZD BKBM+ 0.93 % 92 58 BKBM+ 1.60 % 62 39 DKK CIBOR+ 0.93 % 287 43 CIBOR+ 1.60 % 498 74 CAD CDOR+ 0.93 % 45 33 CDOR+ 1.60 % 448 338 EUR EURIBOR+ 0.93 % 13 15 EURIBOR+ 1.60 % 175 193 NOK NIBOR+ 0.93 % 50 5 NIBOR+ 1.60 % 86 8 Total Revolving Credit Facility $ 1,735 $ 1,205 1 SOFR = for purpose of the above instruments, the term “SOFR” refers to the Term Secured Overnight Financing Rate plus 0.1 % (or “Adjusted Term SOFR”), CDOR = Canadian Dollar Offered Rate, BBSW = Bank Bill Swap Rate, EURIBOR = Euro Interbank Offered Rate, CIBOR = Copenhagen Interbank Offered Rate, NIBOR = Norwegian Interbank Offered Rate, BKBM = Bank Bill Reference Rate There were $ 66 million in letters of credit issued on the Company’s Revolving Credit Facility as of September 30, 2024 and $ 67 million as of December 31, 2023. Under the Credit Agreement, the Company has the ability to issue up to $ 100 million as letters of credit. On June 25, 2024, the Company amended the Credit Agreement to include two new syndicate lenders. Apart from the addition of these lenders, there were no significant changes to the total loan amounts, terms, or conditions of the Credit Agreement. On July 30, 2024, Moody’s Ratings assigned a first-time Baa2 issuer rating to the Company, with a stable outlook. On August 6, 2024, Fitch Ratings assigned a first-time BBB+ issuer rating to the Company, with a stable outlook. These assigned ratings qualified as an investment grade rating event under the terms of the Credit Agreement and allowed the Company to elect the contractual interest rate margin to be based on the Company’s debt rating instead of the total leverage ratio, effective August 1, 2024, which reduced the RCF and TLA interest rate to Adjusted Term SOFR + 1.05 %. Upon receipt of the Fitch Rating, the RCF and TLA interest rate was further reduced to Adjusted Term SOFR + 0.93 %. ii. Delayed-draw term loan facility On February 15, 2024, the Company entered into an unsecured delayed-draw term loan facility (“DDTL”) with a borrowing capacity of up to $ 2,400 million. The involved parties, in addition to the Company, included a syndicate of banks, financial institutions, and other entities, with notable participants being JPMorgan Chase Bank, N.A. (“JPMorgan”) also acting as the administrative agent, and Wells Fargo Securities LLC also acting as a syndication agent. On April 9, 2024, the Company drew $ 2,400 million under the DDTL and used the proceeds to pay off the remaining outstanding adjustable rate multi-property loan CMBS 4 (“CMBS 4”). Term loan borrowings under the DDTL facility bear interest at a rate per annum equal to Term SOFR plus 0.10 % (or “Adjusted Term SOFR”), plus the applicable margin of 1.60 % that is based on the Company’s total leverage ratio. Interest is payable in arrears on a quarterly basis. In addition, the DDTL facility is subject to a commitment fee of 0.20 % on the average daily unused amount of the facility commitment. 32 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited In connection with the execution of the DDTL, the Company incurred and capitalized fees and expenses of $ 9 million as deferred financing costs. The DDTL capitalized deferred financing costs are presented in Other assets in the condensed consolidated balance sheets. On July 26, 2024, the Company used a portion of the net proceeds from the IPO to repay in full the remaining outstanding DDTL principal balance of $ 2,400 million, along with $ 7 million in accrued interest and fees. Additionally, the Company recorded a $ 6 million loss on extinguishment of debt related to the write-off of unamortized deferred financing costs previously capitalized for the DDTL. (b) Unsecured Notes As of September 30, 2024 and December 31, 2023, the total balance of $ 1,734 million and $ 1,708 million, respectively, was comprised of a series of USD, Euro (“EUR”), and Great British pound (“GBP”) private placement financing instruments that are fixed-rate guaranteed, unsecured senior notes. The notes bear interest at rates between 0.89 % and 3.74 % and have maturities between August 2026 and August 2032. On September 19, 2024, the Company amended all of its outstanding unsecured senior notes. The amendment involved the removal of select note guarantors and the addition of new ones, including Lineage, Inc. As a result of the amendment, $ 1 million in lender financing fees were incurred and capitalized. Aside from these changes in note holders, there were no significant changes to the total loan amounts, terms, or conditions of the unsecured notes. (c) Secured Debt As of September 30, 2024, the total balance of $ 524 million was comprised of three secured promissory notes with MetLife Real Estate Lending LLC (the “Metlife Real Estate Notes”) totaling $ 472 million (due in 2026, 2028, and 2029) and $ 52 million of other fixed-rate real estate and equipment secured financing agreements with various lenders maturing between 2024 and 2044. As of December 31, 2023, the total balance of $ 4,193 million was comprised of CMBS 4 in the amount of $ 2,344 million, an adjustable rate multi-property loan agreement CMBS 5 (“CMBS 5”) loan in the amount of $ 1,298 million, the MetLife Real Estate Notes totaling $ 470 million, and $ 81 million of other fixed-rate real estate and equipment secured financing agreements with various lenders maturing between 2024 and 2044. These debt instruments are secured by various other assets specific to the underlying agreement. During 2024, the Company had the following secured debt pay down and refinancing arrangements: i. Adjustable rate multi-property loan CMBS 4 On May 9, 2019, the Company entered into CMBS 4 with Column Financial, Inc., Bank of America, N.A., and Morgan Stanley Bank, N.A. in the aggregate amount of $ 2,350 million. On April 9, 2024, the Company fully paid the remaining outstanding CMBS 4 principal balance of $ 2,344 million, along with $ 14 million in accrued interest and fees. ii. Adjustable rate multi-property loan CMBS 5 On October 21, 2020, the Company entered into CMBS 5 with Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., and JPMorgan Chase Bank, N.A. in the aggregate amount of $ 1,320 million. On August 9, 2024, the Company fully paid the remaining outstanding CMBS 5 principal balance of $ 1,298 million, along with $ 8 million in accrued interest and fees. As a result of the full repayment, the Company recorded a $ 4 million loss on extinguishment of debt related to the write-off of unamortized deferred financing costs previously capitalized for the CMBS 5 loan. iii. MetLife Real Estate Lending LLC - Cool Port Oakland On March 25, 2019, the Company entered into a loan agreement with MetLife Real Estate Lending LLC in the amount of $ 81 million. 33 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited On February 6, 2024, the Company entered into a new $ 81 million loan agreement with MetLife Real Estate Lending LLC, designed as a refinancing arrangement, with a maturity date of March 5, 2029. This agreement enabled the company to fully pay the outstanding balloon payment of $ 77 million associated with the previous loan due to mature in March 2024. After the repayment, debt issuance fees, and other closing costs, the Company received net cash proceeds of $ 4 million. The loan bears interest at SOFR plus a spread of 1.77 % per annum. In addition, the agreement mandates monthly interest-only payments with a balloon repayment of the outstanding principal amount due upon maturity. As a result of the financing, the Company capitalized $ 1 million of incurred fees and expenses as deferred financing costs. iv. Wilmington Trust, National Association Loan On September 18, 2019, the Company assumed a loan with Wilmington Trust, N. A. in the amount of $ 26 million. The borrowing bears interest at a fixed rate of 4.45 %. The Company is required to make monthly principal and interest payments. The loan matures on September 1, 2044, with early payment permitted beginning on June 1, 2024. On September 3, 2024, the Company fully paid the remaining outstanding principal balance of $ 24 million. (d) Unsecured term loans As of September 30, 2024 and December 31, 2023, the total balance of $ 21 million and $ 28 million, respectively, was comprised of euro denominated borrowings the Company assumed as part of the Transportes Fuentes Group acquisition. (e) Deferred financing costs During the three and nine months ended September 30, 2024, the Company recognized amortization of deferred financing costs recorded to Interest expense, net of $ 5 million and $ 16 million, respectively. During the three and nine months ended September 30, 2023, the Company recognized amortization of deferred financing costs recorded to Interest expense, net of $ 4 million and $ 14 million, respectively. As of September 30, 2024 and December 31, 2023 , the amount of unamortized deferred financing costs in Long-term debt, net within the condensed consolidated balance sheets was $ 18 million and $ 23 million, respectively. As of September 30, 2024 and December 31, 2023 , the amount of unamortized deferred financing costs in Other assets in the condensed consolidated balance sheets was $ 30 million and $ 9 million, respectively. (10) Derivative instruments and hedging activities (a) Risk management objective of using derivatives The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, foreign currency, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and with the use of derivative financial instruments. (b) Cash flow hedges of interest rate and foreign currency risk The Company’s objectives in using interest rate derivatives are to manage its exposure to interest rate movements and to mitigate the potential volatility to interest expense. To accomplish this objective, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for a premium. The Company’s designated interest rate swaps and caps hedge variable-rate interest payments using a first payments approach. The first payments approach allows an entity to hedge interest payments on a designated principal amount, rather than a specific, named debt issuance. Refer to Note 9, Debt for additional information. 34 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited In addition, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future cash amounts due to changes in foreign currency rates. (c) Designated hedges As of September 30, 2024, the Company had the following outstanding interest rate and foreign currency derivatives that were designated as cash flow hedging instruments: Number of Instruments Notional (in millions) Interest rate derivatives: Interest rate swap 3 USD 1,000 Interest rate cap 3 USD 1,500 Total 6 USD 2,500 (in millions) Buy Notional Sell Notional Foreign currency derivatives: Buy EUR/Sell GBP forward EUR 39 GBP 33 Buy USD/Sell GBP forward USD 4 GBP 3 The tables below presents the effect of the Company’s derivatives that are designated as hedging instruments on the accompanying condensed consolidated statements of operations and comprehensive income (loss) (in millions). Derivatives in Cash Flow Hedging Relationships Amount of Gain (Loss) Recognized in OCI on Derivatives Location of Gain (Loss) Reclassified from Accumulated OCI into Earnings Amount of Gain (Loss) Reclassified from Accumulated OCI into Earnings Three Months Ended September 30, Three Months Ended September 30, 2024 2023 2024 2023 Included in effectiveness testing: Interest rate contracts $ ( 26 ) $ 24 Interest expense, net $ 26 $ 32 Foreign exchange contracts ( 1 ) — Gain (loss) on foreign currency transactions, net — — Excluded from effectiveness testing and recognized in earnings based on an amortization approach: Interest rate contracts 1 ( 3 ) Interest expense, net — — Total $ ( 26 ) $ 21 $ 26 $ 32 35 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited Derivatives in Cash Flow Hedging Relationships Amount of Gain (Loss) Recognized in OCI on Derivatives Amount of Gain (Loss) Reclassified from Accumulated OCI into Earnings Amount of Gain (Loss) Reclassified from Accumulated OCI into Earnings Nine Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Included in effectiveness testing: Interest rate contracts $ 17 $ 63 Interest expense, net $ 77 $ 87 Foreign exchange contracts ( 2 ) ( 1 ) Gain (loss) on foreign currency transactions, net ( 1 ) — Excluded from effectiveness testing and recognized in earnings based on an amortization approach: Interest rate contracts ( 2 ) ( 7 ) Interest expense, net ( 1 ) ( 1 ) Total $ 13 $ 55 $ 75 $ 86 The estimated net amount of existing gains (losses) that are reported in Accumulated other comprehensive income (loss) as of September 30, 2024 that is expected to be reclassified into earnings within the next 12 months is $ 70 million. (d) Non-designated hedges As of September 30, 2024, the Company had the following outstanding derivatives that were not designated as hedging instruments: Number of Instruments Notional (in millions) Interest Rate Derivatives Interest rate cap 7 USD 1,320 The notional value of the Company’s non-designated foreign currency derivatives is immaterial . During the three and nine months ended September 30, 2024, the Company recognized nominal earnings on non-designated interest rate derivatives. During the three and nine months ended September 30, 2023, the Company recognized in Interest expense, net, $( 2 ) million and $ 1 million, respectively, of gain (loss) on non-designated interest rate derivative contracts. 36 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited The table below presents the fair value of the Company’s derivative financial instruments as well as their classification in the condensed consolidated balance sheets as of: (in millions) September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023 Derivatives designated as hedging instruments Balance sheet location Other assets Other assets Other liabilities Other liabilities Interest rate contracts $ 73 $ 135 $ — $ — Foreign exchange contracts — — ( 1 ) — Total $ 73 $ 135 $ ( 1 ) $ — Derivatives NOT designated as hedging instruments Balance sheet location Other assets Other assets Other liabilities Other liabilities Interest rate contracts $ — $ 3 $ — $ — Foreign exchange contracts 1 — ( 1 ) ( 1 ) Total $ 1 $ 3 $ ( 1 ) $ ( 1 ) Refer to Note 12, Fair value measurements for further information on the valuation of the Company’s derivatives. (11) Interest expense Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2024 2023 2024 2023 Interest expense $ 87 $ 131 $ 367 $ 372 (Gain) loss on designated and non-designated hedge instruments ( 26 ) ( 30 ) ( 76 ) ( 87 ) Finance lease liabilities interest 23 22 69 68 Amortization of deferred financing costs 5 4 16 14 Capitalized interest ( 2 ) ( 3 ) ( 6 ) ( 11 ) Interest income ( 7 ) — ( 9 ) ( 4 ) Other financing fees 2 2 8 5 Interest expense, net $ 82 $ 126 $ 369 $ 357 (12) Fair value measurements As of September 30, 2024 and December 31, 2023, the carrying amount of certain financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities, were representative of their fair values due to the short-term maturity of these instruments. The hierarchy for inputs used in measuring fair value is as follows: Level 1 – Inputs represent unadjusted quoted prices for identical assets or liabilities exchanged in active markets. Level 2 – Inputs include directly or indirectly observable inputs (other than Level 1 inputs), such as quoted prices for similar assets or liabilities exchanged in active or inactive markets, quoted prices for identical assets or liabilities exchanged in inactive markets, other inputs that may be considered in fair value determinations of these assets or liabilities, such as interest rates and yield curves, volatilities, prepayment speeds, loss severities, credit risks, and default rates, and inputs that are derived principally from or corroborated by observable market data by correlation or other 37 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited means. Pricing evaluations generally reflect discounted expected future cash flows, which incorporate yield curves for instruments with similar characteristics, such as credit ratings, estimated durations, and yields for other instruments of the issuer or entities in the same industry sector. Level 3 – Inputs include unobservable inputs used in the measurement of assets and liabilities. Management is required to use its own assumptions regarding unobservable inputs because there is little, if any, market activity in the assets or liabilities and it may be unable to corroborate the related observable inputs. Unobservable inputs require management to make certain projections and assumptions about the information that would be used by market participants in valuing assets or liabilities. The following table presents the fair value hierarchy levels of the Company’s assets and liabilities measured at fair value: (in millions) Fair Value Hierarchy September 30, 2024 December 31, 2023 Measured at fair value on a recurring basis: Interest rate derivative financial instruments assets Level 2 $ 73 $ 138 Foreign exchange forward contracts assets Level 2 $ 1 $ — Foreign exchange forward contracts liabilities Level 2 $ 2 $ 1 Acquisition related contingent consideration Level 3 $ 15 $ 5 Put options (see Note 2, Capital structure and noncontrolling interests ) Level 3 $ 107 $ — Measured at fair value on a non-recurring basis: Other investments (included in Other assets) 1 Level 3 $ 14 $ 12 Disclosed at fair value: Long-term debt 2 Level 3 $ 4,830 $ 8,768 __________________ (1) The investments in equity securities carried at fair value are subject to transfer restrictions and generally cannot be sold without consent. (2) The carrying value of long-term debt is disclosed in Note 9, Debt . The Company is required to measure certain assets and liabilities at estimated fair value from time to time. These fair value measurements typically result from the application of specific accounting pronouncements under GAAP and are considered non-recurring fair value measurements. In accordance with GAAP, the Company has elected to remeasure investments without readily determinable fair values only when an observable transaction occurs for an identical or similar investment of the same issuer. During the nine months ended September 30, 2024, the Company recorded non-recurring fair value adjustments related to certain other investments without readily determinable fair values totaling $ 1 million, which is included within Other nonoperating income (expense), net in the condensed consolidated statements of operations and comprehensive income (loss). No such transactions were observed during the three months ended September 30, 2024, or during the three and nine months ended September 30, 2023. The Company’s long-term debt is reported at the aggregate principal amount less unamortized deferred financing costs and any above or below market adjustments (as required in purchase accounting) in the accompanying condensed consolidated balance sheets. For instruments with no prepayment option, the fair value is estimated utilizing a discounted cash flow model where the contractual cash flows (i.e., coupon and principal repayments) were discounted at a risk-adjusted yield reflective of both the time value of money and the credit risk inherent in each instrument. For instruments that include a prior-to-maturity prepayment option, the fair value is estimated using a Black-Derman-Toy lattice model. The inputs used to estimate the fair value of the Company’s debt instruments are comprised of Level 2 inputs, including risk-free interest rates, credit ratings, and financial metrics for comparable publicly listed companies, and Level 3 inputs, 38 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited such as risk-adjusted credit spreads based on adjusted yields implied at issuance, and yield volatility (used for instruments with a prepayment option). (13) Leases The Company leases real estate, most significantly warehouses for use in operations, as well as equipment for use within owned and leased warehouses. The Company also leases vehicles, trailers and other equipment. The Company has not pledged any assets as collateral related to the Company’s existing leases as of September 30, 2024 and December 31, 2023. Right-of-use asset balances are as follows: (in millions) September 30, 2024 December 31, 2023 Finance lease right-of-use assets $ 1,743 $ 1,608 Less: accumulated amortization ( 438 ) ( 365 ) Finance lease right-of-use assets, net $ 1,305 $ 1,243 Operating lease right-of-use assets $ 854 $ 892 Less: accumulated amortization ( 195 ) ( 168 ) Operating lease right-of-use assets, net $ 659 $ 724 Lease liabilities are presented in the following line items in the condensed consolidated balance sheets: September 30, 2024 December 31, 2023 (in millions) Finance Leases Operating Leases Finance Leases Operating Leases Accounts payable and accrued liabilities $ 166 $ 52 $ 76 $ 60 Long-term finance lease obligations 1,296 — 1,305 — Long-term operating lease obligations — 632 — 692 Total lease obligations $ 1,462 $ 684 $ 1,381 $ 752 Future minimum lease payments for each of the next five years and thereafter as of September 30, 2024 are as follows (in millions): Years Ending December 31: Finance Leases Operating Leases 2024 (three months remaining) $ 45 $ 24 2025 253 94 2026 161 91 2027 155 89 2028 146 80 2029 and thereafter 1,706 763 Total lease payments 2,466 1,141 Less imputed interest ( 1,004 ) ( 457 ) Total lease obligations $ 1,462 $ 684 39 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited Supplemental condensed consolidated balance sheet information related to leases is as follows: September 30, December 31, 2024 2023 Weighted average remaining lease term (in years): Finance 14.8 16.5 Operating 16.0 15.9 Weighted average discount rate: Finance 6.8 % 6.8 % Operating 6.5 % 6.5 % The components of lease expense are as follows: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2024 2023 2024 2023 Finance lease cost: Amortization of ROU assets $ 26 $ 23 $ 74 $ 69 Interest on lease liabilities 23 22 69 68 Operating lease cost 29 28 87 85 Variable & short-term lease cost 10 7 29 19 Sublease income ( 5 ) ( 2 ) ( 16 ) ( 7 ) Total lease cost $ 83 $ 78 $ 243 $ 234 Supplemental cash flow information related to leases is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2024 2023 2024 2023 Cash paid for amounts included in the measurement of lease liability Operating cash flows from finance leases $ 22 $ 22 $ 68 $ 67 Finance cash flows from finance leases $ 19 $ 15 $ 51 $ 40 Operating cash flows from operating leases $ 26 $ 24 $ 76 $ 72 ROU assets obtained in exchange for lease obligations (excluding the effect of acquisitions) Finance leases $ 8 $ 6 $ 45 $ 9 Operating leases $ 6 $ — $ 18 $ 73 Houston, Texas purchase option On September 27, 2024, the Company provided notice to the lessor of its intention to exercise a purchase option contained in the lease agreement, which consequently became reasonably certain of exercise. This resulted in a reclassification from operating lease obligations to finance lease obligations of $ 44 million and an additional finance lease obligation of $ 45 million, for a total finance lease obligation of $ 89 million. The reassessment of the purchase option also resulted in a reclassification of $ 45 million of Operating lease right-of-use assets to Finance lease right-of-use-assets and an additional recording of $ 45 million of Finance lease right-of-use-assets for a total $ 90 million Finance 40 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited lease right-of-use-assets. The purchase option is expected to be executed in April 2025 for $ 90 million, of which $ 1 million is expected to be paid in 2024 as an earnest money deposit. (14) Other long-term liabilities (in millions) September 30, 2024 December 31, 2023 Kloosterboer Preference Shares $ 261 $ — Sale leaseback financing obligations 67 70 Workers' compensation reserves (see Note 17, Commitments and contingencies ) 31 25 Tax reserves 33 31 Other liabilities 42 33 Total other long-term liabilities $ 434 $ 159 Kloosterboer Preference Shares As discussed in Note 2, Capital structure and noncontrolling interests , upon the completion of the IPO, the Preference Shares became mandatorily redeemable financial instruments and were reclassified to Other long-term liabilities. On October 1, 2026, all outstanding Preference Shares, including all unpaid accrued preferential dividends, shall be mandatorily redeemed in exchange for cash or a variable number of shares of the Company’s common stock. To the extent the Co-Investor elects to receive shares of the Company’s common stock, the number of variable shares would be based on the volume weighted average price of the Company’s common stock on the business day immediately prior to the redemption date. The Co-Investor continues to have an annual redemption right which would require the Company to redeem all, or a portion of, the outstanding Preference Shares, including all related unpaid, accrued preferential dividends in cash. Assuming the Co-Investor does not exercise its early redemption options, the maximum economic payout in order to redeem the Kloosterboer Preference Shares, including all unpaid accrued preferential dividends on October 1, 2026, would be € 260 million . The Company’s initial recording of the Kloosterboer Preference Shares liability was at a fair value of $ 251 million. The initial fair value was determined utilizing a Black-Derman-Toy lattice model, which takes into consideration the Co-Investor’s annual early redemption options and a credit-adjusted discount rate. The difference of $ 20 million between the then carrying value of the redeemable noncontrolling interest and the fair value upon reclassification was recorded as an adjustment to Additional paid-in capital - common stock in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity. Subsequent to the reclassification, the liability will be accreted up to the October 1, 2026 redemption value using an effective interest method. During the three months ended September 30, 2024, the Company recognized $ 2.0 million of related expense within Interest expense, net in the accompanying condensed consolidated statements of operations and comprehensive income (loss). (15) Stock-based compensation Amended and Restated Lineage 2024 Incentive Award Plan The Lineage 2024 Incentive Award Plan (“Pre-IPO Incentive Award Plan”) was adopted by the Company in April 2024. In July 2024, the Pre-IPO Incentive Award Plan was amended and restated, creating the Amended and Restated Lineage 2024 Incentive Award Plan (the “2024 Plan”). The 2024 Plan is administered by certain committees of the Board (the “Plan Administrator”) and provides for the award of RSUs, performance share awards, LTIP Units, stock options, stock appreciation rights, restricted stock, stock payments, dividend equivalents, and other incentive awards, each as defined in the 2024 Plan, to eligible employees, consultants, and members of the Board (collectively, “Plan participants”). The Pre-IPO Incentive Award Plan provided for the same types of awards as the 2024 Plan. 41 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited The maximum number of shares of common stock which could be issued under the Pre-IPO Incentive Award Plan was 1,000,000 , which increased to 12,500,000 under the 2024 Plan. The maximum amount of shares that may be issued under the 2024 Plan is subject to an annual increase on the first day of each calendar year beginning January 1, 2025 and ending on and including January 1, 2034. The annual increase is equal to 1 % of the sum of (i) the aggregate outstanding number of shares of Lineage, Inc. common stock, (ii) the aggregate number of partnership common units (other than partnership common units that are held by the Company and other than any partnership common units resulting from the conversion of LTIP Units), (iii) the aggregate number of OPEUs, and (iv) the aggregate number of Legacy OP Units, in each case, outstanding on the last day of the immediately preceding calendar year, or any smaller number of shares as determined by the Board. Each LTIP Unit counts as one share of common stock for the purpose of calculating the aggregate number of shares of common stock available for issuance under the 2024 Plan. (a) Restricted stock units Certain Plan participants were granted awards of RSUs covering shares of the Company’s common stock. Certain RSUs contain only a service vesting condition (“time-based RSUs”) and certain RSUs contain vesting conditions based on service, Company performance, and market performance (“performance-based RSUs”). Each RSU was granted in tandem with corresponding dividend equivalents. All such RSUs accrue dividend equivalents associated with the underlying stock as the Company declares dividends during the vesting period associated with the RSU. Dividend equivalents will generally be paid in cash to holders of RSUs upon the vesting of the associated RSU and will be forfeited if the RSU does not vest. Time-based RSUs vest in equal annual installments over a one to three-year time period provided that the recipient continues to provide services to the Company through the applicable vesting date, subject to acceleration of vesting in the event of the recipient’s termination of employment due to his or her death, disability, retirement, termination by the Company without cause, termination by the recipient for good reason, a non-renewal of the recipient’s employment agreement by the Company, or a family disability, (each as defined in the applicable RSU award agreement), as applicable (a “Qualifying Termination”). The Company measures time-based RSUs granted under the 2024 Plan at grant date fair value based on the closing market price of shares of Lineage, Inc. common stock. The Company measured time-based RSUs granted under the Pre-IPO Incentive Award Plan at grant date fair value based on the price of units issued to third-party investors in arms’ length transactions in connection with BGLH and Operating Partnership capital raising activities. The Company recognizes stock-based compensation expense for time-based RSUs over the applicable vesting term. Certain time-based RSUs were granted as replacements for unvested Management Profits Interests Class C units, and the stock-based compensation expense associated with these replacement awards includes the unrecognized stock-based compensation expense associated with the replaced awards. Subject to the recipient’s continued status as a service provider throughout the performance period, performance-based RSUs vest based on the Company’s performance during an approximately three year performance period, commencing on January 1st of the grant year (or the date of the IPO for the Relative TSR metric discussed below) and ending on December 31st of the third year (or, if earlier, the date on which a change in control of the Company occurs, if applicable). The number of performance-based RSUs that vest will range from 0 % to 200 % of the total number of performance-based RSUs granted, based on the attainment of the following metrics over the applicable performance period: – Adjusted Funds from Operations per Share (“AFFO per share”) over the performance period; – Same Warehouse NOI Growth (“SS NOI Growth”) over the performance period; and – The total shareholder return of Lineage, Inc. common stock (“TSR”) relative to the S&P 500 Index (“Relative TSR”) over the performance period. All earned performance-based RSUs will vest in full upon completion of the performance period, subject to continued service, with the number of vested performance-based RSUs to be determined by the Plan Administrator within 60 days of the completion of the performance period. Recipients of performance-based RSUs who do not remain a service provider for the full performance period but incur a Qualifying Termination will be eligible to vest in a number of 42 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited performance-based RSUs based on the proportion of the performance period for which they remained an active service provider. The Company measures performance-based RSUs at grant date fair value utilizing a Monte Carlo simulation to estimate the probability of the market vesting condition being satisfied. The Company’s achievement of the market vesting condition is contingent on its Relative TSR over the performance period. For each simulated path, the TSR is calculated at the end of the performance period and determines the vesting percentage based on achievement of the performance target. The fair value of the performance-based RSUs is the average discounted payout across all simulation paths. The Company forecasts the likelihood of achieving the predefined AFFO per share and SS NOI Growth targets for performance-based RSUs in order to calculate the expected performance-based RSUs that will become vested. The Company recognizes stock-based compensation expense based on either the forecasted performance-based RSUs that will become vested (during the performance period) or the actual performance-based RSUs that become vested (at the completion of the performance period). The following represents a summary of these RSUs: Time-based RSUs Weighted average grant date fair value per unit Performance-based RSUs Weighted average grant date fair value per unit Unvested as of December 31, 2023 — $ — — $ — Awards granted in 2024 1,529,791 84.88 129,856 89.85 Awards vested in 2024 ( 3,454 ) 96.50 — — Awards forfeited in 2024 ( 14,095 ) 84.88 — — Unvested as of September 30, 2024 1,512,242 $ 84.85 129,856 $ 89.85 Stock-based compensation expense related to time-based RSUs for the three and nine months ended September 30, 2024 was $ 13 million and $ 14 million, respectively. There was no stock-based compensation expense related to time-based RSUs for the three and nine months ended September 30, 2023. As of September 30, 2024, there was $ 115 million of unrecognized stock-based compensation expense related to unvested time-based RSUs that is expected to be recognized over a weighted-average period of 1 years. Stock-based compensation expense related to performance-based RSUs for the three and nine months ended September 30, 2024 was less than $ 1 million. There was no stock-based compensation expense related to performance-based RSUs for the three and nine months ended September 30, 2023. As of September 30, 2024, there was $ 11 million of unrecognized stock-based compensation expense related to unvested performance-based RSUs that is expected to be recognized over a weighted-average period of 2 years. (b) LTIP Units Certain Plan participants were granted interests in the Operating Partnership in the form of LTIP Units. LTIP Units are a class of partnership interests in the Operating Partnership which may be issued to eligible Plan participants for the performance of services to or for benefit of the Company and Operating Partnership. Certain LTIP Units contain only a service vesting condition (“time-based LTIP Units”) and certain LTIP Units contain vesting conditions based on service, Company performance, and market performance (“performance-based LTIP Units”). Further description of LTIP Units is available in Note 2 , Capital structure and noncontrolling interests . During their vesting period, time-based LTIP Units have full distribution rights to receive any distributions declared by the Operating Partnership in cash. During the performance period, holders of performance-based LTIP Units are entitled to receive 10 % of all distributions declared by the Operating Partnership in cash. Performance-based LTIP Units are granted in tandem with certain distribution equivalent units which, to the extent that the applicable performance conditions are satisfied, will vest in an amount having a value equal to the excess of all distribution payments that would 43 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited have been made by the Operating Partnership on such units during the performance period over the amount received in cash, adjusted by the rate of return on shares of Lineage, Inc. common stock as if the distribution payments were invested in Lineage, Inc. common stock between the distribution date and the completion of the performance period. Time-based LTIP Units vest in equal annual installments over a three year period provided that the recipient continues to provide services to the Company through the applicable vesting date, subject to acceleration of vesting in the event the recipient incurs a Qualifying Termination. The Company measures these time-based LTIP Units at grant date fair value based on the closing market price of shares of Lineage, Inc. common stock on the grant date. The Company recognizes stock-based compensation expense for time-based LTIP Units over the applicable vesting term. Certain time-based LTIP Units were granted as replacements for unvested Management Profits Interests Class C units, and the stock-based compensation expense associated with these replacement awards includes the unrecognized stock-based compensation expense associated with the replaced awards. Subject to the recipient’s continued status as a service provider throughout the performance period, performance-based LTIP Units vest based on the Company’s performance during an approximately three year performance period, commencing on January 1st of the grant year (or the date of the IPO for the Relative TSR metric) and ending on December 31st of the third year (or, if earlier, the date on which a change in control of the Company occurs, if applicable). The number of performance-based LTIP Units that vest will range from 0 % to 100 % of the total number of performance-based LTIP Units granted, based on the attainment of the following metrics, over the applicable performance period: – AFFO per share over the performance period; – SS NOI Growth over the performance period; and – Relative TSR over the performance period. All earned performance-based LTIP Units will vest in full upon completion of the performance period, subject to continued service, with the number of vested performance-based LTIP Units to be determined by the Plan Administrator within 60 days of the completion of the performance period. Performance-based LTIP Units held by recipients who do not remain a service provider for the full performance period but incur a Qualifying Termination will remain outstanding and be eligible to vest upon the completion of the performance period. The Company measures performance-based LTIP Units at grant date fair value utilizing a Monte Carlo simulation to estimate the probability of the market vesting condition being satisfied. The Company’s achievement of the market vesting condition is contingent on its Relative TSR over the performance period. For each simulated path, the TSR is calculated at the end of the performance period and determines the vesting percentage based on achievement of the performance target. The fair value of the performance-based LTIP Units is the average discounted payout across all simulation paths. The Company forecasts the likelihood of achieving the predefined AFFO per share and SS NOI Growth targets for performance-based LTIP Units in order to calculate the expected performance-based LTIP Units that will become vested. The Company recognizes stock-based compensation expense based on either the forecasted performance-based LTIP Units that will become vested (during the performance period) or the actual performance-based LTIP Units that become vested (at the completion of the performance period). 44 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited The following represents a summary of these LTIP Units: Time-based LTIP Units Weighted average grant date fair value per unit Performance-based LTIP Units Weighted average grant date fair value per unit Unvested as of December 31, 2023 — $ — — $ — Awards granted in 2024 1,218,732 87.86 1,776,421 89.85 Awards vested in 2024 — — — — Awards forfeited in 2024 — — — — Unvested as of September 30, 2024 1,218,732 $ 87.86 1,776,421 $ 89.85 Stock-based compensation expense related to time-based LTIP Units for the three and nine months ended September 30, 2024 was $ 10 million. There was no stock-based compensation expense related to time-based LTIP Units for the three and nine months ended September 30, 2023. As of September 30, 2024, there was $ 97 million of unrecognized stock-based compensation cost related to unvested time-based LTIP Units that is expected to be recognized over a weighted-average period of 2 years. Stock-based compensation expense related to performance-based LTIP Units for the three and nine months ended September 30, 2024 was $ 3 million. There was no stock-based compensation expense related to performance-based LTIP Units for the three and nine months ended September 30, 2023. As of September 30, 2024, there was $ 76 million of unrecognized stock-based compensation cost related to unvested performance-based LTIP Units that is expected to be recognized over a weighted-average period of 2 years. (c) Stock payment awards Certain Plan participants have been granted interests in the Company in the form of stock payment awards. Stock payment awards are fully vested shares of Lineage, Inc. common stock issued to Plan participants in exchange for services provided to the Company, or in settlement of other Company liabilities. The Company measures these stock payment awards at grant date fair value based on the closing market price of shares of Lineage, Inc. common stock. The Company recognizes stock-based compensation expense for stock payment awards as incurred. During the three and nine months ended September 30, 2024, 1,516,314 shares of Lineage, Inc. common stock were issued pursuant to stock payment awards under the 2024 Plan. Stock-based compensation expense related to stock payment awards for the three and nine months ended September 30, 2024 was $ 114 million. There was no stock-based compensation expense related to stock payment awards for the three and nine months ended September 30, 2023. During the three months ended September 30, 2024, the Company also issued stock payment awards totaling $ 15 million in settlement of awards that vested at IPO under the 2015 LVCP and 2021 LVCP, as described below. Legacy Stock-Based Compensation Plans The Legacy Stock-Based Compensation Plans were authorized prior to the Pre-IPO Incentive Award Plan. The Legacy Stock-Based Compensation Plans include BGLH Restricted Class B Units, Management Profits Interests Class C units, and LLH Value Creation Unit Plan units. (d) BGLH Restricted Class B Units Prior to the IPO, certain members of management and certain non-employee directors were granted interests in BGLH in the form of restricted Class B Units (“BGLH Restricted Units”). The Company fair valued these BGLH Restricted Units as of the grant date based on the price of substantially similar units issued to third-party investors in arms’ length transactions in connection with other BGLH capital raising activities. The Company recognized stock‑based compensation expense over the vesting term. In connection with the IPO and Formation Transactions, vesting for all 45 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited outstanding unvested BGLH Restricted Units was accelerated and all previously unrecognized stock-based compensation expense was recognized at that time. Stock-based compensation expense related to BGLH Restricted Units for the three and nine months ended September 30, 2024 was $ 5 million and $ 11 million, respectively. Stock-based compensation expense related to BGLH Restricted Units for the three and nine months ended September 30, 2023 was $ 4 million and $ 10 million, respectively. The following represents a summary of these units: Units Weighted average grant date fair value per unit Unvested as of December 31, 2023 151,200 $ 89.29 Awards granted in 2024 31,088 96.50 Awards vested in 2024 ( 182,288 ) 90.52 Unvested as of September 30, 2024 — $ — (e) Management Profits Interests Class C units LLH MGMT and LLH MGMT II interests were issued to certain members of management in the form of Management Profits Interests Class C units . These profits interests generally vested over a three to five year time period, with the number of units vested based partially on meeting certain financial targets of the Company or individual performance metrics. In connection with the IPO and Formation Transactions, all outstanding unvested Management Profits Interests Class C units were cancelled and replaced with time-based RSUs or time-based LTIP Units. All unrecognized stock-based compensation expense for the unvested Management Profits Interests Class C units will be recognized over the vesting term of the replacement awards, plus the incremental fair value of the replacement award. Stock-based compensation expense related to Management Profits Interests Class C units for the three and nine months ended September 30, 2024 was less than $ 1 million and $ 4 million, respectively. Stock-based compensation expense related to Management Profits Interests Class C units for the three and nine months ended September 30, 2023 was $ 4 million and $ 8 million, respectively. The following represents a summary of these units: Units Weighted average grant date fair value per unit Unvested as of December 31, 2023 6,695,123 $ 2.31 Awards granted in 2024 1,487,235 2.93 Awards vested in 2024 ( 3,094,024 ) 1.78 Awards forfeited in 2024 ( 147,976 ) 2.69 Awards cancelled and replaced in 2024 ( 4,940,358 ) 2.82 Unvested as of September 30, 2024 — $ — (f) LLH Value Creation Unit Plan units Certain employees were granted notional units under the LLH Value Creation Unit Plan (the “2015 LVCP”) in the form of appreciation rights that vested over a period of four years and upon the occurrence of a liquidity event. This plan covered awards from 2015 to 2020. A new LLH Value Creation Unit Plan was established in 2021 (the “2021 LVCP”) that generally provided for the grant of similar appreciation rights that were eligible to vest without the occurrence of a liquidity event if the Company achieved the target value as specified in the award agreements. Prior to the completion of the IPO, the Company considered the achievement of the vesting requirements for outstanding awards under the 2015 46 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited LVCP and 2021 LVCP to be improbable, and as such no compensation expense was recorded. Upon the completion of the IPO during the three months ended September 30, 2024, certain outstanding awards under the 2015 LVCP and 2021 LVCP vested and the Company recognized compensation expense and a corresponding liability of $ 26 million. This liability was settled during the three months ended September 30, 2024 by paying cash to certain holders of vested awards totaling $ 11 million and issuing stock payment awards to satisfy the Company’s remaining obligation, as described above. Certain outstanding awards under the 2015 LVCP and 2021 LVCP that, at the IPO, were not vested or did not have value to the holders of the awards were cancelled and replaced with time-based RSUs. No awards under the 2015 LVCP or 2021 LVCP remain outstanding as of September 30, 2024. The following table summarizes the Company’s stock-based compensation expense by line item in the accompanying condensed consolidated statements of operations and comprehensive income (loss): Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2024 2023 2024 2023 Cost of operations $ 1 $ — $ 1 $ — General and administrative expense 29 8 40 19 Acquisition, transaction, and other expense 130 — 130 — Total stock-based compensation expense $ 160 $ 8 $ 171 $ 19 (16) Related-party balances The Company pays Bay Grove Management a transition services fee and reimburses certain expenses pursuant to a transition services agreement which was executed during the three months ended September 30, 2024 and replaced a previously existing operating services agreement. Pursuant to the operating services agreement, Bay Grove Management provided certain management and operating services to the Company, and the Company is working with Bay Grove Management to internalize these services with Bay Grove Management’s assistance under the terms of the transition services agreement. During the three and nine months ended September 30, 2024, the Company recorded $ 3 million and $ 9 million of expenses in General and administrative expense for transition and operating services, respectively. During the three and nine months ended September 30, 2023, the Company recorded $ 3 million and $ 8 million in General and administrative expense for operating services, respectively. As of September 30, 2024 and December 31, 2023, $ 1 million and $ 3 million, respectively, in transition and operating services fees and expenses were owed to Bay Grove Management and are included in Accounts payable and accrued liabilities in the condensed consolidated balance sheets. As of September 30, 2024, the Company had no accrued distributions payable by the Operating Partnership to BG Cold in connection with Founders Equity Share or the related Advance Distribution, as further described in Note 2, Capital structure and noncontrolling interests . As of December 31, 2023, Accrued dividends and distributions in the condensed consolidated balance sheets included $ 11 million payable by the Operating Partnership to BG Cold in connection with Founders Equity Share. As of September 30, 2024 and December 31, 2023, Accrued dividends and distributions also included pro rata dividends declared to all equity holders, including related parties, as described in Note 2, Capital structure and noncontrolling interests . The Company owns an investment stake in suppliers that are accounted for under the equity method of accounting, creating related-party relationships. The Company incurred costs of $ 5 million and $ 8 million with these suppliers for the three and nine months ended September 30, 2024, respectively. The Company incurred costs of less than $ 1 million and $ 7 million with these suppliers for the three and nine months ended September 30, 2023, respectively. Accounts payable and accrued liabilities includes $ 1 million owed to these suppliers as of September 30, 2024 and $ 2 million owed to these suppliers as of December 31, 2023. 47 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited As of September 30, 2024 and December 31, 2023, the Company had related-party receivables with minority interest partners and equity method investees of $ 2 million and $ 6 million, respectively. Related-party receivables are included in Accounts receivable, net in the condensed consolidated balance sheets. As of September 30, 2024 and December 31, 2023, the Company had additional related-party payables of $ 2 million with minority interest partners. Related-party payables are included in Accounts payable and accrued liabilities in the condensed consolidated balance sheets. The Operating Partnership issued notes to certain individual BGLH investors and Non-Company LPs in order to fund certain investor transactions. These notes were repaid in full during the nine months ended September 30, 2024. As of December 31, 2023, these notes totaled $ 16 million. These notes receivable are included in Accounts receivable, net and Other assets in the condensed consolidated balance sheets. (17) Commitments and contingencies (a) Self‑insured risks The Company is self‑insured for workers’ compensation costs, with the Company’s workers’ compensation plan having an individual claim stop‑loss deductible of $ 1 million. Self‑insurance liabilities are determined by third-party actuaries. The Company has established restricted cash accounts with banks or directly with the insurers or letters of credit that are collateral for its self‑insured workers’ compensation obligations. The combined amount included in Accounts payable and accrued liabilities and Other long-term liabilities relating to workers’ compensation liabilities as of September 30, 2024 and December 31, 2023 was $ 48 million and $ 40 million, respectively. The liability represents the gross amount excluding amounts receivable from the insurers. The total included in Prepaid expenses and other current assets and Other assets related to the receivables from insurers as of September 30, 2024 and December 31, 2023 was $ 12 million and $ 11 million, respectively. The Company is also self‑insured for a portion of employee medical costs. The Company has a medical plan with a retained deductible. Medical self‑insurance liabilities are determined by third‑party actuaries. The total included in Accounts payable and accrued liabilities relating to medical liabilities as of September 30, 2024 and December 31, 2023 was $ 14 million and $ 15 million, respectively. (b) Legal and regulatory proceedings The Company, from time to time and in the normal course of business, is party to various claims, lawsuits, arbitrations, and regulatory actions (collectively, “Claims”). In particular, as the result of numerous ongoing construction activities, the Company may be a party to construction and/or contractor related liens and claims, including mechanic’s and materialmen’s liens. The Company is also party to various Claims relating to commercial disagreements with customers or suppliers. Additionally, given the Company’s substantial workforce, and, in particular, its warehouse related workforce, the Company is party to various labor and employment related Claims, including, without limitation, Claims related to workers’ compensation, wage and hour, discrimination, and related matters. Finally, given the Company’s business of warehousing refrigerated food products and its utilization of anhydrous ammonia for its refrigeration systems (a known hazardous material), the Company is subject to the jurisdiction of various U.S. regulatory agencies, including, without limitation, the Department of Agriculture, Food and Drug Administration, Environmental Protection Agency (“EPA”), Department of Justice, Occupational Safety and Health Administration, and various other agencies in the locations in which the Company operates. Management of the Company believes the ultimate resolution of these matters will not have a material adverse effect on the condensed consolidated financial statements. (c) Environmental matters The Company is subject to a wide range of environmental laws and regulations in each of the locations in which the Company operates. Compliance with these requirements can involve significant capital and operating costs. Failure to comply with these requirements can result in civil or criminal fines or sanctions, claims for environmental damages, remediation obligations, the revocation of environmental permits, or restrictions on the Company’s operations. The Company records accruals for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. The Company adjusts 48 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited these accruals periodically as assessment and remediation efforts progress or as additional technical or legal information become available. The Company has recorded nominal environmental liabilities in Accounts payable and accrued liabilities as of September 30, 2024 and December 31, 2023 . The Company believes it is in compliance with applicable environmental regulations in all material respects. Under various U.S. federal, state, and local environmental laws, a current or previous owner or operator of real estate may be liable for the entire cost of investigating, removing, and/or remediating hazardous or toxic substances on such property. Such laws often impose liability, whether or not the owner or operator knew of, or was responsible for, the contamination. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for the entire clean-up cost. There are no material unrecorded liabilities as of the periods ended September 30, 2024 and December 31, 2023. Most of the Company’s warehouses utilize anhydrous ammonia as a refrigerant. Anhydrous ammonia is classified as a hazardous chemical regulated by the EPA and various other agencies in the locations in which the Company op erates, and an accident or significant release of anhydrous ammonia from a warehouse could result in injuries, loss of life, and property damage. (d) Occupational Safety and Health Act (OSHA) The Company’s warehouses located in the U.S. are subject to regulation under OSHA, which requires employers to provide employees with an environment free from hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress, and unsanitary conditions. The cost of complying with OSHA and similar laws enacted by states and other jurisdictions in which the Company operates can be substantial, and any failure to comply with these regulations could expose the Company to substantial penalties and/or liabilities to employees who may be injured at the Company’s warehouses. The Company records accruals for OSHA matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. The Company believes that it is in compliance with all OSHA regulations in all material respects and that no material unrecorded liabilities exist as of September 30, 2024 and December 31, 2023. (e) Statesville, North Carolina On January 10, 2020, contractors and subcontractors were working on the blast cells at the Company’s freezer warehouse in Statesville, North Carolina when an incident occurred triggering the release of anhydrous ammonia at the facility, resulting in the death of a subcontractor and injury to another subcontractor, as well as damage to customers’ goods. The involved parties have resolved the matter for $ 6 million due to the Company related to various expenses incurred and paid for by the Company related to the incident. The parties executed a settlement agreement on or around October 23, 2024, and the settlement payment is expected to be received in the fourth quarter of 2024. The court has been notified of the settlement, and the Company expects to file a dismissal upon receipt of settlement funds. The Company believes the ultimate outcome of this matter will not have a material adverse impact on its condensed consolidated financial statements. No material costs have been incurred in relation to this matter. (f) Kennewick, Washington warehouse fire On April 21, 2024, a fire occurred at the Company’s warehouse in Kennewick, Washington, destroying the building and customer inventories. No employees or other parties were injured. The Company expects all repair, replacement, and clean-up costs to be covered by its insurance policies, excluding any deductibles and self-insured retentions. To date, the Company has not received any claims for customer inventories losses. During the three months ended September 30, 2024, the Company recorded a net gain of $ 5 million, consisting of insurance reimbursement of $ 18 million, net of $ 12 million of clean-up costs and the carrying value of the impaired assets of $ 1 million. During the nine months ended September 30, 2024, the Company recorded a net gain of $ 4 million, consisting of insurance reimbursement of $ 50 million, net of $ 21 million of clean-up costs and the carrying value of the impaired assets of $ 25 million. The net gain is presented in Restructuring, impairment, and (gain) loss on disposals in the Company’s condensed consolidated statements of operations and comprehensive income (loss). 49 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited (18) Accumulated other comprehensive income (loss) The Company reports activity in Accumulated other comprehensive income (loss) (“AOCI”) for foreign currency translation adjustments and unrealized gains and losses on interest rate and foreign currency hedges. Activity within AOCI was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2024 2023 2024 2023 Foreign currency translation adjustments: Balance at beginning of period $ ( 219 ) $ ( 180 ) $ ( 149 ) $ ( 227 ) Foreign currency translation adjustments 115 ( 78 ) 29 ( 29 ) Amounts allocated to Noncontrolling interests and Redeemable noncontrolling interests ( 13 ) 9 ( 3 ) 4 Reallocation due to change in Noncontrolling interest ownership percentage ( 1 ) — 5 3 Balance at end of period $ ( 118 ) $ ( 249 ) $ ( 118 ) $ ( 249 ) Derivatives: Balance at beginning of period $ 100 $ 172 $ 115 $ 190 Unrealized gain (loss) on foreign currency hedges and interest rate hedges ( 26 ) 21 13 55 Net amount reclassified from AOCI to net income (loss) ( 26 ) ( 32 ) ( 75 ) ( 86 ) Tax effect 6 1 6 2 Amounts allocated to Noncontrolling interests and Redeemable noncontrolling interests 5 1 6 3 Reallocation due to change in Noncontrolling interest ownership percentage 1 ( 1 ) ( 5 ) ( 2 ) Balance at end of period $ 60 $ 162 $ 60 $ 162 Accumulated other comprehensive income (loss) $ ( 58 ) $ ( 87 ) $ ( 58 ) $ ( 87 ) 50 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited (19) Earnings (loss) per share Basic EPS is calculated by dividing net income (loss) attributable to common stockholders of the Company by the weighted average common shares outstanding during the reporting period. Diluted EPS is calculated by dividing net income (loss) attributable to common stockholders of the Company by the weighted average common shares and common share equivalents outstanding during the reporting period. A reconciliation of the basic and diluted EPS is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in millions, except per share amounts) 2024 2023 2024 2023 Earnings (loss) per share - basic and diluted: Net income (loss) attributable to Lineage, Inc. $ ( 485 ) $ ( 39 ) $ ( 593 ) $ ( 26 ) Less: Accretion of redeemable noncontrolling interests 3 8 10 24 Less: Redeemable noncontrolling interest adjustment 4 ( 5 ) 8 ( 1 ) Less: Reclassification of the Preference Shares 20 — 20 — Net income (loss) attributable to common stockholders - basic and diluted $ ( 512 ) $ ( 42 ) $ ( 631 ) $ ( 49 ) Weighted average common shares outstanding - basic and diluted 210 162 178 162 Net income (loss) per share attributable to common stockholders - basic and diluted $ ( 2.44 ) $ ( 0.26 ) $ ( 3.54 ) $ ( 0.30 ) The Company’s potential dilutive securities have been excluded from the computation of diluted net earnings (loss) per share for the three and nine months ended September 30, 2024 and 2023, as they are antidilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net earnings (loss) per share attributable to common stockholders is the same. The Company’s potential common share equivalents as of September 30, 2024 and 2023 are as follows: • As described in Note 2, Capital structure and noncontrolling interests, Non-Company LPs who hold partnership common units have certain redemption rights which allow them to require the Operating Partnership to repurchase the partnership common units in exchange for cash or, at the option of the Company, shares of Lineage, Inc. common stock. Other classes of Operating Partnership and LLH equity interests held by Non-Company LPs and BG Maverick, including Legacy OP Units, LTIP Units, and OPEUs may also be exchanged for partnership common units at future dates. The shares of Lineage, Inc. common stock which could be issued in connection with a hypothetical repurchase of currently outstanding partnership common units or potentially outstanding partnership common units issued in exchange for Legacy OP Units, LTIP Units, and OPEUs represent potential common share equivalents. • The Company has issued certain Put Options and top-up rights as described in Note 2, Capital structure and noncontrolling interests. In accordance with ASC 260, Earnings per Share, the incremental shares associated with satisfaction of the Put Options utilizing proceeds of a hypothetical issuance of common shares at market prices represent potential common share equivalents. Payments of top-up rights in the form of shares of common stock would also represent potential common share equivalents. • As of March 1, 2025 the sellers of MTC Logistics may elect to receive any combination of cash or Operating Partnership units that equal the excess of $ 34 million over the fair market value of the units issued to the sellers 51 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited in the MTC Logistics acquisition. The Operating Partnership Units that could be issued in connection with this hypothetical election represent potential common share equivalents. • Prior to the completion of the IPO, the Preference Shares further described in Note 2, Capital structure and noncontrolling interests were convertible at the option of the Co-Investor to Operating Partnership interests or common stock of the Company, depending on whether or not certain events occurred. The Operating Partnership interests or common stock of the Company that could have been issued in connection with a hypothetical conversion represented potential common share equivalents for diluted EPS calculation for the three and nine months ended September 30, 2023. As described in Note 2, Capital structure and noncontrolling interests , the Co-Investor elected not to exercise their right to convert the Preference Shares, and the Co-Investor will now receive cash or a variable number of shares of the Company’s common stock on October 1, 2026. The Company’s common shares that could be issued to the Co-Investor in settlement of the Preference Shares represent potential common share equivalents. • As described in Note 15, Stock-based compensation , certain members of management were granted RSUs during the three and nine months ended September 30, 2024. RSUs that are unvested as of September 30, 2024 represent potential common share equivalents because upon vesting, the Company will issue common shares to the awardee. • As described in Note 15, Stock-based compensation , certain members of management and certain non-employees have been granted BGLH Restricted Units. BGLH Restricted Units that were unvested as of September 30, 2023 represented potential common share equivalents because upon vesting, the Company would have to issue common shares issued to BGLH. There were no unvested BGLH Restricted Units as of September 30, 2024. • As described in Note 15, Stock-based compensation , certain members of management have been granted Management Profits Interests Class C units in LLH MGMT and LLH MGMT II. These Class C Units in LLH MGMT and LLH MGMT II that were unvested as of September 30, 2023 represented potential common share equivalents because upon vesting, they would be able to share in the profits of the Company, as defined in the LLH MGMT and LLH MGMT II operating agreements. Because the Class C Units did not yet share in distributions, the potential units would not be allocated any undistributed earnings for basic and diluted EPS calculations. There were no unvested Class C Units as of September 30, 2024. 52 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited (20) Segment information Reportable Segments Information The Company’s business is organized into two reportable segments, Global Warehousing and Global Integrated Solutions. The following table presents segment revenues and segment net operating income (NOI), with a reconciliation to Net income (loss) before income taxes. All inter-segment transactions are not significant and have been eliminated in consolidation. Asset information by reportable segment is not presented, as the Company does not produce such information internally and the CODM does not use such information to manage the business. Capital expenditures for property, plant, and equipment presented below by segment are inclusive of purchases recorded in Accounts payable and accrued liabilities during each period . Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2024 2023 2024 2023 Global Warehousing revenues $ 972 $ 960 $ 2,907 $ 2,882 Global Integrated Solutions revenues 363 369 1,094 1,126 Total net revenues 1,335 1,329 4,001 4,008 Global Warehousing cost of operations 589 593 1,755 1,748 Global Integrated Solutions cost of operations 307 306 916 946 Total segment cost of operations 896 899 2,671 2,694 Stock-based compensation expense 1 — 1 — Total cost of operations 897 899 2,672 2,694 Global Warehousing NOI 383 367 1,152 1,134 Global Integrated Solutions NOI 56 63 178 180 Total segment NOI 439 430 1,330 1,314 Reconciling items: Stock-based compensation expense in cost of operations ( 1 ) — ( 1 ) — General and administrative expense ( 143 ) ( 122 ) ( 394 ) ( 361 ) Depreciation expense ( 156 ) ( 137 ) ( 478 ) ( 402 ) Amortization expense ( 54 ) ( 51 ) ( 162 ) ( 155 ) Acquisition, transaction, and other expense ( 592 ) ( 19 ) ( 612 ) ( 45 ) Restructuring, impairment, and gain (loss) on disposals ( 8 ) ( 4 ) ( 23 ) ( 11 ) Equity income (loss), net of tax — ( 2 ) ( 3 ) ( 2 ) Gain (loss) on foreign currency transactions, net 14 ( 5 ) 5 ( 9 ) Interest expense, net ( 82 ) ( 126 ) ( 369 ) ( 357 ) Gain (loss) on extinguishment of debt ( 6 ) — ( 13 ) — Other nonoperating income (expense), net 1 ( 19 ) 1 ( 19 ) Net income (loss) before income taxes $ ( 588 ) $ ( 55 ) $ ( 719 ) $ ( 47 ) Capital expenditures for property, plant, and equipment: Global Warehousing capital expenditures $ 137 $ 125 $ 375 $ 401 Global Integrated Solutions capital expenditures 6 15 26 64 Corporate capital expenditures 34 28 91 83 Total capital expenditures for property, plant, and equipment $ 177 $ 168 $ 492 $ 548 53 LINEAGE, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - Unaudited (21) Subsequent events On November 1, 2024, the Company, through an asset purchase agreement, acquired a warehouse and operating assets from ColdPoint Logistics Real Estate, LLC and ColdPoint Logistics Warehouse, LLC in Edgerton, Kansas, for the purchase price of $ 223 million. The facility provides temperature-controlled storage, handling, and other ancillary services. 54