FALSE000186815900018681592025-02-262025-02-26
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
February 26, 2025
Date of Report (date of earliest event reported)
___________________________________
Lineage, Inc.
(Exact name of registrant as specified in its charter)
___________________________________
| | | | | | | | |
Maryland (State or other jurisdiction of incorporation or organization) | 001-42191 (Commission File Number) | 82-1271188 (I.R.S. Employer Identification Number) |
46500 Humboldt Drive Novi, Michigan 48377 |
(Address of principal executive offices and zip code) |
(800) 678-7271 |
(Registrant's telephone number, including area code) |
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| | | | | | | | |
Securities registered pursuant to Section 12(b) of the Act: |
Title of each class | Trading Symbol | Name of each exchange on which registered |
Common stock, par value $0.01 per share | LINE | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 - Results of Operations and Financial Condition
On February 26, 2025, Lineage, Inc. (“Lineage”) issued an earnings release announcing its results for the quarter ended December 31, 2024. A copy of the Earnings Release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.
The information contained in this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01 - Regulation FD Disclosure
On February 26, 2025, in connection with the issuance of its earnings release noted above, Lineage has also made available on its website materials that contain supplemental information about its results for the quarter and year ended December 31, 2024 (“Earnings Presentation and Supplemental Financial Information”) and an Investor Presentation (“Investor Presentation February 2025”). A copy of the Earnings Presentation and Supplemental Financial Information is attached as Exhibit 99.2 and a copy of the Investor Presentation February 2025 is attached as Exhibit 99.3 to this current report on Form 8-K, and both are incorporated by reference herein.
The information contained in this Item 7.01, including Exhibit 99.2 and Exhibit 99.3, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act, or incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 - Financial Statements and Exhibits
(d): The following exhibits are being filed herewith:
| | | | | | | | |
Exhibit No. | | Description |
99.1 | | |
99.2 | | |
99.3 | | |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
Lineage, Inc. | | |
(Registrant) | | |
| | |
February 26, 2025 | | /s/ Robert Crisci |
Date | | (Signature) |
| | Robert Crisci |
| | Chief Financial Officer |
Lineage, Inc. Announces Full-Year 2024 Financial Results and Initiates 2025 Guidance
NOVI, Mich. – February 26, 2025 – Lineage, Inc. (NASDAQ: LINE) (the "Company"), the world’s largest global temperature-controlled warehouse REIT, today announced its financial results for the fourth quarter and full year of 2024.
Fourth-Quarter 2024 Financial Highlights
•Total revenue increased 0.4% to $1.3 billion
•GAAP net loss of ($80) million, or ($0.33) per diluted common share
•Adjusted EBITDA increased 9.8% to $335 million; adjusted EBITDA margin increased 210bps to 25.0%
•AFFO increased 147.7% to $213 million; AFFO per share increased 72.9% to $0.83
•Declared quarterly dividend of $0.5275 per share, representing annualized dividend rate of $2.11 per share
Full-Year 2024 Financial Highlights
•Total revenue of $5.3 billion, flat versus prior year
•GAAP net loss of ($751) million, or ($3.70) per diluted common share
•Adjusted EBITDA increased 4.0% to $1.3 billion; adjusted EBITDA margin increased 100bps to 24.9%
•AFFO increased 25.4% to $705 million; AFFO per share increased 6.5% to $3.29
"We are pleased to report a strong finish to 2024, with 10% growth in fourth-quarter adjusted EBITDA, capping a transformational year for our company," said Greg Lehmkuhl, president and chief executive officer of Lineage, Inc. "Our market leadership, network effects, and operational excellence enabled us to expand margins as well as grow adjusted EBITDA and AFFO per share in 2024. We want to thank our dedicated and talented team members for an outstanding year in a challenging environment.
"As we look ahead to 2025, we are well-positioned to expand our leadership position in the global food supply chain. We will continue to focus on providing world-class service to our customers, while working to continuously improve the efficiency of our operations. We believe our labor productivity, lean operations, and energy management initiatives, coupled with our innovative technology provide significant benefits to our customers and team members, while positioning Lineage for strong financial performance in all market environments.
"Furthermore, our investment grade balance sheet and financial outlook provides the capacity to deploy more than $1.5 billion of capital in 2025. We are poised to execute on our robust acquisition and development pipeline. With an exciting blend of internal and external growth opportunities, we believe we have never been better positioned to deliver compounding growth for our shareholders," concluded Lehmkuhl.
2025 Guidance
The Company expects full-year 2025 adjusted EBITDA $1.35 to $1.40 billion and Adjusted FFO ("AFFO") per share of $3.40 to $3.60. The Company's guidance excludes the impact of unannounced future acquisitions or developments.
Please refer to the Lineage's Earnings Presentation and Supplemental Information for additional details related to the Company's guidance.
Fourth-Quarter and Full-Year 2024 Financial Results Conference Call and Earnings Presentation with Supplemental
Please visit ir.lineage.com/events-and-presentations to view Lineage’s fourth-quarter and full-year 2024 Earnings Presentation and Supplemental Information.
Lineage will host a conference call and webcast today at 8:00 a.m. Eastern Time to discuss the company’s fourth-quarter and full-year 2024 financial results. Interested parties may listen by visiting the Lineage Investor Relations website at ir.onelineage.com. A replay of the webcast will be available for approximately one year on the Company's investor relations website.
About Lineage
Lineage, Inc. (NASDAQ: LINE) is the world’s largest global temperature-controlled warehouse REIT with a network of over 485 strategically located facilities totaling approximately 86 million square feet and approximately 3.1 billion cubic feet of capacity across countries in North America, Europe, and Asia-Pacific. Coupling end-to-end supply chain solutions and technology, Lineage partners with some of the world’s largest food and beverage producers, retailers, and distributors to help increase distribution efficiency, advance sustainability, minimize supply chain waste, and, most importantly, feed the world. Learn more at onelineage.com and join us on LinkedIn, Facebook, Instagram, and X.
| | | | | | | | |
Investor Relations Contact | | Media Contact |
Evan Barbosa | | Megan Hendricksen |
VP, Investor Relations | | VP, Global Marketing & Communications |
ir@onelineage.com | | pr@onelineage.com |
Forward-Looking Statements
Certain statements contained in this Press Release, other than historical facts, may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which Lineage operates, and beliefs of, and assumptions made by, the Company and involve uncertainties that could significantly affect Lineage’s financial results. Such forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “can,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” “possible,” “initiatives,” “measures,” “poised,” “focus,” “seek,” “objective,” “goal,” “vision,” “drive,” “opportunity,” “target,” “strategy,” “expect,” “plan,” “potential,” “potentially,” “preparing,” “projected,” “future,” “tomorrow,” “long-term,” “should,” “could,” “would,” “might,” “help,” “aimed”, or other similar words. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Press Release. Such statements include, but are not limited to statements about Lineage’s plans, strategies, initiatives, and prospects and statements about its future results of operations, capital expenditures and liquidity. Such statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those projected or anticipated, including, without limitation: general business and economic conditions; continued volatility and uncertainty in the credit markets and broader financial markets, including potential fluctuations in the Consumer Price Index and changes in foreign currency exchange rates; other risks inherent in the real estate business, including customer defaults, potential liability relating to environmental matters, illiquidity of real estate investments, and potential damages from natural disasters; the availability of suitable acquisitions and our ability to acquire those properties or businesses on favorable terms; our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate, integrate and manage diversifying acquisitions or investments; our ability to meet budgeted or stabilized returns on our development and expansion projects within expected time frames, or at all; our ability to manage our expanded operations, including expansion into new markets or business lines; our failure to realize the intended benefits from, or disruptions to our plans and operations or unknown or contingent liabilities related to, our recent and future acquisitions; our failure to successfully integrate and operate acquired or developed properties or businesses; our ability to
renew significant customer contracts; the impact of supply chain disruptions, including the impact on labor availability, raw material availability, manufacturing and food production and transportation; difficulties managing an international business and acquiring or operating properties in foreign jurisdictions and unfamiliar metropolitan areas; changes in political conditions, geopolitical turmoil, political instability, civil disturbances, restrictive governmental actions or nationalization in the countries in which we operate; the degree and nature of our competition; our failure to generate sufficient cash flows to service our outstanding indebtedness; our ability to access debt and equity capital markets; continued increases and volatility in interest rates; increased power, labor or construction costs; changes in consumer demand or preferences for products we store in our warehouses; decreased storage rates or increased vacancy rates; labor shortages or our inability to attract and retain talent; changes in, or the failure or inability to comply with, government regulation; a failure of our information technology systems, systems conversions and integrations, cybersecurity attacks or a breach of our information security systems, networks or processes; our failure to maintain our status as a real estate investment trust for U.S. federal income tax purposes; changes in local, state, federal and international laws and regulations, including related to taxation, tarrifs, real estate and zoning laws, and increases in real property tax rates; the impact of any financial, accounting, legal or regulatory issues or litigation that may affect us, and any other risks discussed in the Company’s filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC. Should one of more of the risks or uncertainties described above occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Forward-looking statements in this Press Release speak only as of the date of this Press Release, and undue reliance should not be placed on such statements. We undertake no obligation to, nor do we intend to, update, or otherwise revise, any such statements that may become untrue because of subsequent events.
While the forward-looking statements are considered reasonable by the Company, they are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Company and cannot be predicted with accuracy and may not be realized. There can be no assurance that the forward-looking statements can or will be attained or maintained. Actual operating results may vary materially from the forward-looking statements included in this Press Release.
Availability of Information on Lineage's Website and Social Media Channels
Investors and others should note that Lineage routinely announces material information to investors and the marketplace using U.S. Securities and Exchange Commission (SEC) filings, press releases, public conference calls, webcasts and the Lineage Investor Relations website. The Company uses these channels as well as social media channels (e.g., the Lineage LinkedIn account (linkedin.com/company/onelineage/); the Lineage Facebook account (facebook.com/lineagelogistics); the Lineage Instagram account (instagram.com/onelineage/); the Lineage X account (twitter.com/OneLineage)) as a means of disclosing information about the Company's business to our customers, colleagues, investors, and the public. While not all of the information that the Company posts to the Lineage Investor Relations website or on the Company's social media channels is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media, and others interested in Lineage to review the information that it shares at the Investor Relations link located at the top of the page on onelineage.com and on the Company's social media channels. Users may automatically receive email alerts and other information about the Company when enrolling an email address by visiting "Investor Email Alerts" in the "Resources" section of the Lineage Investor Relations website at ir.onelineage.com. The contents of these websites are not incorporated by reference into this press release or any report or document Lineage files with the SEC, and any references to the websites are intended to be inactive textual references only.
Source: Lineage, Inc.
LINEAGE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except par values)
| | | | | | | | | | | |
| December 31, | | December 31, |
| 2024 | | 2023 |
Assets | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 173 | | | $ | 68 | |
Restricted cash | 2 | | | 3 | |
Accounts receivable, net | 826 | | | 913 | |
Inventories | 187 | | | 171 | |
Prepaid expenses and other current assets | 97 | | | 101 | |
Total current assets | 1,285 | | | 1,256 | |
Non-current assets: | | | |
Property, plant, and equipment, net | 10,627 | | | 10,571 | |
Finance lease right-of-use assets, net | 1,254 | | | 1,243 | |
Operating lease right-of-use assets, net | 627 | | | 724 | |
Equity method investments | 124 | | | 113 | |
Goodwill | 3,338 | | | 3,394 | |
Other intangible assets, net | 1,127 | | | 1,280 | |
Other assets | 279 | | | 290 | |
Total assets | $ | 18,661 | | | $ | 18,871 | |
Liabilities, Redeemable Noncontrolling Interests, and Equity | | | |
Current liabilities: | | | |
Accounts payable and accrued liabilities | $ | 1,220 | | | $ | 1,137 | |
Accrued dividends and distributions | 134 | | | 110 | |
Deferred revenue | 83 | | | 94 | |
Current portion of long-term debt, net | 56 | | | 24 | |
Total current liabilities | 1,493 | | | 1,365 | |
Non-current liabilities: | | | |
Long-term finance lease obligations | 1,249 | | | 1,305 | |
Long-term operating lease obligations | 605 | | | 692 | |
Deferred income tax liability | 304 | | | 370 | |
Long-term debt, net | 4,906 | | | 8,958 | |
Other long-term liabilities | 410 | | | 159 | |
Total liabilities | 8,967 | | | 12,849 | |
Commitments and contingencies (Note 20) | | | |
Redeemable noncontrolling interests | 43 | | | 349 | |
Stockholders’ equity: | | | |
Common stock, $0.01 par value per share – 500 authorized shares; 228 issued and outstanding at December 31, 2024 and 162 issued and outstanding at December 31, 2023 | 2 | | | 2 | |
Additional paid-in capital - common stock | 10,764 | | | 5,961 | |
Series A preferred stock, $0.01 par value per share – 100 authorized shares; no issued and outstanding shares at December 31, 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) | (1,855) | | | (879) | |
Accumulated other comprehensive income (loss) | (273) | | | (34) | |
Total stockholders’ equity | 8,638 | | | 5,051 | |
Noncontrolling interests | 1,013 | | | 622 | |
Total equity | 9,651 | | | 5,673 | |
Total liabilities, redeemable noncontrolling interests, and equity | $ | 18,661 | | | $ | 18,871 | |
LINEAGE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in millions, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2024 | | 2023 | | 2024 | | 2023 | | |
| | | |
Net revenues | $ | 1,339 | | | $ | 1,334 | | | $ | 5,340 | | | $ | 5,342 | | | |
Cost of operations | 906 | | | 896 | | | 3,578 | | | 3,590 | | | |
General and administrative expense | 145 | | | 141 | | | 539 | | | 502 | | | |
Depreciation expense | 181 | | | 150 | | | 659 | | | 552 | | | |
Amortization expense | 55 | | | 53 | | | 217 | | | 208 | | | |
Acquisition, transaction, and other expense | 39 | | | 15 | | | 651 | | | 60 | | | |
Restructuring, impairment, and (gain) loss on disposals | 34 | | | 21 | | | 57 | | | 32 | | | |
Total operating expense | 1,360 | | | 1,276 | | | 5,701 | | | 4,944 | | | |
Income from operations | (21) | | | 58 | | | (361) | | | 398 | | | |
Other income (expense): | | | | | | | | | |
Equity income (loss), net of tax | (3) | | | (1) | | | (6) | | | (3) | | | |
Gain (loss) on foreign currency transactions, net | (30) | | | 13 | | | (25) | | | 4 | | | |
Interest expense, net | (61) | | | (133) | | | (430) | | | (490) | | | |
Gain (loss) on extinguishment of debt | (4) | | | — | | | (17) | | | — | | | |
Other nonoperating income (expense), net | (2) | | | — | | | (1) | | | (19) | | | |
Total other income (expense), net | (100) | | | (121) | | | (479) | | | (508) | | | |
Net income (loss) before income taxes | (121) | | | (63) | | | (840) | | | (110) | | | |
Income tax expense (benefit) | (41) | | | (6) | | | (89) | | | (14) | | | |
Net income (loss) | (80) | | | (57) | | | (751) | | | (96) | | | |
Less: Net income (loss) attributable to noncontrolling interests | (9) | | | (5) | | | (87) | | | (19) | | | |
Net income (loss) attributable to Lineage, Inc. | $ | (71) | | | $ | (52) | | | (664) | | | (77) | | | |
| | | | | | | | | |
Other comprehensive income (loss), net of tax: | | | | | | | | | |
Unrealized gain (loss) on foreign currency hedges and interest rate hedges | (4) | | | (58) | | | (60) | | | (87) | | | |
Foreign currency translation adjustments | (236) | | | 117 | | | (207) | | | 88 | | | |
Comprehensive income (loss) | (320) | | | 2 | | | (1,018) | | | (95) | | | |
Less: Comprehensive income (loss) attributable to noncontrolling interests | (34) | | | (1) | | | (115) | | | (21) | | | |
Comprehensive income (loss) attributable to Lineage, Inc. | $ | (286) | | | $ | 3 | | | $ | (903) | | | $ | (74) | | | |
| | | | | | | | | |
Basic earnings (loss) per share | $ | (0.33) | | | $ | (0.43) | | | $ | (3.70) | | | $ | (0.73) | | | |
Diluted earnings (loss) per share | $ | (0.33) | | | $ | (0.43) | | | $ | (3.70) | | | $ | (0.73) | | | |
| | | | | | | | | |
Weighted average common shares outstanding: | | | | | | | | | |
Basic | 228 | | | 162 | | | 191 | | | 162 | | | |
Diluted | 228 | | | 162 | | | 191 | | | 162 | | | |
LINEAGE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
(in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Common Stock | | | | | | | | | | |
| Redeemable noncontrolling interests | | Number of shares | | 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 | | | — | | | 142 | | | — | | | — | | | — | | | — | | | 142 | |
Contributions from noncontrolling interests | — | | | — | | | — | | | 3 | | | — | | | — | | | — | | | 2 | | | 5 | |
Dividends ($0.55 per common share) and other distributions | — | | | — | | | — | | | — | | | — | | | (89) | | | — | | | (57) | | | (146) | |
Operating Partnership units issued in acquisitions | — | | | — | | | — | | | 4 | | | — | | | — | | | — | | | 2 | | | 6 | |
Stock-based compensation | — | | | — | | | — | | | 15 | | | — | | | — | | | — | | | 11 | | | 26 | |
Other comprehensive income (loss) | — | | | — | | | — | | | — | | | — | | | — | | | 3 | | | (2) | | | 1 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Sale of noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (4) | | | (4) | |
Noncontrolling interests acquired in business combinations | 7 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Redemption of common stock | — | | | — | | | — | | | (12) | | | — | | | — | | | — | | | — | | | (12) | |
Redemption of units issued as stock compensation | — | | | — | | | — | | | (12) | | | — | | | — | | | — | | | (1) | | | (13) | |
Redemption of noncontrolling interest | — | | | — | | | — | | | (1) | | | — | | | — | | | — | | | — | | | (1) | |
Redeemable noncontrolling interest adjustment | 8 | | | — | | | — | | | (8) | | | — | | | — | | | — | | | — | | | (8) | |
Accretion of redeemable noncontrolling interests | 36 | | | — | | | — | | | (36) | | | — | | | — | | | — | | | — | | | (36) | |
Net income (loss) | — | | | — | | | — | | | — | | | — | | | (77) | | | — | | | (19) | | | (96) | |
Reallocation of noncontrolling interests | — | | | — | | | — | | | (49) | | | — | | | — | | | — | | | 49 | | | — | |
Balance as of December 31, 2023 | $ | 349 | | | 162 | | | $ | 2 | | | $ | 5,961 | | | $ | 1 | | | $ | (879) | | | $ | (34) | | | $ | 622 | | | $ | 5,673 | |
LINEAGE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
(in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Common Stock | | | | | | | | | | |
| Redeemable noncontrolling interests | | Number of shares | | 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 | |
Common stock issuances, net of equity raise costs | — | | | 65 | | | — | | | 4,874 | | | — | | | — | | | — | | | — | | | 4,874 | |
Assumption of the Put Option liability | — | | | — | | | — | | | — | | | — | | | (103) | | | — | | | — | | | (103) | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Dividends ($0.91 per common share) and other distributions ($0.91 per OP Unit and OPEU) | (1) | | | — | | | — | | | — | | | — | | | (209) | | | — | | | (50) | | | (259) | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Stock-based compensation | — | | | 2 | | | — | | | 176 | | | — | | | — | | | — | | | 39 | | | 215 | |
Withholding of common stock for employee taxes | — | | | (1) | | | — | | | (46) | | | — | | | — | | | — | | | — | | | (46) | |
Other comprehensive income (loss) | — | | | — | | | — | | | — | | | — | | | — | | | (239) | | | (28) | | | (267) | |
Repurchase of common stock pursuant to Put Option exercise | — | | | — | | | — | | | (17) | | | — | | | — | | | — | | | — | | | (17) | |
| | | | | | | | | | | | | | | | | |
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 | |
Redemption of redeemable noncontrolling interests | (6) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Redemption of common stock | — | | | — | | | — | | | (25) | | | — | | | — | | | — | | | — | | | (25) | |
Reclassification of the Preference Shares | (229) | | | — | | | — | | | (22) | | | — | | | — | | | — | | | — | | | (22) | |
Issuance of OPEUs and settlement of Class D Units | — | | | — | | | — | | | 114 | | | — | | | — | | | — | | | 73 | | | 187 | |
Expiration of redemption option | (92) | | | — | | | — | | | 65 | | | — | | | — | | | — | | | 27 | | | 92 | |
| | | | | | | | | | | | | | | | | |
Redeemable noncontrolling interest adjustment | 8 | | | — | | | — | | | (8) | | | — | | | — | | | — | | | — | | | (8) | |
Accretion of redeemable noncontrolling interests | 15 | | | — | | | — | | | (15) | | | — | | | — | | | — | | | — | | | (15) | |
Net income (loss) | (1) | | | — | | | — | | | — | | | — | | | (664) | | | — | | | (86) | | | (750) | |
Reallocation of noncontrolling interests | — | | | — | | | — | | | (186) | | | — | | | — | | | — | | | 186 | | | — | |
Balance as of December 31, 2024 | $ | 43 | | | 228 | | | $ | 2 | | | $ | 10,764 | | | $ | — | | | $ | (1,855) | | | $ | (273) | | | $ | 1,013 | | | $ | 9,651 | |
LINEAGE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | | | |
| Year Ended December 31, |
(in millions) | 2024 | | 2023 | | |
Cash flows from operating activities: | | | | | |
Net income (loss) | $ | (751) | | | $ | (96) | | | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | |
Provision for credit losses | 5 | | | 6 | | | |
Impairment of long-lived and intangible assets | 98 | | | 9 | | | |
Gain on insurance recovery (see Note 20, Commitments and contingencies) | (76) | | | — | | | |
Loss on sale of a subsidiary (see Note 4, Business combinations, asset acquisitions, and divestitures) | — | | | 21 | | | |
Depreciation and amortization | 876 | | | 760 | | | |
(Gain) loss on extinguishment of debt, net | 17 | | | — | | | |
Amortization of deferred financing costs and above/below market debt | 19 | | | 21 | | | |
Stock-based compensation | 215 | | | 26 | | | |
(Gain) loss on foreign currency transactions, net | 25 | | | (4) | | | |
Deferred income tax | (105) | | | (58) | | | |
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 | | | — | | | |
Put Options fair value adjustment | 31 | | | — | | | |
Other operating activities | 19 | | | 9 | | | |
Changes in operating assets and liabilities (excluding effects of acquisitions): | | | | | |
Accounts receivable | 64 | | | 43 | | | |
Prepaid expenses, other assets, and other long-term liabilities | (29) | | | (12) | | | |
Inventories | (18) | | | 8 | | | |
Accounts payable and accrued liabilities and deferred revenue | (85) | | | 51 | | | |
Right-of-use assets and lease obligations | 13 | | | 12 | | | |
Net cash provided by operating activities | 703 | | | 796 | | | |
Cash flows from investing activities: | | | | | |
Acquisitions, net of cash acquired | (346) | | | (283) | | | |
Deposits on pending acquisitions and related refunds, net | 3 | | | — | | | |
Purchase of property, plant, and equipment | (691) | | | (766) | | | |
Proceeds from sale of assets | 7 | | | 19 | | | |
Proceeds from insurance recovery on impaired long-lived assets | 105 | | | — | | | |
Investments in Emergent Cold LatAm Holdings, LLC | (20) | | | (31) | | | |
Proceeds from repayment of notes by related parties | 15 | | | — | | | |
Other investing activity | 8 | | | (5) | | | |
Net cash used in investing activities | (919) | | | (1,066) | | | |
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 | | | (6) | | | |
Dividends and other distributions | (234) | | | (46) | | | |
Redemption of redeemable noncontrolling interests | (6) | | | — | | | |
Repurchase of common shares for employee income taxes on stock-based compensation | (46) | | | — | | | |
Repurchase of common stock pursuant to Put Option exercise | (17) | | | — | | | |
Financing fees | (45) | | | — | | | |
Proceeds from long-term debt | 2,481 | | | — | | | |
Repayments of long-term debt and finance leases | (7,112) | | | (96) | | | |
Payment of deferred and contingent consideration liabilities | (46) | | | (36) | | | |
Borrowings on revolving line of credit | 4,112 | | | 1,431 | | | |
Repayments on revolving line of credit | (3,512) | | | (1,216) | | | |
Redemption of units issued as stock compensation | (2) | | | (12) | | | |
Redemption of common stock | (25) | | | (12) | | | |
Redemption of OPEUs | (75) | | | — | | | |
Settlement of Put Option liability | (27) | | | — | | | |
Other financing activity | (5) | | | (13) | | | |
Net cash provided by financing activities | 320 | | | 136 | | | |
Impact of foreign exchange rates on cash, cash equivalents, and restricted cash | — | | | 3 | | | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 104 | | | (131) | | | |
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 | $ | 175 | | | $ | 71 | | | |
Global Warehousing Segment
The following table presents the operating results of our global warehousing segment for the three months ended December 31, 2024 and 2023.
| | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | | | |
| 2024 | | 2023 | | | | Change |
| (in millions except revenue per pallet) | | | | |
Warehouse storage | $ | 508 | | | $ | 526 | | | | | (3.4) | % |
Warehouse services | 472 | | | 449 | | | | | 5.1 | % |
Total global warehousing segment revenues | 980 | | | 975 | | | | | 0.5 | % |
Power | 53 | | | 48 | | | | | 10.4 | % |
Labor(1) | 355 | | | 360 | | | | | (1.4) | % |
Other warehouse costs(2) | 190 | | | 193 | | | | | (1.6) | % |
Total global warehousing segment cost of operations | 598 | | | 601 | | | | | (0.5) | % |
Global warehousing segment NOI | $ | 382 | | | $ | 374 | | | | | 2.1 | % |
Total global warehousing segment margin | 39.0 | % | | 38.4 | % | | | | 60 | bps |
| | | | | | | |
Number of warehouse sites | 469 | | | 463 | | | | | |
| | | | | | | |
Warehouse storage(3) | | | | | | | |
Average economic occupancy | | | | | | | |
Average occupied economic pallets (in thousands) | 8,339 | | | 8,525 | | | | | (2.2) | % |
Economic occupancy percentage | 83.9 | % | | 87.2 | % | | | | (330) | bps |
Storage revenue per economic occupied pallet | $ | 60.99 | | | $ | 61.75 | | | | | (1.2) | % |
Average physical occupancy | | | | | | | |
Average physical occupied pallets (in thousands) | 7,764 | | | 7,897 | | | | | (1.7) | % |
Average physical pallet positions (in thousands) | 9,935 | | | 9,776 | | | | | 1.6 | % |
Physical occupancy percentage | 78.1 | % | | 80.8 | % | | | | (270) | bps |
Storage revenue per physical occupied pallet | $ | 65.50 | | | $ | 66.66 | | | | | (1.7) | % |
Warehouse services(3) | | | | | | | |
Throughput pallets (in thousands) | 13,334 | | | 13,165 | | | | | 1.3 | % |
Warehouse services revenue per throughput pallet | $ | 32.46 | | | $ | 31.21 | | | | | 4.0 | % |
__________________
1.Labor cost of operations excludes immaterial stock-based compensation expense for the three months ended December 31, 2024.
2.Includes real estate rent expense of $24 million and $25 million for the three months ended December 31, 2024 and 2023, respectively; and non-real estate rent expense (equipment lease and rentals) of $6 million and $5 million for the three months ended December 31, 2024 and 2023, respectively.
3.Warehouse storage and warehouse services metrics exclude managed sites.
Global Warehousing Segment
The following table presents the operating results of our warehouse segment for the year ended December 31, 2024 and 2023.
| | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | | | | |
| 2024 | | 2023 | | | | Change |
| (in millions except revenue per pallet) | | | | |
Warehouse storage | $ | 2,042 | | | $ | 2,071 | | | | | (1.4) | % |
Warehouse services | 1,845 | | | 1,786 | | | | | 3.3 | % |
Total global warehousing segment revenues | 3,887 | | | 3,857 | | | | | 0.8 | % |
Power | 208 | | | 204 | | | | | 2.0 | % |
Labor(1) | 1,417 | | | 1,402 | | | | | 1.1 | % |
Other warehouse costs(2) | 728 | | | 743 | | | | | (2.0) | % |
Total global warehousing segment cost of operations | 2,353 | | | 2,349 | | | | | 0.2 | % |
Global warehousing segment NOI | $ | 1,534 | | | $ | 1,508 | | | | | 1.7 | % |
Total global warehousing segment margin | 39.5 | % | | 39.1 | % | | | | | 40 | bps |
| | | | | | | |
Number of warehouse sites | 469 | | | 463 | | | | | |
| | | | | | | |
Warehouse storage(3) | | | | | | | |
Average economic occupancy | | | | | | | |
Average occupied economic pallets (in thousands) | 8,175 | | | 8,292 | | | | | (1.4) | % |
Economic occupancy percentage | 83.1 | % | | 86.0 | % | | | | (290) | bps |
Storage revenue per economic occupied pallet | $ | 249.82 | | | $ | 249.59 | | | | | 0.1 | % |
Average physical occupancy | | | | | | | |
Average physical occupied pallets (in thousands) | 7,569 | | | 7,716 | | | | | (1.9) | % |
Average physical pallet positions (in thousands) | 9,836 | | | 9,642 | | | | | 2.0 | % |
Physical occupancy percentage | 77.0 | % | | 80.0 | % | | | | (300) bps |
Storage revenue per physical occupied pallet | $ | 269.82 | | | $ | 268.20 | | | | | 0.6 | % |
Warehouse services(3) | | | | | | | |
Throughput pallets (in thousands) | 52,573 | | | 51,601 | | | | | 1.9 | % |
Warehouse services revenue per throughput pallet | $ | 32.17 | | | $ | 31.73 | | | | | 1.4 | % |
_______________1.Excludes $1 million of stock-based compensation expense for the year ended December 31, 2024.
2.Includes real estate rent expense of $99 million and $96 million for the year ended December 31, 2024 and 2023, respectively; and non-real estate rent expense (equipment lease and rentals) of $18 million and $21 million for the year ended December 31, 2024 and 2023, respectively.
3.Warehouse storage and warehouse services metrics exclude managed sites.
Same Warehouse Results
The following tables present revenues, cost of operations, same warehouse NOI, and margins for our same warehouses for the three and nine months ended December 31, 2024 and December 31, 2023.
| | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | | | |
| 2024 | | 2023 | | | | Change |
| (in millions except revenue per pallet) | | | | |
Warehouse storage | $ | 439 | | | $ | 453 | | | | | (3.1) | % |
Warehouse services | 398 | | | 389 | | | | | 2.3 | % |
Total same warehouse revenues | 837 | | | 842 | | | | | (0.6) | % |
Power | 45 | | | 42 | | | | | 7.1 | % |
Labor | 303 | | | 312 | | | | | (2.9) | % |
Other warehouse costs | 160 | | | 163 | | | | | (1.8) | % |
Total same warehouse cost of operations | 508 | | | 517 | | | | | (1.7) | % |
Same warehouse NOI | $ | 329 | | | $ | 325 | | | | | 1.2 | % |
Total same warehouse margin | 39.3 | % | | 38.6 | % | | | | 70 | bps |
| | | | | | | |
Number of same warehouse sites | 409 | | | 409 | | | | | |
| | | | | | | |
Warehouse storage(1) | | | | | | | |
Economic occupancy | | | | | | | |
Average occupied economic pallets (in thousands) | 7,121 | | | 7,340 | | | | | (3.0) | % |
Economic occupancy percentage | 86.0 | % | | 88.4 | % | | | | (240) | bps |
Storage revenue per economic occupied pallet | $ | 61.56 | | | $ | 61.64 | | | | | (0.1) | % |
Physical occupancy | | | | | | | |
Average physical occupied pallets (in thousands) | 6,646 | | | 6,799 | | | | | (2.3) | % |
Average physical pallet positions (in thousands) | 8,280 | | | 8,305 | | | | | (0.3) | % |
Physical occupancy percentage | 80.3 | % | | 81.9 | % | | | | (160) | bps |
Storage revenue per physical occupied pallet | $ | 65.96 | | | $ | 66.54 | | | | | (0.9) | % |
Warehouse services(1) | | | | | | | |
Throughput pallets (in thousands) | 11,220 | | | 11,300 | | | | | (0.7) | % |
Warehouse services revenue per throughput pallet | $ | 32.34 | | | $ | 31.52 | | | | | 2.6 | % |
__________________
1.Warehouse storage and warehouse services metrics exclude managed sites.
| | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | | | | |
| 2024 | | 2023 | | | | Change |
| (in millions except revenue per pallet) | | | | |
Warehouse storage | $ | 1,760 | | | $ | 1,816 | | | | | (3.1) | % |
Warehouse services | 1,584 | | | 1,574 | | | | | 0.6 | % |
Total same warehouse revenues | 3,344 | | | 3,390 | | | | | (1.4) | % |
Power | 177 | | | 177 | | | | | — | % |
Labor | 1,223 | | | 1,232 | | | | | (0.7) | % |
Other warehouse costs | 607 | | | 636 | | | | | (4.6) | % |
Total same warehouse cost of operations | 2,007 | | | 2,045 | | | | | (1.9) | % |
Same warehouse NOI | $ | 1,337 | | | $ | 1,345 | | | | | (0.6) | % |
Total same warehouse margin | 40.0 | % | | 39.7 | % | | | | 30 | bps |
| | | | | | | |
Number of same warehouse sites | 409 | | | 409 | | | | | |
| | | | | | | |
Warehouse storage(1) | | | | | | | |
Economic occupancy | | | | | | | |
Average occupied economic pallets (in thousands) | 7,033 | | | 7,268 | | | | | (3.2) | % |
Economic occupancy percentage | 84.7 | % | | 87.5 | % | | | | (280) | bps |
Storage revenue per economic occupied pallet | $ | 250.21 | | | $ | 249.84 | | | | | 0.1 | % |
Physical occupancy | | | | | | | |
Average physical occupied pallets (in thousands) | 6,510 | | | 6,747 | | | | | (3.5) | % |
Average physical pallet positions (in thousands) | 8,302 | | | 8,303 | | | | | — | % |
Physical occupancy percentage | 78.4 | % | | 81.3 | % | | | | (290) | bps |
Storage revenue per physical occupied pallet | $ | 270.30 | | | $ | 269.13 | | | | | 0.4 | % |
Warehouse services(1) | | | | | | | |
Throughput pallets (in thousands) | 44,754 | | | 45,489 | | | | | (1.6) | % |
Warehouse services revenue per throughput pallet | $ | 32.30 | | | $ | 31.73 | | | | | 1.8 | % |
_______1.Warehouse storage and warehouse services metrics exclude managed sites.
Non-Same Warehouse Results
The following tables present revenues, cost of operations, non-same warehouse NOI, and margins for our non-same warehouses for the three and nine months ended December 31, 2024 and 2023.
| | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | | |
| 2024 | | 2023 | | | Change |
| (in millions except revenue per pallet) | | | |
Warehouse storage | $ | 69 | | | $ | 73 | | | | (5.5) | % |
Warehouse services | 74 | | | 60 | | | | 23.3 | % |
Total non-same warehouse revenues | 143 | | | 133 | | | | 7.5 | % |
Power | 8 | | | 6 | | | | 33.3 | % |
Labor | 52 | | | 48 | | | | 8.3 | % |
Other warehouse costs | 30 | | | 30 | | | | — | % |
Total non-same warehouse cost of operations | 90 | | | 84 | | | | 7.1 | % |
Non-same warehouse NOI | $ | 53 | | | $ | 49 | | | | 8.2 | % |
Total non-same warehouse margin | 37.1 | % | | 36.8 | % | | | 30 | bps |
| | | | | | |
Number of non-same warehouse sites(1) | 60 | | | 54 | | | | |
| | | | | | |
Warehouse storage (2) | | | | | | |
Economic occupancy | | | | | | |
Average occupied economic pallets (in thousands) | 1,218 | | | 1,185 | | | | 2.8 | % |
Economic occupancy percentage | 73.6 | % | | 80.6 | % | | | (700) | bps |
Storage revenue per economic occupied pallet | $ | 57.65 | | | $ | 62.45 | | | | (7.7) | % |
Physical occupancy | | | | | | |
Average physical occupied pallets (in thousands) | 1,118 | | | 1,098 | | | | 1.8 | % |
Average physical pallet positions (in thousands) | 1,655 | | | 1,471 | | | | 12.5 | % |
Physical occupancy percentage | 67.6 | % | | 74.6 | % | | | (700) | bps |
Storage revenue per physical occupied pallet | $ | 62.78 | | | $ | 67.38 | | | | (6.8) | % |
Warehouse services (2) | | | | | | |
Throughput pallets (in thousands) | 2,114 | | | 1,865 | | | | 13.4 | % |
Warehouse services revenue per throughput pallet | $ | 33.09 | | | $ | 29.33 | | | | 12.8 | % |
__________________
1.Refer to our “Same Warehouse Analysis,” which describes the composition of our non-same warehouse pool.
2.Warehouse storage and warehouse services metrics exclude managed sites.
| | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | | | |
| 2024 | | 2023 | | | Change |
| (in millions except revenue per pallet) | | | |
Warehouse storage | $ | 282 | | | $ | 255 | | | | 10.6 | % |
Warehouse services | 261 | | | 212 | | | | 23.1 | % |
Total non-same warehouse revenues | 543 | | | 467 | | | | 16.3 | % |
Power | 31 | | | 27 | | | | 14.8 | % |
Labor | 194 | | | 170 | | | | 14.1 | % |
Other warehouse costs | 121 | | | 107 | | | | 13.1 | % |
Total non-same warehouse cost of operations | 346 | | | 304 | | | | 13.8 | % |
Non-same warehouse NOI | $ | 197 | | | $ | 163 | | | | 20.9 | % |
Total non-same warehouse margin | 36.3 | % | | 34.9 | % | | | 140 | bps |
| | | | | | |
Number of non-same warehouse sites(1) | 60 | | | 54 | | | | |
| | | | | | |
Warehouse storage (2) | | | | | | |
Economic occupancy | | | | | | |
Average occupied economic pallets (in thousands) | 1,142 | | | 1,024 | | | | 11.5 | % |
Economic occupancy percentage | 74.4 | % | | 76.5 | % | | | (210) | bps |
Storage revenue per economic occupied pallet | $ | 247.41 | | | $ | 247.87 | | | | (0.2) | % |
Physical occupancy | | | | | | |
Average physical occupied pallets (in thousands) | 1,059 | | | 970 | | | | 9.2 | % |
Average physical pallet positions (in thousands) | 1,534 | | | 1,339 | | | | 14.6 | % |
Physical occupancy percentage | 69.0 | % | | 72.4 | % | | | (340) | bps |
Storage revenue per physical occupied pallet | $ | 266.89 | | | $ | 261.77 | | | | 2.0 | % |
Warehouse services (2) | | | | | | |
Throughput pallets (in thousands) | 7,819 | | | 6,112 | | | | 27.9 | % |
Warehouse services revenue per throughput pallet | $ | 31.42 | | | $ | 31.91 | | | | (1.5) | % |
__________________1. Refer to our “Same Warehouse Analysis,” which describes the composition of our non-same warehouse pool.
2. Warehouse storage and warehouse services metrics exclude managed sites.
Global Integrated Solutions Segment
The following tables presents the operating results of our global integrated solutions segment for the three and nine months ended December 31, 2024 and 2023.
| | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | | | |
| 2024 | | 2023 | | | | Change |
| (in millions) | | | | |
Global Integrated Solutions segment revenues | $ | 359 | | | $ | 359 | | | | | — | % |
Global Integrated Solutions segment cost of operations(1) | 306 | | | 295 | | | | | 3.7 | % |
Global Integrated Solutions segment NOI | $ | 53 | | | $ | 64 | | | | | (17.2) | % |
Global Integrated Solutions margin | 14.8 | % | | 17.8 | % | | | | (300) | bps |
_______________1.Excludes $2 million of stock-based compensation expense for the three months ended December 31, 2024.
| | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | | | | |
| 2024 | | 2023 | | | | Change |
| (in millions) | | | | |
Global Integrated Solutions segment revenues | $ | 1,453 | | | $ | 1,485 | | | | | (2.2) | % |
Global Integrated Solutions segment cost of operations(1) | 1,222 | | | 1,241 | | | | | (1.5) | % |
Global Integrated Solutions segment NOI | $ | 231 | | | $ | 244 | | | | | (5.3) | % |
Global Integrated Solutions margin | 15.9 | % | | 16.4 | % | | | | (50) | bps |
_______________1.Excludes $2 million of stock-based compensation expense for the year ended December 31, 2024.
Capital Expenditures
Maintenance Capital Expenditures
The following table sets forth our recurring maintenance capital expenditures.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
(in millions) | |
Global warehousing | $ | 57 | | | $ | 57 | | | $ | 149 | | | $ | 144 | |
Global integrated solutions | 11 | | | 9 | | | 21 | | | 27 | |
Information technology and other | 4 | | | 22 | | | 25 | | | 37 | |
Maintenance capital expenditures | $ | 72 | | | $ | 88 | | | $ | 195 | | | $ | 208 | |
Integration Capital Expenditures
The following table sets forth our integration capital expenditures.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | Year Ended December 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
(in millions) | |
Global warehousing | $ | 33 | | | $ | 15 | | | $ | 65 | | | $ | 42 | |
Global integrated solutions | 2 | | | 1 | | | 3 | | | 21 | |
Information technology and other | 8 | | | — | | | 26 | | | 12 | |
Integration capital expenditures | $ | 43 | | | $ | 16 | | | $ | 94 | | | $ | 75 | |
External Growth Capital Investments
The following table sets forth our external growth capital investments.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | Year Ended December 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
(in millions) | |
Acquisitions, including equity issued and net of cash acquired and adjustments | $ | 233 | | | $ | 265 | | | $ | 346 | | | $ | 289 | |
| | | | | | | |
Greenfield and expansion expenditures | 73 | | | 47 | | | 270 | | | 267 | |
Energy and economic return initiatives | 18 | | | 19 | | | 89 | | | 110 | |
Information technology transformation and growth initiatives | 5 | | | 19 | | | 55 | | | 75 | |
External growth capital investments | $ | 329 | | | $ | 350 | | | $ | 760 | | | $ | 741 | |
Non-GAAP Financial Measures Reconciliations
Reconciliation of NOI to Net Income (Loss)
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
(in millions) | 2024 | | 2023 | | 2024 | | 2023 | | |
| | | | | |
Net income (loss) | $ | (80) | | | $ | (57) | | | $ | (751) | | | $ | (96) | | | |
Stock-based compensation expense in cost of operations | 2 | | | — | | | 3 | | | — | | | |
General and administrative expense | 145 | | | 141 | | | 539 | | | 502 | | | |
Depreciation expense | 181 | | | 150 | | | 659 | | | 552 | | | |
Amortization expense | 55 | | | 53 | | | 217 | | | 208 | | | |
Acquisition, transaction, and other expense | 39 | | | 15 | | | 651 | | | 60 | | | |
Restructuring, impairment, and (gain) loss on disposals | 34 | | | 21 | | | 57 | | | 32 | | | |
Equity (income) loss, net of tax | 3 | | | 1 | | | 6 | | | 3 | | | |
(Gain) loss on foreign currency transactions, net | 30 | | | (13) | | | 25 | | | (4) | | | |
Interest expense, net | 61 | | | 133 | | | 430 | | | 490 | | | |
(Gain) loss on extinguishment of debt | 4 | | | — | | | 17 | | | — | | | |
Other nonoperating (income) expense, net | 2 | | | — | | | 1 | | | 19 | | | |
Income tax expense (benefit) | (41) | | | (6) | | | (89) | | | (14) | | | |
Total segment NOI | $ | 435 | | | $ | 438 | | | $ | 1,765 | | | $ | 1,752 | | | |
Reconciliation of EBITDA, EBITDAre, and Adjusted EBITDA to Net Income (Loss)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | Year Ended December 31, |
(in millions) | | 2024 | | 2023 | | 2024 | | 2023 | | |
Net income (loss) | | $ | (80) | | | $ | (57) | | | $ | (751) | | | $ | (96) | | | |
Adjustments: | | | | | | | | | | |
Depreciation and amortization expense | | 236 | | | 203 | | | 876 | | | 760 | | | |
Interest expense, net | | 61 | | | 133 | | | 430 | | | 490 | | | |
Income tax expense (benefit) | | (41) | | | (6) | | | (89) | | | (14) | | | |
EBITDA | | $ | 176 | | | $ | 273 | | | $ | 466 | | | $ | 1,140 | | | |
Adjustments: | | | | | | | | | | |
Net loss (gain) on sale of real estate assets | | 5 | | | 1 | | | 10 | | | 8 | | | |
Impairment write-downs on real estate property | | 2 | | | — | | | 11 | | | 2 | | | |
| | | | | | | | | | |
Allocation of EBITDAre of noncontrolling interests | | 1 | | | (1) | | | (1) | | | (3) | | | |
EBITDAre | | $ | 184 | | | $ | 273 | | | $ | 486 | | | $ | 1,147 | | | |
Adjustments: | | | | | | | | | | |
Net (gain) loss on sale of non-real estate assets | | 1 | | | 5 | | | (1) | | | 2 | | | |
Other nonoperating (income) expense, net | | 2 | | | — | | | 1 | | | 19 | | | |
Acquisition, restructuring, and other | | 46 | | | 23 | | | 542 | | | 73 | | | |
Technology transformation | | 7 | | | — | | | 22 | | | — | | | |
(Gain) loss on property destruction | | (47) | | | — | | | (51) | | | — | | | |
Interest expense and tax expense from unconsolidated JVs | | 1 | | | 1 | | | 5 | | | 3 | | | |
Depreciation and amortization expense from unconsolidated JVs | | 1 | | | 1 | | | 6 | | | 5 | | | |
(Gain) loss on foreign currency exchange transactions, net | | 30 | | | (13) | | | 25 | | | (4) | | | |
Stock-based compensation expense | | 44 | | | 7 | | | 215 | | | 26 | | | |
(Gain) loss on extinguishment of debt | | 4 | | | — | | | 17 | | | — | | | |
| | | | | | | | | | |
Impairment of intangible assets | | 63 | | | 7 | | | 63 | | | 7 | | | |
| | | | | | | | | | |
Allocation adjustments of noncontrolling interests | | (1) | | | 1 | | | (1) | | | — | | | |
Adjusted EBITDA | | $ | 335 | | | $ | 305 | | | $ | 1,329 | | | $ | 1,278 | | | |
Net revenues | | $ | 1,339 | | | $ | 1,334 | | | $ | 5,340 | | | $ | 5,342 | | | |
Adjusted EBITDA margin | | 25.0 | % | | 22.9 | % | | 24.9 | % | | 23.9 | % | | |
Reconciliation of FFO, Core FFO, and Adjusted FFO to Net Income (Loss)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | Year Ended December 31, |
(in millions, except per share information) | 2024 | | 2023 | | 2024 | | 2023 |
Net income (loss) | $ | (80) | | | $ | (57) | | | $ | (751) | | | $ | (96) | |
Adjustments: | | | | | | | |
Real estate depreciation | 91 | | | 87 | | | 356 | | | 325 | |
In-place lease intangible amortization | 2 | | | 1 | | | 8 | | | 7 | |
Net loss (gain) on sale of real estate assets | 5 | | | 1 | | | 10 | | | 8 | |
Impairment write-downs on real estate property | 2 | | | — | | | 11 | | | 2 | |
Real estate depreciation, (gain) loss on sale of real estate and real estate impairments on unconsolidated JVs | — | | | — | | | 2 | | | 3 | |
Allocation of noncontrolling interests | 1 | | | — | | | — | | | — | |
FFO | $ | 21 | | | $ | 32 | | | $ | (364) | | | $ | 249 | |
Adjustments: | | | | | | | |
Net (gain) loss on sale of non-real estate assets | 1 | | | 5 | | | (1) | | | 2 | |
Finance lease ROU asset amortization - real estate related | 19 | | | 17 | | | 72 | | | 70 | |
| | | | | | | |
Impairment of intangible assets | 63 | | | 7 | | | 63 | | | 7 | |
Other nonoperating (income) expense, net | 2 | | | — | | | 1 | | | 19 | |
Acquisition, restructuring, and other | 47 | | | 23 | | | 547 | | | 73 | |
Technology transformation | 7 | | | — | | | 22 | | | — | |
(Gain) loss on property destruction | (47) | | | — | | | (51) | | | — | |
(Gain) loss on foreign currency transactions, net | 30 | | | (13) | | | 25 | | | (4) | |
| | | | | | | |
(Gain) loss on extinguishment of debt | 4 | | | — | | | 17 | | | — | |
| | | | | | | |
| | | | | | | |
Core FFO | $ | 147 | | | $ | 71 | | | $ | 331 | | | $ | 416 | |
Adjustments: | | | | | | | |
Non-real estate depreciation and amortization | 117 | | | 91 | | | 411 | | | 334 | |
Finance lease ROU asset amortization - non-real estate | 8 | | | 7 | | | 29 | | | 23 | |
Amortization of deferred financing costs | 2 | | | 5 | | | 18 | | | 19 | |
Amortization of debt discount / premium | — | | | 1 | | | 1 | | | 2 | |
Deferred income taxes expense (benefit) | (34) | | | (10) | | | (105) | | | (58) | |
Straight line net operating rent | — | | | 2 | | | (3) | | | 6 | |
Amortization of above / below market leases | — | | | — | | | (1) | | | — | |
Stock-based compensation expense | 44 | | | 7 | | | 215 | | | 26 | |
Recurring maintenance capital expenditures | (72) | | | (89) | | | (195) | | | (208) | |
Allocation related to unconsolidated JVs | 1 | | | 1 | | | 5 | | | 3 | |
Allocation of noncontrolling interests | — | | | — | | | (1) | | | (1) | |
Adjusted FFO | $ | 213 | | | $ | 86 | | | $ | 705 | | | $ | 562 | |
| | | | | | | |
Reconciliation of weighted average common shares outstanding: |
Weighted average common shares outstanding | 228 | | | 162 | | | 191 | | | 162 | |
Partnership common units and OP Units held by Non-Company LPs | 22 | | | 20 | | | 21 | | | 20 | |
Equity compensation and other unvested units | 7 | | | — | | | 2 | | | — | |
Adjusted diluted weighted average common shares outstanding | 257 | | | 182 | | | 214 | | | 182 | |
Adjusted FFO per diluted common share | $ | 0.83 | | | $ | 0.48 | | | $ | 3.29 | | | $ | 3.09 | |
Non-GAAP Financial Measures Notes
We use the following non-GAAP financial measures as supplemental performance measures of our business: segment NOI, FFO, Core FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA, and Adjusted EBITDA margin. We also use same warehouse and non-same warehouse metrics described above.
We calculate total segment NOI (or “NOI”) as our total revenues less our cost of operations (excluding any depreciation and amortization, general and administrative expense, stock-based compensation expense, restructuring and impairment expense, gain and loss on sale of assets, and acquisition, transaction, and other expense. We use segment NOI to evaluate our segments for purposes of making operating decisions and assessing performance in accordance with ASC 280, Segment Reporting. We believe segment NOI is helpful to investors as a supplemental performance measure to net income because it assists both investors and management in understanding the core operations of our business. There is no industry definition of segment NOI and, as a result, other REITs may calculate segment NOI or other similarly-captioned metrics in a manner different than we do.
We calculate EBITDA for Real Estate, or “EBITDAre”, in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, or “NAREIT”, defined as earnings before interest income or expense, taxes, depreciation and amortization, net loss or gain on sale of real estate, net of withholding taxes, impairment write-downs on real estate property, and adjustments to reflect our share of EBITDAre for partially owned entities. EBITDAre is a measure commonly used in our industry, and we present EBITDAre to enhance investor understanding of our operating performance. We believe that EBITDAre provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles, and useful life of related assets among otherwise comparable companies.
We also calculate our Adjusted EBITDA as EBITDAre further adjusted for the effects of gain or loss on the sale of non-real estate assets, gain or loss on the destruction of property (net of insurance proceeds), other nonoperating income or expense, acquisition, restructuring, and other expense, foreign currency exchange gain or loss, stock-based compensation expense, loss or gain on debt extinguishment and modification, impairment of investments in non-real estate, technology transformation, and reduction in EBITDAre from partially owned entities. We believe that the presentation of Adjusted EBITDA provides a measurement of our operations that is meaningful to investors because it excludes the effects of certain items that are otherwise included in EBITDAre but which we do not believe are indicative of our core business operations. EBITDAre and Adjusted EBITDA are not measurements of financial performance under GAAP, and our EBITDAre and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. You should not consider our EBITDAre and Adjusted EBITDA as alternatives to net income or cash flows from operating activities determined in accordance with GAAP. Our calculations of EBITDAre and Adjusted EBITDA have limitations as analytical tools, including the following:
•these measures do not reflect our historical or future cash requirements for maintenance capital expenditures or growth and expansion capital expenditures;
•these measures do not reflect changes in, or cash requirements for, our working capital needs;
•these measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;
•these measures do not reflect our tax expense or the cash requirements to pay our taxes; and
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and these measures do not reflect any cash requirements for such replacements.
We use EBITDA, EBITDAre, and Adjusted EBITDA as measures of our operating performance and not as measures of liquidity. We also calculate Adjusted EBITDA margin, which represents Adjusted EBITDA as a percentage of Net revenues and which provides an additional way to compare the above described measure of our operations across periods.
We calculate funds from operations, or FFO, in accordance with the standards established by the Board of Governors of the NAREIT. NAREIT defines FFO as net income or loss determined in accordance with GAAP, excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus specified non-cash items, such as real estate asset depreciation and amortization, in-place lease intangible amortization, real estate asset impairment, and our share of reconciling items for partially owned entities. We believe that FFO is helpful to investors as a supplemental performance measure because it excludes the effect of depreciation, amortization, and gains or losses from sales of real estate, all of which are based on historical costs, which implicitly assumes that the value of real estate diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, FFO can facilitate comparisons of operating performance between periods and among other equity REITs.
We calculate core funds from operations, or Core FFO, as FFO adjusted for the effects of gain or loss on the sale of non-real estate assets, gain or loss on the destruction of property (net of insurance proceeds), finance lease ROU asset amortization real estate, non-real estate impairments, acquisition, restructuring and other, other nonoperating income or expense, loss on
debt extinguishment and modifications and the effects of gain or loss on foreign currency exchange. We also adjust for the impact attributable to non-real estate impairments on unconsolidated joint ventures and natural disaster. We believe that Core FFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core business operations. We believe Core FFO can facilitate comparisons of operating performance between periods, while also providing a more meaningful predictor of future earnings potential.
However, because FFO and Core FFO add back real estate depreciation and amortization and do not capture the level of recurring maintenance capital expenditures necessary to maintain the operating performance of our properties, both of which have material economic impacts on our results from operations, we believe the utility of FFO and Core FFO as a measure of our performance may be limited.
We calculate adjusted funds from operations, or Adjusted FFO, as Core FFO adjusted for the effects of amortization of deferred financing costs, amortization of debt discount/premium amortization of above or below market leases, straight-line net operating rent, provision or benefit from deferred income taxes, stock-based compensation expense from grants under our equity incentive plans, non-real estate depreciation and amortization, non-real estate finance lease ROU asset amortization, and recurring maintenance capital expenditures. We also adjust for Adjusted FFO attributable to our share of reconciling items of partially owned entities. We believe that Adjusted FFO is helpful to investors as a meaningful supplemental comparative performance measure of our ability to make incremental capital investments in our business and to assess our ability to fund distribution requirements from our operating activities.
FFO, Core FFO, Adjusted FFO, and Adjusted FFO per diluted share are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs. FFO, Core FFO, Adjusted FFO, and Adjusted FFO per diluted share should be evaluated along with GAAP net income and net income per diluted share (the most directly comparable GAAP measures) in evaluating our operating performance. FFO, Core FFO, and Adjusted FFO do not represent net income or cash flows from operating activities in accordance with GAAP and are not indicative of our results of operations or cash flows from operating activities as disclosed in our consolidated financial statements included elsewhere in this Annual Report. FFO, Core FFO, and Adjusted FFO should be considered as supplements, but not alternatives, to our net income or cash flows from operating activities as indicators of our operating performance. Moreover, other REITs may not calculate FFO in accordance with the NAREIT definition or may interpret the NAREIT definition differently than we do. Accordingly, our FFO may not be comparable to FFO as calculated by other REITs. In addition, there is no industry definition of Core FFO or Adjusted FFO and, as a result, other REITs may also calculate Core FFO or Adjusted FFO, or other similarly-captioned metrics, in a manner different than we do.
We are not able to provide forward-looking guidance for certain financial data that would make a reconciliation from the most comparable GAAP measure to non-GAAP financial measure for forward-looking Adjusted EBITDA and Adjusted FFO per share possible without unreasonable effort. This is due to unpredictable nature of relevant reconciling items from factors such as acquisitions, divestitures, impairments, natural disaster events, restructurings, debt issuances that have not yet occurred, or other events that are out of our control and cannot be forecasted. The impact of such adjustments could be significant.
Fourth Quarter 2024 FINANCIAL RESULTS February 26, 2025
Forward-Looking Statements. Certain statements contained in this Presentation, other than historical facts, may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which Lineage operates, and beliefs of, and assumptions made by, the Company and involve uncertainties that could significantly affect Lineage’s financial results. Such forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “can,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” “possible,” “initiatives,” “measures,” “poised,” “focus,” “seek,” “objective,” “goal,” “vision,” “drive,” “opportunity,” “target,” “strategy,” “expect,” “plan,” “potential,” “potentially,” “preparing,” “projected,” “future,” “tomorrow,” “long-term,” “should,” “could,” “would,” “might,” “help,” “aimed”, or other similar words. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Presentation. Such statements include, but are not limited to statements about Lineage’s plans, strategies, initiatives, and prospects and statements about its future results of operations, capital expenditures and liquidity, including any future capital-raising initiatives. Such statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those projected or anticipated, including, without limitation: the risk that we may not be able to complete any anticipated future capital-raising initiatives on the anticipated timing or at all and apply any net proceeds as indicated; general business and economic conditions; continued volatility and uncertainty in the credit markets and broader financial markets, including potential fluctuations in the Consumer Price Index and changes in foreign currency exchange rates; other risks inherent in the real estate business, including customer defaults, potential liability relating to environmental matters, illiquidity of real estate investments, and potential damages from natural disasters; the availability of suitable acquisitions and our ability to acquire those properties or businesses on favorable terms; our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate, integrate and manage diversifying acquisitions or investments; our ability to meet budgeted or stabilized returns on our development and expansion projects within expected time frames, or at all; our ability to manage our expanded operations, including expansion into new markets or business lines; our failure to realize the intended benefits from, or disruptions to our plans and operations or unknown or contingent liabilities related to, our recent and future acquisitions; our failure to successfully integrate and operate acquired or developed properties or businesses; our ability to renew significant customer contracts; the impact of supply chain disruptions, including the impact on labor availability, raw material availability, manufacturing and food production and transportation; difficulties managing an international business and acquiring or operating properties in foreign jurisdictions and unfamiliar metropolitan areas; changes in political conditions, geopolitical turmoil, political instability, civil disturbances, restrictive governmental actions or nationalization in the countries in which we operate; the degree and nature of our competition; our failure to generate sufficient cash flows to service our outstanding indebtedness; our ability to access debt and equity capital markets; continued increases and volatility in interest rates; increased power, labor or construction costs; changes in consumer demand or preferences for products we store in our warehouses; decreased storage rates or increased vacancy rates; labor shortages or our inability to attract and retain talent; changes in, or the failure or inability to comply with, government regulation; a failure of our information technology systems, systems conversions and integrations, cybersecurity attacks or a breach of our information security systems, networks or processes; our failure to maintain our status as a real estate investment trust for U.S. federal income tax purposes; changes in local, state, federal and international laws and regulations, including related to taxation, tariffs, real estate and zoning laws, and increases in real property tax rates; the impact of any financial, accounting, legal or regulatory issues or litigation that may affect us, and any other risks discussed in the Company’s filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024. Should one of more of the risks or uncertainties described above occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Forward-looking statements in this Presentation speak only as of the date of this Presentation, and undue reliance should not be placed on such statements. We undertake no obligation to, nor do we intend to, update, or otherwise revise, any such statements that may become untrue because of subsequent events. While the forward-looking statements are considered reasonable by the Company, they are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Company and cannot be predicted with accuracy and may not be realized. There can be no assurance that the forward-looking statements can or will be attained or maintained. Actual operating results may vary materially from the forward-looking statements included in this Presentation. The forward-looking statements included in this Presentation have been included for purposes of illustration only, and no assurance can be given that the actual results will correspond with the results contemplated in the forward-looking statements. Market Data. We use market data throughout this Presentation that has generally been obtained from external, independent, and publicly available information and industry publications. None of Lineage, its affiliates, advisers, or representatives have verified such independent sources. Accordingly, neither the Company nor any of its affiliates, advisers or representatives make any representations as to the accuracy or completeness of that data or to update such data after the date of this presentation. Such data involves risk and uncertainties and are subject to change based on various factors. Capacity and market share data provided by the Global Cold Chain Alliance, or GCCA, reflects capacity of companies that report to GCCA. North American GCCA data includes GCCA’s estimate of capacity owned and operated by U.S. customers themselves based on data from U.S. Department of Agriculture surveys. Global GCCA data also reflects GCCA’s estimate of capacity of companies that do not report to GCCA. Non-GAAP Measures. This Presentation includes certain financial information that is not presented in accordance with generally accepted accounting principles in the United States (“GAAP”). Such non-GAAP financial measures should not be considered alternatives to net income as a performance measure or cash flows from operations as reported on Lineage’s statement of cash flows as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures. You should be aware that Lineage’s presentation of these and other non-GAAP financial measures in this Presentation may not be comparable to similarly-titled measures used by other companies. We caution investors not to place undue reliance on such non‐GAAP measures, but instead to consider them with the most directly comparable GAAP measures. Non‐GAAP financial measures have limitations as analytical tools and should not be considered in isolation. These non‐GAAP financial measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with GAAP. Lineage believes that in addition to using GAAP results, non-GAAP financial measures can provide meaningful insight in evaluating the Lineage's financial performance and the effectiveness of its business strategies. Reconciliations to the most directly comparable GAAP financial measures and statements of why management believes these measures are useful to investors are included in the Appendix to this Presentation. Safe Harbor Statement 2
2024 Highlights 3 • Largest REIT IPO of all time, raising $5.1B o Used net proceeds to reduce leverage and achieve investment grade credit ratings • Grew adjusted EBITDA +4% and AFFO per share +6% on flat revenue o Continued trend of margin expansion driven by focus on operational efficiency • Initiated dividend at $2.11 annualized rate • Same WH physical occupancy of 78.4% despite market challenges, benefitting from strategic locations and high levels of customer service • Deployed $760M of growth capital; ~$350M in M&A, ~$410M in development projects o Multiple accretive acquisitions; opened state-of-the-art, automated Hazleton, PA facility Hazleton, PA – November 5, 2024 Grand Opening – Hazleton, PA
1. Excluded from 2025 Guidance. 4 Fresh and Frozen Food Market • Globally, fresh and frozen food remains a growing segment with long-term tailwinds; vast majority requires temperature-controlled warehousing Lineage Operational Advantage • Strategically built network and unrivaled technology position Lineage as the global leader in the cold chain • Continue to benefit from labor productivity gains, lean operational excellence, and energy management initiatives • LinOS, our proprietary warehouse execution technology, showing strong initial results in pilot programs as we look to transform warehouse operations 2025 Market Outlook • Market has stabilized after 2 years of unusual volatility driven by inventory rebalancing o Inventory levels remained elevated in the 1H 2024 and stabilized in 2H 2024 (albeit at a historically low level) • Assuming normal seasonality in 2025 with easing comps in 2H 2025 2025 Lineage Guidance • Adj. EBITDA: $1,350M-$1,400M • AFFO per share: $3.40-$3.60 • Capacity for $1.5B+1 of capital deployment with exciting pipeline of opportunities; not included in 2025 guidance Building Momentum into 2025
Q4 2024 Financial Results 5 Total Revenue ($M) Adjusted EBITDA ($M) Adjusted EBITDA Margin AFFO per share $271 $305 $335 Q4 22 Q4 23 Q4 24 20.4% 22.9% 25.0% Q4 22 Q4 23 Q4 24 $0.48 $0.83 Q4 23 Q4 24 Q4 2024 2yr total: +460bps Q4 2024 2yr CAGR: +11% Q4 2024 +73% vs PY $1,328 $1,334 $1,339 Q4 22 Q4 23 Q4 24 Q4 2024 2yr CAGR: flat flatflatYoY growth +210bps+250bpsYoY growth +10%+13%YoY growth
FY 2024 Financial Results 6 $1,074 $1,278 $1,329 2022 2023 2024 $3.09 $3.29 2023 2024 21.8% 23.9% 24.9% 2022 2023 2024 $4,928 $5,342 $5,340 2022 2023 2024 2024 2yr CAGR: +4% 2024 2yr total: +310bps 2024 2yr CAGR: +11% 2024 +6% vs PY flat+8%YoY growth +100bps+210bpsYoY growth +4%+19%YoY growth Total Revenue ($M) Adjusted EBITDA ($M) Adjusted EBITDA Margin AFFO per share
1. As reported. 7 2024 Highlights • Continued NOI margin expansion; +390bps vs 2022 o Labor productivity improvement and strong operational execution driving margin expansion • +7.4% average Same WH NOI growth over last two years 2025 Segment Outlook • Segment NOI growth: o +4%-6%, constant currency o +3%-5%, as reported • Same WH NOI growth: o +2%-5%, constant currency o +1%-4%, as reported • Continue to benefit from productivity, technology and energy initiatives • Outlook assumes stable market (no meaningful improvement) with normal seasonality; elevated inventory levels stabilized after 1H 2024 • Well-positioned for strong operating leverage on incremental growth Global Warehousing Segment $M 39.1% margin 39.5% margin 35.6% margin 2yr CAGR +6% 2yr CAGR +12% +2%+24%YoY growth+1%+12%YoY growth Total Segment $3,432 $3,857 $3,887 2022 2023 2024 Revenue $1,221 $1,508 $1,534 2022 2023 2024 NOI Same Warehouse Details for 2024 Pool 2023 2024 Same WH NOI Growth1 15.3% (0.6)% Physical Occupancy 81.3% 78.4% Economic Occupancy 87.5% 84.7% Throughput Pallets 45.5M 44.8M
8 Global Integrated Solutions Segment $1,496 $1,485 $1,453 Revenue 2022 2023 2024 $M Total Segment $234 $244 $231 NOI 2022 2023 2024 16.4% margin 15.9% margin 15.6% margin (2)%(1)%YoY growth (5)%+4%YoY growth 2024 Highlights • Increased adoption of GIS services by Global Warehousing customers to benefit from strength of Lineage network • Soft transportation demand environment persisted 2025 Segment Outlook • Segment NOI growth: +5%-10% o Driven by new wins as customers leverage our unique network and suite of services
Total debt outstanding of $5.0B • ~3.8 years remaining weighted average term • Weighted average interest rate of 2.7% Total debt and debt-like-obligations of $6.7B • Leverage ratio of 4.9x 9 Capital Structure Update As of 12/31/2024 Total Debt $4,976 Debt-like Obligations $1,729 Gross Debt $6,705 Cash and Equivalents ($173) Net Debt $6,532 YTD Adj. EBITDA $1,329 Net Debt/ Adj. EBITDA 4.9x $M Net Debt to Adjusted EBITDA 2025 Total Capital Deployment Potential $1.5B+ from Available Cash and Debt Capacity Balance Sheet Total liquidity of ~$1.8B: • $173M in available cash • ~$1.7B capacity on revolving credit facility Liquidity
10 2025 Guidance See "Non-GAAP Financial Measures" for additional information regarding these non-GAAP financial measures. 2025 Guidance Range Comments Adjusted EBITDA ($M) $1,350 - $1,400 +2% - 5% YoY AFFO per share $3.40 - $3.60 +3% - 9% YoY Total AFFO of $875-$925M Note: Guidance excludes the impact of unannounced future acquisitions or developments Additional Modeling Support ($M) Range Interest expense, net $250 - $270 Income tax expense, current $35 - $45 Recurring maintenance capex $190 - $205 Adjusted diluted weighted average common shares outstanding ~257m
11 Strong Momentum Entering 2025 – Our Growth Flywheel 1. Excluded from 2025 Guidance. Compounding growth to drive shareholder value Increasing NOI and Same Warehouse Growth Yields Additional Investment Capacity Accretive Capital Deployment in Development Projects and M&A Supports Future NOI Growth Market environment has stabilized after period of inventory rebalancing Lean processes and innovative technology enable productivity gains and sustainable growth Investment grade balance sheet with $1.5B+ 2025 capacity1 Annualized dividend rate of $2.11 per share Future Incremental NOI of +$100M from recently completed and in-process developments Attractive pipeline of M&A and development opportunities Strong Cash Flow and Tax-Efficient REIT Structure Creates Efficient Cost of Capital
Supplemental Financial and Operating Data 12
CONSOLIDATED FINANCIAL PERFORMANCE Global Warehouse Segment - Total 13 1. Labor cost of operations excludes $1 million of stock-based compensation expense for the year ended December 31, 2024. 2. Includes real estate rent expense of $24 million and $25 million for the three months ended December 31, 2024 and 2023, respectively; and non-real estate rent expense (equipment lease and rentals) of $6 million and $5 million for the three months ended December 31, 2024 and 2023, respectively. Includes real estate rent expense of $99 million and $96 million for the years ended December 31, 2024 and 2023, respectively; and non-real estate rent expense (equipment lease and rentals) of $18 million and $21 million for the years ended December 31, 2024 and 2023, respectively. 3. Warehouse storage and warehouse services metrics exclude managed sites. Three Months Ended December 31, Year Ended December 31, (in millions except revenue per pallet) 2024 2023 Change 2024 2023 Change Warehouse storage $508 $526 (3.4)% $2,042 $2,071 (1.4)% Warehouse services 472 449 5.1% 1,845 1,786 3.3% Total global warehousing segment revenues $980 $975 0.5% $3,887 $3,857 0.8% Power $53 $48 10.4% $208 $204 2.0% Labor1 355 360 (1.4)% 1,417 1,402 1.1% Other warehouse costs2 190 193 (1.6)% 728 743 (2.0)% Total global warehousing segment cost of operations $598 $601 (0.5)% $2,353 $2,349 0.2% Global warehousing segment NOI $382 $374 2.1% $1,534 $1,508 1.7% Total global warehousing segment margin 39.0% 38.4% 60 bps 39.5% 39.1% 40 bps Number of warehouse sites 469 463 469 463 Warehouse storage3 Average economic occupancy Average occupied economic pallets (in thousands) 8,339 8,525 (2.2)% 8,175 8,292 (1.4)% Economic occupancy percentage 83.9% 87.2% (330) bps 83.1% 86.0% (290) bps Storage revenue per economic occupied pallet $60.99 $61.75 (1.2)% $249.82 $249.59 0.1% Average physical occupancy Average physical occupied pallets (in thousands) 7,764 7,897 (1.7)% 7,569 7,716 (1.9)% Average physical pallet positions (in thousands) 9,935 9,776 1.6% 9,836 9,642 2.0% Physical occupancy percentage 78.1% 80.8% (270) bps 77.0% 80.0% (300) bps Storage revenue per physical occupied pallet $65.50 $66.66 (1.7)% $269.82 $268.20 0.6% Warehouse services3 Throughput pallets (in thousands) 13,334 13,165 1.3% 52,573 51,601 1.9% Warehouse services revenue per throughput pallet $32.46 $31.21 4.0% $32.17 $31.73 1.4%
SAME WAREHOUSE FINANCIAL PERFORMANCE Global Warehouse Segment – Same Warehouse 141. Warehouse storage and warehouse services metrics exclude managed sites. Three Months Ended December 31, Year Ended December 31, (in millions except revenue per pallet) 2024 2023 Change 2024 2023 Change Warehouse storage $439 $453 (3.1)% $1,760 $1,816 (3.1)% Warehouse services 398 389 2.3% 1,584 1,574 0.6% Total same warehouse revenues $837 $842 (0.6)% $3,344 $3,390 (1.4)% Power $45 $42 7.1% $177 $177 —% Labor 303 312 (2.9)% 1,223 1,232 (0.7)% Other warehouse costs 160 163 (1.8)% 607 636 (4.6)% Total same warehouse cost of operations $508 $517 (1.7)% $2,007 $2,045 (1.9)% Same warehouse NOI $329 $325 1.2% $1,337 $1,345 (0.6)% Total same warehouse margin 39.3% 38.6% 70 bps 40.0% 39.7% 30 bps Number of warehouse sites 409 409 409 409 Warehouse storage1 Average economic occupancy Average occupied economic pallets (in thousands) 7,121 7,340 (3.0)% 7,033 7,268 (3.2)% Economic occupancy percentage 86.0% 88.4% (240) bps 84.7% 87.5% (280) bps Storage revenue per economic occupied pallet $61.56 $61.64 (0.1)% $250.21 $249.84 0.1% Average physical occupancy Average physical occupied pallets (in thousands) 6,646 6,799 (2.3)% 6,510 6,747 (3.5)% Average physical pallet positions (in thousands) 8,280 8,305 (0.3)% 8,302 8,303 —% Physical occupancy percentage 80.3% 81.9% (160) bps 78.4% 81.3% (290) bps Storage revenue per physical occupied pallet $65.96 $66.54 (0.9)% $270.30 $269.13 0.4% Warehouse services1 Throughput pallets (in thousands) 11,220 11,300 (0.7)% 44,754 45,489 (1.6)% Warehouse services revenue per throughput pallet $32.34 $31.52 2.6% $32.30 $31.73 1.8%
NON-SAME WAREHOUSE FINANCIAL PERFORMANCE Global Warehouse Segment – Non-Same Warehouse 151. Warehouse storage and warehouse services metrics exclude managed sites. Three Months Ended December 31, Year Ended December 31, (in millions except revenue per pallet) 2024 2023 Change 2024 2023 Change Warehouse storage $69 $73 (5.5)% $282 $255 10.6% Warehouse services 74 60 23.3% 261 212 23.1% Total non-same warehouse revenues $143 $133 7.5% $543 $467 16.3% Power $8 $6 33.3% $31 $27 14.8% Labor 52 48 8.3% 194 170 14.1% Other warehouse costs 30 30 —% 121 107 13.1% Total non-same warehouse cost of operations $90 $84 7.1% $346 $304 13.8% Non-same warehouse NOI $53 $49 8.2% $197 $163 20.9% Total non-same warehouse margin 37.1% 36.8% 30 bps 36.3% 34.9% 140 bps Number of warehouse sites 60 54 60 54 Warehouse storage1 Average economic occupancy Average occupied economic pallets (in thousands) 1,218 1,185 2.8% 1,142 1,024 11.5% Economic occupancy percentage 73.6% 80.6% (700) bps 74.4% 76.5% (210) bps Storage revenue per economic occupied pallet $57.65 $62.45 (7.7)% $247.41 $247.87 (0.2)% Average physical occupancy Average physical occupied pallets (in thousands) 1,118 1,098 1.8% 1,059 970 9.2% Average physical pallet positions (in thousands) 1,655 1,471 12.5% 1,534 1,339 14.6% Physical occupancy percentage 67.6% 74.6% (700) bps 69.0% 72.4% (340) bps Storage revenue per physical occupied pallet $62.78 $67.38 (6.8)% $266.89 $261.77 2.0% Warehouse services1 Throughput pallets (in thousands) 2,114 1,865 13.4% 7,819 6,112 27.9% Warehouse services revenue per throughput pallet $33.09 $29.33 12.8% $31.42 $31.91 (1.5)%
SAME WAREHOUSE FINANCIAL PERFORMANCE - LAST EIGHT QUARTERS Global Warehouse Segment – Same Warehouse (Q4 2024 Pool) 16 Three Months Ended YoY % Change (in millions except revenue per pallet) March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023 March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 4Q 2024 vs 4Q 2023 FY 2024 vs FY 2023 Warehouse storage $453 $456 $454 $453 $442 $440 $439 $439 (3.1) % (3.1) % Warehouse services 397 397 391 389 392 394 400 398 2.3 % 0.6 % Total same warehouse revenues $850 $853 $845 $842 $834 $834 $839 $837 (0.6) % (1.4) % Power $42 $43 $50 $42 $40 $43 $49 $45 7.1 % — % Labor 303 307 310 312 307 308 305 303 (2.9) % (0.7) % Other warehouse costs 157 159 157 163 151 147 149 160 (1.8) % (4.6) % Total same warehouse cost of operations $502 $509 $517 $517 $498 $498 $503 $508 (1.7) % (1.9) % Same warehouse NOI $348 $344 $328 $325 $336 $336 $336 $329 1.2 % (0.6) % Total same warehouse margin 40.9 % 40.3 % 38.8 % 38.6 % 40.3 % 40.3 % 40.0 % 39.3 % 70 bps 30 bps Number of warehouse sites 409 409 409 409 409 409 409 409 Warehouse storage1 Average economic occupancy Average economic occupied pallets (in thousands) 7,370 7,232 7,130 7,340 7,041 6,997 6,971 7,121 Economic occupancy percentage 88.8 % 87.1 % 85.9 % 88.4 % 84.7% 84.1% 84.1% 86.0 % Storage revenue per economic occupied pallet $61.47 $63.07 $63.70 $61.64 $62.85 $62.76 $63.07 $61.56 Average physical occupancy Average physical occupied pallets (in thousands) 6,872 6,754 6,563 6,799 6,523 6,443 6,427 6,646 Average physical pallet positions (in thousands) 8,298 8,308 8,301 8,305 8,316 8,322 8,291 8,280 Physical occupancy percentage 82.8 % 81.3 % 79.1 % 81.9 % 78.4 % 77.4% 77.5 % 80.3 % Storage revenue per physical occupied pallet $65.92 $67.54 $69.21 $66.54 $67.83 $68.15 $68.41 $65.96 Warehouse services1 Throughput pallets (in thousands) 11,320 11,420 11,449 11,300 11,024 11,255 11,255 11,220 Warehouse services revenue per throughput pallet $32.25 $31.90 $31.24 $31.52 $32.62 $31.88 $32.38 $32.34 Note: Same Warehouse figures based on the 2024 Same Store asset pool. 1. Warehouse storage and warehouse services metrics exclude managed sites.
SAME WAREHOUSE FINANCIAL PERFORMANCE - LAST FOUR QUARTERS (2025 POOL) Global Warehouse Segment – Same Warehouse (2025 Pool) 17 Three Months Ended (in millions except revenue per pallet) March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 Warehouse storage $483 $480 $479 $479 Warehouse services 430 433 441 439 Total same warehouse revenues $913 $913 $920 $918 Power $44 $46 $54 $49 Labor 336 338 334 333 Other warehouse costs 167 162 164 173 Total same warehouse cost of operations $547 $546 $552 $555 Same warehouse NOI $366 $367 $368 $363 Total same warehouse margin 40.1 % 40.2 % 40.0 % 39.5 % Number of warehouse sites 427 427 427 427 Warehouse storage1 Average economic occupancy Average economic occupied pallets (in thousands) 7,671 7,635 7,598 7,812 Economic occupancy percentage 83.6 % 83.2 % 83.0 % 85.5 % Storage revenue per economic occupied pallet $63.00 $62.82 $63.09 $61.35 Average physical occupancy Average physical occupied pallets (in thousands) 7,109 7,041 6,977 7,263 Average physical pallet positions (in thousands) 9,173 9,182 9,158 9,134 Physical occupancy percentage 77.5 % 76.7 % 76.2 % 79.5 % Storage revenue per physical occupied pallet $67.97 $68.12 $68.70 $66.00 Warehouse services1 Throughput pallets (in thousands) 12,109 12,406 12,400 12,360 Warehouse services revenue per throughput pallet $32.54 $31.80 $32.31 $32.36 Note: Same Warehouse figures based on the 2025 Same Store asset pool. 1. Warehouse storage and warehouse services metrics exclude managed sites.
Global Integrated Solutions Segment 181. Includes railcar leasing. Three Months Ended December 31, Year Ended December 31, (in millions) 2024 2023 Change 2024 2023 Change Global Integrated Solutions segment revenues $359 $359 —% $1,453 $1,485 (2.2)% Global Integrated Solutions cost of operations1 $306 $295 3.7% $1,222 $1,241 (1.5)% Global Integrated Solutions segment NOI $53 $64 (17.2)% $231 $244 (5.3)% Global Integrated Solutions margin 14.8% 17.8% (300) bps 15.9% 16.4% (50) bps CONSOLIDATED FINANCIAL PERFORMANCE Global Integrated Solutions Breakdown Transportation1, 60% Food Service & Redistribution, 30% Direct-to- Consumer, 10% YTD Revenue 1. Labor cost of operations excludes stock based compensation expense of $2 million for the three months and year ended December 31, 2024.
Greenfield and Expansion Projects 19 Notes: Values expressed in millions unless otherwise stated. Totals may not sum due to rounding. As of December 31, 2024. 1. Total Cost is actual capex spend in addition to any forecasted capex spend subsequent to Go Live for projects that have gone live. Does not include third party costs. 2. Remaining Spend is total project cost less actual spend to date. 3. Percentage of last twelve months revenue less operating expenses divided by stabilized revenue less operating expenses. 4. Defined as stabilized revenue less operating expenses divided by total cost. Greenfield and Expansion Projects Completed Within The Last 36 Months and in Process Project Vintage (Months) Project Count Square Feet (in millions) Cubic Feet (in millions) Pallet Positions (in thousands) Total Cost (in millions)(1) Remaining Spend (in millions)(2) LTM NOI (in millions) Estimated Stabilized NOI (in millions) Stabilized NOI Achieved(3) Estimated Stabilized ROIC(4) 25-36 11 1.2 81 258 $359 $0 $33 $34 95% 9% 13-24 8 1.5 71 206 391 0 21 48 44% 12% 1-12 4 0.6 37 115 281 2 (8) 28 (28%) 10% 1-36 23 3.3 189 579 $1,031 $2 $46 $110 41% 11% In Process 6 0.7 35 136 $312 $112 ($1) $35 0% 11% Total 29 4.0 224 715 $1,343 $114 $45 $146 31% 11% Incremental NOI from Greenfield and Expansion Projects Estimated Stabilized NOI LTM NOI Achieved Incremental NOI $146M - $45M = $101M
201. Stated maturity dates assume the exercise of extension options. 2. RCF interest rate is inclusive of the 0.15% facility fee which is applied to the full $3.5 billion capacity. Debt Summary DEBT DETAIL As of December 31, 2024 (in millions) Balance Contracted Interest Rate Stated Maturity Date1 Unsecured Revolving Credit Facility2 $1,772 SOFR + 0.925% 2/15/2029 Unsecured Term Loan – Floating 1,000 SOFR + 0.925% 2/15/2029 Total Unsecured Loans $2,772 Private Placement (USD Tranches) – Series A and B 675 2.39% Various Private Placement (EUR Tranches) – Series C, D, G, H and I 645 2.06% Various Private Placement (GBP Tranches) – Series E and F 345 2.05% Various Fuentes 17 Various Various Total Unsecured Notes $1,682 Polar Chicago Real Estate 20 4.30% 6/6/2025 PFS Westfield Real Estate 20 4.78% 12/11/2026 Total CMBS $40 Every Bear 228 4.51% 10/10/2028 Richland (Incl. Expansion) 163 4.10% 1/1/2026 Cool Port 81 SOFR + 1.77% 3/5/2029 Other 9 Various Various Total Other Real Estate Secured Debt $481 Equipment Financing 1 Various Total Debt $4,976 Current Portion Long-Term Debt (56) Deferred Financing Costs (13) Below-Market Debt (4) Above-Market Debt 3 Total Long-Term Debt, Net $4,906 Current Portion Long-Term Debt 56 Total Debt, Net $4,962 Finance Lease Obligations 1,414 Failed sale-leaseback financing obligations 68 Kloosterboer preference shares 247 Total Debt and Debt-Like Obligations $6,691 Deferred Financing Costs 13 Above/Below Market Debt, Net 1 Gross Debt $6,705 Less: Money Market Fund (106) Less: Remaining Available Cash and Cash Equivalent (67) Net Debt $6,532
DEBT COMPOSITION Debt Summary 21Note: As of December 31, 2024. USD $3,723 75% Other 1,253 25% Secured $522 10% Unsecured $4,454 90% Fixed $2,123 43% Floating - Unhedged $353 7% Floating - Hedged $2,500 50% Fixed vs Floating Secured vs Unsecured By Currency $M $M $M $M $1,772 $1,000 $621 $539 $115 $314 $160 $228 $56 $782 $87 $768 $2,969 $314 2025 2026 2027 2028 2029 2030+ Revolver Term Loan A Other Unsecured Debt Real Estate Secured Debt Equipment Financing Other Secured Debt Debt Maturity
INTEREST EXPENSE SUMMARY Debt Summary 22 1. Stated maturity dates assume the exercise of extension options. Interest Expense (in millions) Current Rate Maturity1 Q4 2024 Revolver S + 10bps + 0.925% 2/15/2029 $ 25 Term Loan A S + 10bps + 0.925% 2/15/2029 15 Private Placement Notes Various Various 9 Oakland Cool Port Financing S + 1.76% 5/5/2029 1 Other Debt Various Various 9 Total Gross Interest Expense $ 59 Gain on hedge instruments (21) Capitalized interest (2) Interest income (3) Amortization of deferred financing costs and other financing fees 4 Finance lease liabilities interest 24 Interest Expense, net $ 61
RECURRING MAINTENANCE CAPITAL EXPENDITURES 23 (in millions) Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 YoY Change Global warehousing $57 $20 $34 $38 $57 —% Global integrated solutions $9 $5 $4 $1 $11 22.2% Information technology and other $22 $5 $10 $6 $4 (81.8)% Recurring maintenance capital expenditures $88 $30 $48 $45 $72 (18.2)% INTEGRATION CAPITAL EXPENDITURES (in millions) Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 YoY Change Global warehousing $15 $8 $10 $14 $33 120.0% Global integrated solutions $1 $– $1 $– $2 100.0% Information technology and other $– $9 $4 $5 $8 n.m. Integration capital expenditures $16 $17 $15 $19 $43 168.8% EXTERNAL GROWTH CAPITAL EXPENDITURES, EXCLUDING ACQUISITIONS (in millions) Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 YoY Change Greenfield and expansion expenditures $47 $36 $95 $66 $73 55.3% Energy and economic return initiatives $19 $22 $25 $24 $18 (5.3)% Information technology transformation and growth initiatives $19 $12 $15 $23 $5 (73.7)% External growth capital investments $85 $70 $135 $113 $96 12.9% TOTAL CAPITAL EXPENDITURES AND ACQUISITIONS (in millions) Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 YoY Change Recurring maintenance capital expenditures $88 $30 $48 $45 $72 (18.2)% Integration capital expenditures $16 $17 $15 $19 $43 168.8% External growth capital investments $85 $70 $135 $113 $96 12.9% Total capital expenditures $189 $117 $198 $177 $211 11.6% Acquisitions, including equity issued and net of cash acquired and adjustments $265 $59 $14 $40 $233 (12.1)% Total capital expenditures and acquisitions $454 $176 $212 $217 $444 (2.2)% Capital Expenditures and Acquisitions
Repair and Maintenance Expenses 24 (in millions) Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 YoY Change Global warehousing $39 $33 $36 $40 $35 (10.3)% Global integrated solutions $17 $14 $13 $13 $14 (17.6)% Repair and maintenance expenses $56 $47 $49 $53 $49 (12.5)%
HISTORICAL UTILIZATION AND MINIMUM STORAGE GUARANTEES Global Warehouse Segment 25 80.4% 76.8% 77.8% 77.3% 76.7% 77.2% 79.1% 83.4% 81.9% 79.8% 77.7% 80.8% 77.6% 76.6% 75.4% 78.1% 84.5% 81.1% 82.6% 81.3% 80.2% 81.0% 83.7% 87.7% 87.3% 85.1% 84.3% 87.2% 83.6% 82.9% 82.0% 83.9% Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Physical Utilization Economic Utilization Average Economic and Physical Occupancy in Our Global Warehousing Segment 41.8% 43.5% 43.9% 44.0% Q1 2024 Q2 2024 Q3 2024 Q4 2024 20. 0% 25. 0% 30. 0% 35. 0% 40. 0% 45. 0% 50. 0% Contracts with Minimum Storage Guaranteed & Lease Revenue (as % of Rent and Storage Revenue)
HISTORICAL SAME WAREHOUSE NOI GROWTH – AS REPORTED Global Warehouse Segment 261. As reported. Same Warehouse NOI – 2-Year Trend1 Q1 Q2 Q3 Q4 FY 2023 22.5% 19.0% 11.0% 9.0% 15.3% 2024 (2.9)% (2.3)% 2.4% 1.2% (0.6)% 2-Year Average 9.8% 8.4% 6.7% 5.1% 7.4%
Consolidated Balance Sheets 27 (in millions, except par values) December 31, 2024 December 31, 2023 Assets Current assets: Cash and cash equivalents $ 173 $ 68 Restricted cash 2 3 Accounts receivable, net 826 913 Inventories 187 171 Prepaid expenses and other current assets 97 101 Total current assets 1,285 1,256 Non-current assets: Property, plant, and equipment, net 10,627 10,571 Finance lease right-of-use assets, net 1,254 1,243 Operating lease right-of-use assets, net 627 724 Equity method investments 124 113 Goodwill 3,338 3,394 Other intangible assets, net 1,127 1,280 Other assets 279 290 Total assets $ 18,661 $ 18,871 Liabilities, Redeemable Noncontrolling Interests, and Equity Current liabilities: Accounts payable and accrued liabilities $ 1,220 $ 1,137 Accrued dividends and distributions 134 110 Deferred revenue 83 94 Current portion of long-term debt, net 56 24 Total current liabilities 1,493 1,365 Non-current liabilities: Long-term finance lease obligations 1,249 1,305 Long-term operating lease obligations 605 692 Deferred income tax liability 304 370 Long-term debt, net 4,906 8,958 Other long-term liabilities 410 159 Total liabilities 8,967 12,849 Commitments and contingencies (Note 20) Redeemable noncontrolling interests 43 349 Stockholders’ equity: Common stock, $0.01 par value per share – 500 authorized shares; 228 issued and outstanding at December 31, 2024 and 162 issued and outstanding at December 31, 2023 2 2 Additional paid-in capital - common stock 10,764 5,961 Series A preferred stock, $0.01 par value per share – 100 authorized shares; no issued and outstanding shares at December 31, 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) (1,855) (879) Accumulated other comprehensive income (loss) (273) (34) Total stockholders’ equity 8,638 5,051 Noncontrolling interests 1,013 622 Total equity 9,651 5,673 Total liabilities, redeemable noncontrolling interests, and equity $ 18,661 $ 18,871
Consolidated Statements of Income 28 Year Ended December 31, 2024 2023 2022 (in millions, except per share amounts) Net revenues $ 5,340 $ 5,342 $ 4,928 Cost of operations 3,578 3,590 3,473 General and administrative expense 539 502 399 Depreciation expense 659 552 480 Amortization expense 217 208 198 Acquisition, transaction, and other expense 651 60 66 Restructuring, impairment, and (gain) loss on disposals 57 32 15 Total operating expense 5,701 4,944 4,631 Income from operations (361) 398 297 Other income (expense): Equity income (loss), net of tax (6) (3) - Gain (loss) on foreign currency transactions, net (25) 4 (24) Interest expense, net (430) (490) (347) Gain (loss) on extinguishment of debt (17) - 2 Other nonoperating income (expense), net (1) (19) 2 Total other income (expense), net (479) (508) (367) Net income (loss) before income taxes (840) (110) (70) Income tax expense (benefit) (89) (14) 6 Net income (loss) (751) (96) (76) Less: Net income (loss) attributable to noncontrolling interests (87) (19) (13) Net income (loss) attributable to Lineage, Inc. $ (664) $ (77) $ (63) Other comprehensive income (loss), net of tax: Unrealized gain (loss) on foreign currency hedges and interest rate hedges (60) (87) 172 Foreign currency translation adjustments (207) 88 (221) Comprehensive income (loss) (1,018) (95) (125) Less: Comprehensive income (loss) attributable to noncontrolling interests (115) (21) (16) Comprehensive income (loss) attributable to Lineage, Inc. $ (903) $ (74) $ (109) Basic earnings (loss) per share $ (3.70) $ (0.73) $ (0.51) Diluted earnings (loss) per share $ (3.70) $ (0.73) $ (0.51) Weighted average common shares outstanding: Basic 191 162 152 Diluted 191 162 152
Consolidated Statements of Cash Flows 29 Year Ended December 31, 2024 2023 2022 (in millions) Cash flows from operating activities: Net income (loss) $ (751) $ (96) $ (76) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Provision for credit losses 5 6 5 Impairment of long-lived and intangible assets 98 9 1 Gain on insurance recovery (see Note 20, Commitments and contingencies) (76) - - Loss on sale of a subsidiary (see Note 4, Business combinations, asset acquisitions, and divestitures) - 21 - Depreciation and amortization 876 760 678 (Gain) loss on extinguishment of debt, net 17 - (2) Amortization of deferred financing costs and above/below market debt 19 21 17 Stock-based compensation 215 26 17 (Gain) loss on foreign currency transactions, net 25 (4) 24 Deferred income tax (105) (58) (42) 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 - - Put Options fair value adjustment 31 - - Other operating activities 19 9 4 Changes in operating assets and liabilities (excluding effects of acquisitions): Accounts receivable 64 43 (156) Prepaid expenses, other assets, and other long-term liabilities (29) (12) (53) Inventories (18) 8 (13) Accounts payable and accrued liabilities and deferred revenue (85) 51 84 Right-of-use assets and lease obligations 13 12 13 Net cash provided by operating activities $ 703 $ 796 $ 501 Cash flows from investing activities: Acquisitions, net of cash acquired $ (346) $ (283) $ (1,640) Deposits on pending acquisitions and related refunds, net 3 - 93 Purchase of property, plant, and equipment (691) (766) (813) Proceeds from sale of assets 7 19 4 Proceeds from insurance recovery on impaired long-lived assets 105 - - Investments in Emergent Cold LatAm Holdings, LLC (20) (31) (12) Proceeds from repayment of notes by related parties 15 - - Other investing activity 8 (5) (1) Net cash used in investing activities $ (919) $ (1,066) $ (2,369)
Consolidated Statements of Cash Flows (continued) 30 Year Ended December 31, 2024 2023 2022 (in millions) Cash flows from financing activities: Capital contributions, net of equity raise costs $ - $ 142 $ 942 Issuance of common stock in IPO, net of equity raise costs 4,879 (6) - Dividends and other distributions (234) (46) (180) Redemption of redeemable noncontrolling interests (6) - (56) Repurchase of common shares for employee income taxes on stock-based compensation (46) - - Repurchase of common stock pursuant to Put Option exercise (17) - - Financing fees (45) - (9) Proceeds from long-term debt 2,481 - 946 Repayments of long-term debt and finance leases (7,112) (96) (103) Payment of deferred and contingent consideration liabilities (46) (36) (8) Borrowings on revolving line of credit 4,112 1,431 2,465 Repayments on revolving line of credit (3,512) (1,216) (2,152) Redemption of units issued as stock compensation (2) (12) (8) Redemption of common stock (25) (12) - Redemption of OPEUs (75) - - Settlement of Put Option liability (27) - - Other financing activity (5) (13) 3 Net cash provided by financing activities $ 320 $ 136 $ 1,840 Impact of foreign exchange rates on cash, cash equivalents, and restricted cash - 3 (10) Net increase (decrease) in cash, cash equivalents, and restricted cash 104 (131) (38) Cash, cash equivalents, and restricted cash at the beginning of the period $ 71 $ 202 $ 240 Cash, cash equivalents, and restricted cash at the end of the period $ 175 $ 71 $ 202
Consolidated Statements of Cash Flows (continued) 31 Year Ended December 31, 2024 2023 2022 (in millions) Supplemental disclosures of cash flow information: Cash paid for taxes $ 36 $ 31 $ 74 Cash paid for interest 523 594 354 Noncash activities: Purchases of property, plant, and equipment in Accounts payable and accrued liabilities 118 104 100 Issuance of Put Option liability 103 - - Accrued dividends, distributions, and dividend equivalents 135 109 11 Debt assumed on acquisitions 14 3 35 Equity issued on acquisitions - 6 96 Net deferred and contingent consideration on acquisitions 12 11 30 Equity issued in exchange for redeemable noncontrolling interests - - 10 Redemptions of stock-based compensation not yet paid in cash - - 7 Noncash capital contributions - (3) (7) Noncash common stock issuances 1 - - Equity raise costs 6 - -
32 Appendix: Non-GAAP Reconciliations
NOI RECONCILIATION TO NET INCOME Non-GAAP Reconciliations 33 Note: See "Non-GAAP Financial Measures" for additional information regarding these non-GAAP financial measures. 1. NOI Margin is calculated as NOI divided by revenues. 2. Reflects year-over-year growth for each respective period. Year Ended December 31, (in millions) 2022 2023 2024 Net Income (Loss) $(76) $(96) $(751) Stock-based compensation expense in cost of operations — — 3 General and administrative expense 399 502 539 Depreciation expense 480 552 659 Amortization expense 198 208 217 Acquisition, transaction, and other expenses 66 60 651 Restructuring, impairment, and (gain) loss on disposals 15 32 57 Equity (income) loss, net of Tax — 3 6 (Gain) loss on foreign currency transactions, net 24 (4) 25 Interest expense, net 347 490 430 (Gain) loss on extinguishment of Debt (2) — 17 Other nonoperating (income) expense, net (2) 19 1 Income tax expense (benefit) 6 (14) (89) NOI $1,455 $1,752 $1,765 Net revenues $4,928 $5,342 $5,340 NOI Margin1 29.5% 32.8% 33.1% NOI Growth2 20.4% 0.7%
NOI RECONCILIATION TO NET INCOME - LAST EIGHT QUARTERS (Q4 2024 Pool) Non-GAAP Reconciliations 34Notes: Same Warehouse figures based on the Q4 2024 Same Store asset pool. See "Non-GAAP Financial Measures" for additional information regarding these non-GAAP financial measures. (in millions) March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023 March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 Net Income (Loss) $19 $(8) $(50) $(57) $(48) $(80) $(543) $(80) Stock-based compensation expense in cost of operations — — — — — — 1 2 General and administrative expense 115 124 122 141 124 127 143 145 Depreciation expense 130 136 137 150 158 164 156 181 Amortization expense 52 52 51 53 53 55 54 55 Acquisition, transaction, and other expenses 11 15 19 15 8 12 592 39 Restructuring, impairment, and (gain) loss on disposals 4 3 4 21 — 15 8 34 Equity (income) loss, net of Tax — — 2 1 2 1 — 3 (Gain) loss on foreign currency transactions, net 1 3 5 (13) 11 (2) (14) 30 Interest expense, net 115 116 126 133 139 148 82 61 (Gain) loss on extinguishment of debt — — — — 7 — 6 4 Other nonoperating (income) expense, net — — 19 — — — (1) 2 Income tax expense (benefit) (3) — (5) (6) (10) 7 (45) (41) Total segment NOI $443 $441 $430 $438 $444 $447 $439 $435 NOI by Segment Global warehousing NOI $386 $381 $367 $374 $385 $384 $383 $382 Global integrated solutions NOI 57 60 63 64 59 63 56 53 Total segment NOI $443 $441 $430 $438 $444 $447 $439 $435 Global warehousing NOI Same warehouse NOI (Q4 2024 pool) $348 $344 $328 $325 $336 $336 $336 $329 Non-same warehouse NOI 38 37 39 49 49 48 47 53 Total global warehousing NOI $386 $381 $367 $374 $385 $384 $383 $382 Same store warehouses (Q4 2024 pool) 409 409 409 409 409 409 409 409
ADJUSTED EBITDA RECONCILIATION TO NET INCOME Non-GAAP Reconciliations 35Note: See "Non-GAAP Financial Measures" for additional information regarding these non-GAAP financial measures. Year Ended December 31, (in millions) 2022 2023 2024 Net Income (loss) $(76) $(96) $(751) Adjustments: Depreciation and amortization expense 678 760 876 Interest expense, net 347 490 430 Income tax expense (benefit) 6 (14) (89) EBITDA $955 $1,140 $466 Adjustments: Net loss (gain) on sale of real estate assets 4 8 10 Impairment write-downs on real estate property — 2 11 Allocation of EBITDAre of noncontrolling interests (5) (3) (1) EBITDAre $954 $1,147 $486 Adjustments: Net (gain) loss on sale of non-real estate assets 5 2 (1) Other nonoperating (income) expense, net (2) 19 1 Acquisition, restructuring, and other 71 73 542 Technology transformation — — 22 (Gain) loss on property destruction — — (51) Interest expense and tax expense from unconsolidated JVs 3 3 5 Depreciation and amortization expense from unconsolidated JVs 4 5 6 (Gain) loss on foreign currency transactions, net 24 (4) 25 Stock-based compensation expense 17 26 215 (Gain) loss on extinguishment of debt (2) — 17 Impairment of intangible assets — 7 63 Allocation adjustments of noncontrolling interests — — (1) Adjusted EBITDA $1,074 $1,278 $1,329 Net revenues $4,928 $5,342 $5,340 Adjusted EBITDA as a % of Revenue 21.8 % 23.9 % 24.9 % Adjusted EBITDA Growth 19.0 % 4.0 %
ADJUSTED EBITDA RECONCILIATION TO NET INCOME QTD Non-GAAP Reconciliations 36Note: See "Non-GAAP Financial Measures" for additional information regarding these non-GAAP financial measures. Three Months Ended (in millions) 2022 2023 2024 Net Income (loss) $(18) $(57) $(80) Adjustments: Depreciation and amortization expense $168 $203 $236 Interest expense, net 111 133 61 Income tax expense (benefit) 1 (6) (41) EBITDA $262 $273 $176 Adjustments: Net loss (gain) on sale of real estate assets 4 1 5 Impairment write-downs on real estate property — — 2 Allocation of EBITDAre of noncontrolling interests — (1) 1 EBITDAre $266 $273 $184 Adjustments: Net (gain) loss on sale of non-real estate assets $6 $5 $1 Other nonoperating (income) expense, net — — 2 Acquisition, restructuring, and other 12 23 46 Technology transformation — — 7 (Gain) loss on property destruction — — (47) Interest expense and tax expense from unconsolidated JVs — 1 1 Depreciation and amortization expense from unconsolidated JVs 1 1 1 (Gain) loss on foreign currency transactions, net (18) (13) 30 Stock-based compensation expense 4 7 44 (Gain) loss on extinguishment of debt — — 4 Impairment of intangible assets — 7 63 Allocation adjustments of noncontrolling interests — 1 (1) Adjusted EBITDA $271 $305 $335 Net revenues $1,328 $1,334 $1,339 Adjusted EBITDA as a % of Revenue 20.4 % 22.9 % 25.0 % Adjusted EBITDA Growth 12.5 % 9.8 %
ADJUSTED EBITDA RECONCILIATION TO NET INCOME – QTD and YTD Non-GAAP Reconciliations 37Note: See "Non-GAAP Financial Measures" for additional information regarding these non-GAAP financial measures. Three Months Ended Twelve Months Ended (in millions) March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 December 31, 2024 Net Income (loss) $(48) $(80) $(543) $(80) $(751) Adjustments: Depreciation and amortization expense 211 219 210 236 876 Interest expense, net 139 148 82 61 430 Income tax expense (benefit) (10) 7 (45) (41) (89) EBITDA $292 $294 $(296) $176 $466 Adjustments: Net loss (gain) on sale of real estate assets — 3 2 5 10 Impairment write-downs on real estate property — 5 4 2 11 Allocation of EBITDAre of noncontrolling interests (1) — (1) 1 (1) EBITDAre $291 $302 $(291) $184 $486 Adjustments: Net (gain) loss on sale of non-real estate assets (1) (1) — 1 (1) Other nonoperating (income) expense, net — — (1) 2 1 Acquisition, restructuring, and other 9 17 470 46 542 Technology transformation 3 7 5 7 22 (Gain) loss on property destruction — 1 (5) (47) (51) Interest expense and tax expense from unconsolidated JVs — 2 2 1 5 Depreciation and amortization expense from unconsolidated JVs 1 2 2 1 6 (Gain) loss on foreign currency transactions, net 11 (2) (14) 30 25 Stock-based compensation expense 5 6 160 44 215 (Gain) loss on extinguishment of debt 7 — 6 4 17 Impairment of intangible assets — — — 63 63 Allocation adjustments of noncontrolling interests 1 — (1) (1) (1) Adjusted EBITDA $327 $334 $333 $335 $1,329
ADJUSTED FFO RECONCILIATION TO NET INCOME Non-GAAP Reconciliations 38Note: See "Non-GAAP Financial Measures" for additional information regarding these non-GAAP financial measures. Year Ended December 31, (in millions) 2022 2023 2024 Net Income (loss) $(76) $(96) $(751) Adjustments: Real estate depreciation 292 325 356 In-place lease intangible amortization 9 7 8 Net loss (gain) on sale of real estate assets 4 8 10 Impairment write-downs on real estate property — 2 11 Real estate depreciation, (gain) loss on sale of real estate and real estate impairments on unconsolidated JVs 3 3 2 Allocation of noncontrolling interests (3) — — FFO $229 $249 $(364) Adjustments: Net (gain) loss on sale of non-real estate assets 5 2 (1) Finance lease ROU asset amortization - real estate related 75 70 72 Impairment of Intangible assets — 7 63 Other nonoperating (income) expense, net (2) 19 1 Acquisition, restructuring, and other 71 73 547 Technology transformation — — 22 (Gain) Loss from property destruction — — (51) (Gain) loss on foreign currency transactions, net 24 (4) 25 (Gain) loss on extinguishment of debt (2) — 17 Core FFO $400 $416 $331 Adjustments: Non-real estate depreciation and amortization 288 334 411 Finance lease ROU asset amortization - non-real estate 14 23 29 Amortization of deferred financing costs 18 19 18 Amortization of debt discount / premium (1) 2 1 Deferred income taxes expense (benefit) (42) (58) (105) Straight line net operating rent — 6 (3) Amortization of above / below market leases 1 — (1) Stock-based compensation expense 17 26 215 Recurring maintenance capital expenditures (145) (208) (195) Allocation related to unconsolidated JVs 1 3 5 Allocation of noncontrolling interests 1 (1) (1) Adjusted FFO $552 $562 $705 Reconciliation of weighted average common shares outstanding: Weighted average common shares outstanding 152 162 191 Partnership common units and OP units held by Non-Company LPs 20 20 21 Equity compensation and other unvested units — — 2 Adjusted diluted weighted average common shares outstanding 172 182 214 Adjusted FFO per diluted common share $3.21 $3.09 $3.29
ADJUSTED FFO RECONCILIATION TO NET INCOME QTD Non-GAAP Reconciliations 39Note: See "Non-GAAP Financial Measures" for additional information regarding these non-GAAP financial measures. Three Months Ended December 31, 2022 2023 2024 Net Income (loss) $(18) $(57) $(80) Adjustments: Real estate depreciation $70 $87 $91 In-place lease intangible amortization 2 1 2 Net loss (gain) on sale of real estate assets 4 1 5 Impairment write-downs on real estate property — — 2 Real estate depreciation, (gain) loss on sale of real estate and real estate impairments on unconsolidated JVs 1 — — Allocation of noncontrolling interests 1 — 1 FFO $60 $32 $21 Adjustments: Net (gain) loss on sale of non-real estate assets $6 $5 $1 Finance lease ROU asset amortization - real estate related 19 17 19 Impairment of Intangible assets — 7 63 Other nonoperating (income) expense, net — — 2 Acquisition, restructuring, and other 12 23 47 Technology transformation — — 7 (Gain) Loss from property destruction — — (47) (Gain) loss on foreign currency transactions, net (18) (13) 30 Allocation related to unconsolidated JVs — — — (Gain) loss on extinguishment of debt — — 4 Core FFO $79 $71 $147 Adjustments: Non-real estate depreciation and amortization $72 $91 $117 Finance lease ROU asset amortization - non-real estate 4 7 8 Amortization of deferred financing costs 5 5 2 Amortization of debt discount / premium — 1 — Deferred income taxes expense (benefit) (10) (10) (34) Straight line net operating rent — 2 — Amortization of above / below market leases — — — Stock-based compensation expense 4 7 44 Recurring maintenance capital expenditures (54) (89) (72) Allocation related to unconsolidated JVs — 1 1 Allocation of noncontrolling interests — — — Adjusted FFO $100 $86 $213 Reconciliation of weighted average common shares outstanding: Weighted average common shares outstanding 157 162 228 Partnership common units and OP units held by Non-Company LPs 20 20 22 Equity compensation and other unvested units — — 7 Adjusted diluted weighted average common shares outstanding 177 182 257 Adjusted FFO per diluted common share $0.56 $0.48 $0.83
NET DEBT RECONCILIATION Non-GAAP Reconciliations 40Note: See "Non-GAAP Financial Measures" for additional information regarding these non-GAAP financial measures. As of December 31, (in millions) 2024 Total debt, net $4,962 Finance lease obligations 1,414 Failed sale-leaseback financing obligations 68 Kloosterboer preference shares 247 Total debt and debt-like obligations $6,691 Deferred financing costs 13 Above/below market debt, net 1 Gross debt $6,705 Less: Cash and cash equivalents 173 Net debt $6,532 Adjusted EBITDA (for the twelve months ended) $1,329 Net debt to Adjusted EBITDA 4.9x
We use the following non-GAAP financial measures as supplemental performance measures of our business: segment NOI, FFO, Core FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA, Adjusted EBITDA margin, and net debt. We also use same warehouse and non-same warehouse metrics. We calculate total segment NOI as our total revenues less our cost of operations (excluding any depreciation and amortization, general and administrative expense, stock-based compensation expense, restructuring and impairment expense, gain and loss on sale of assets, and acquisition, transaction, and other expense. We use segment NOI to evaluate our segments for purposes of making operating decisions and assessing performance in accordance with ASC 280, Segment Reporting. We believe segment NOI is helpful to investors as a supplemental performance measure to net income because it assists both investors and management in understanding the core operations of our business. There is no industry definition of segment NOI and, as a result, other REITs may calculate segment NOI or other similarly- captioned metrics in a manner different than we do. We calculate “same warehouse NOI” as revenues for the same warehouse population less its cost of operations (excluding any depreciation and amortization, general and administrative expenses, stock-based compensation expense, restructuring and impairment expense, gains and losses on sale of assets, and acquisition, transaction, and other expense). We evaluate the performance of the warehouses we own, lease, or manage using a “same warehouse” analysis, and we believe that same warehouse NOI is helpful to investors as a supplemental performance measure because it includes the operating performance from the population of properties that is consistent from period to period, thereby eliminating the effects of changes in the composition of our warehouse portfolio on performance measures. We calculate EBITDA for Real Estate, or EBITDAre, in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT, defined as earnings before interest income or expense, taxes, depreciation and amortization, net loss or gain on sale of real estate, net of withholding taxes, impairment write-downs on real estate property, and adjustments to reflect our share of EBITDAre of partially owned entities. EBITDAre is a measure commonly used in our industry, and we present EBITDAre to enhance investor understanding of our operating performance. We believe that EBITDAre provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles, and useful life of related assets among otherwise comparable companies We also calculate our Adjusted EBITDA as EBITDAre further adjusted for the effects of gain or loss on the sale of non-real estate assets, gain or loss on the destruction of property (net of insurance proceeds), other nonoperating income or expense, acquisition, restructuring, and other expense, foreign currency exchange gain or loss, stock-based compensation expense, loss or gain on debt extinguishment and modification, impairment of investments in non-real estate, technology transformation, and reduction in EBITDAre from partially owned entities. We believe that the presentation of Adjusted EBITDA provides a measurement of our operations that is meaningful to investors because it excludes the effects of certain items that are otherwise included in EBITDAre but which we do not believe are indicative of our core business operations. EBITDAre and Adjusted EBITDA are not measurements of financial performance under GAAP, and our EBITDAre and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. You should not consider our EBITDAre and Adjusted EBITDA as alternatives to net income or cash flows from operating activities determined in accordance with GAAP. Our calculations of EBITDAre and Adjusted EBITDA have limitations as analytical tools, including the following: • these measures do not reflect our historical or future cash requirements for maintenance capital expenditures or growth and expansion capital expenditures; • these measures do not reflect changes in, or cash requirements for, our working capital needs; • these measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness; • these measures do not reflect our tax expense or the cash requirements to pay our taxes; and • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and these measures do not reflect any cash requirements for such replacements. We use EBITDA, EBITDAre and Adjusted EBITDA as measures of our operating performance and not as measures of liquidity. We also calculate Adjusted EBITDA margin, which represents Adjusted EBITDA as a percentage of Net revenues and which provides an additional way to compare the above-described measure of our operations across periods. (continued on following slide) Non-GAAP Financial Measures 41
(continued) We calculate funds from operations, or FFO, in accordance with the standards established by the Board of Governors of the NAREIT. NAREIT defines FFO as net income or loss determined in accordance with GAAP, excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus specified non-cash items, such as real estate asset depreciation and amortization, in-place lease intangible amortization, real estate asset impairment, and our share of reconciling items for partially owned entities. We believe that FFO is helpful to investors as a supplemental performance measure because it excludes the effect of depreciation, amortization, and gains or losses from sales of real estate, all of which are based on historical costs, which implicitly assumes that the value of real estate diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, FFO can facilitate comparisons of operating performance between periods and among other equity REITs. We calculate core funds from operations, or Core FFO, as FFO adjusted for the effects of gain or loss on the sale of non-real estate assets, gain or loss on the destruction of property (net of insurance proceeds), finance lease ROU asset amortization real estate, non-real estate impairments, acquisition, restructuring and other, other nonoperating income or expense, loss on debt extinguishment and modifications and the effects of gain or loss on foreign currency exchange. We also adjust for the impact attributable to non-real estate impairments on unconsolidated joint ventures and natural disaster. We believe that Core FFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core business operations. We believe Core FFO can facilitate comparisons of operating performance between periods, while also providing a more meaningful predictor of future earnings potential. However, because FFO and Core FFO add back real estate depreciation and amortization and do not capture the level of recurring maintenance capital expenditures necessary to maintain the operating performance of our properties, both of which have material economic impacts on our results from operations, we believe the utility of FFO and Core FFO as a measure of our performance may be limited. We calculate adjusted funds from operations, or Adjusted FFO, as Core FFO adjusted for the effects of amortization of deferred financing costs, amortization of debt discount/premium amortization of above or below market leases, straight-line net operating rent, provision or benefit from deferred income taxes, stock-based compensation expense from grants under our equity incentive plans, non-real estate depreciation and amortization, non-real estate finance lease ROU asset amortization, and recurring maintenance capital expenditures. We also adjust for Adjusted FFO attributable to our share of reconciling items of partially owned entities. We believe that Adjusted FFO is helpful to investors as a meaningful supplemental comparative performance measure of our ability to make incremental capital investments in our business and to assess our ability to fund distribution requirements from our operating activities. FFO, Core FFO, Adjusted FFO, and Adjusted FFO per diluted share are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs. FFO, Core FFO, Adjusted FFO, and Adjusted FFO per diluted share should be evaluated along with GAAP net income and net income per diluted share (the most directly comparable GAAP measures) in evaluating our operating performance. FFO, Core FFO, and Adjusted FFO do not represent net income or cash flows from operating activities in accordance with GAAP and are not indicative of our results of operations or cash flows from operating activities as disclosed in our condensed consolidated financial statements included elsewhere in this Quarterly Report. FFO, Core FFO, and Adjusted FFO should be considered as supplements, but not alternatives, to our net income or cash flows from operating activities as indicators of our operating performance. Moreover, other REITs may not calculate FFO in accordance with the NAREIT definition or may interpret the NAREIT definition differently than we do. Accordingly, our FFO may not be comparable to FFO as calculated by other REITs. In addition, there is no industry definition of Core FFO or Adjusted FFO and, as a result, other REITs may also calculate Core FFO or Adjusted FFO, or other similarly-captioned metrics, in a manner different than we do. We are not able to provide forward-looking guidance for certain financial data that would make a reconciliation from the most comparable GAAP measure to non-GAAP financial measure for forward-looking Adjusted EBITDA and Adjusted FFO per share possible without unreasonable effort. This is due to unpredictable nature of relevant reconciling items from factors such as acquisitions, divestitures, impairments, natural disaster events, restructurings, debt issuances that have not yet occurred, or other events that are out of our control and cannot be forecasted. The impact of such adjustments could be significant. We calculate net debt as our gross debt (defined as total debt, net plus finance lease obligations, failed sale-leaseback financing obligations, deferred financing costs, above/below market debt, net and the Kloosterboer preference shares), less cash and cash equivalents. Adjusted net debt to Adjusted EBITDA is calculated using adjusted net debt as of period end divided by Adjusted EBITDA for the twelve months then ended. We use this ratio to evaluate our capital structure and financial leverage. This ratio is also commonly used in our industry, and we believe it provides investors, lenders and rating agencies a meaningful supplemental measure of our ability to repay and service our debt obligations. Other REITs may also calculate this ratio or other similarly-captioned metrics in a manner different than we do. Non-GAAP Financial Measures 42
C O N TA C T Thank you 43 Evan Barbosa VP, Investor Relations ir@onelineage.com
Lineage Investor Presentation February 2025
Disclaimer 2 Forward-Looking Statements. Certain statements contained in this Presentation, other than historical facts, may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which Lineage operates, and beliefs of, and assumptions made by, the Company and involve uncertainties that could significantly affect Lineage’s financial results. Such forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “can,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” “possible,” “initiatives,” “measures,” “poised,” “focus,” “seek,” “objective,” “goal,” “vision,” “drive,” “opportunity,” “target,” “strategy,” “expect,” “plan,” “potential,” “potentially,” “preparing,” “projected,” “future,” “tomorrow,” “long-term,” “should,” “could,” “would,” “might,” “help,” “aimed”, or other similar words. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Presentation. Such statements include, but are not limited to statements about Lineage’s plans, strategies, initiatives, and prospects and statements about its future results of operations, capital expenditures and liquidity, including any future capital-raising initiatives. Such statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those projected or anticipated, including, without limitation: the risk that we may not be able to complete any anticipated future capital-raising initiatives on the anticipated timing or at all and apply any net proceeds as indicated; general business and economic conditions; continued volatility and uncertainty in the credit markets and broader financial markets, including potential fluctuations in the Consumer Price Index and changes in foreign currency exchange rates; other risks inherent in the real estate business, including customer defaults, potential liability relating to environmental matters, illiquidity of real estate investments, and potential damages from natural disasters; the availability of suitable acquisitions and our ability to acquire those properties or businesses on favorable terms; our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate, integrate and manage diversifying acquisitions or investments; our ability to meet budgeted or stabilized returns on our development and expansion projects within expected time frames, or at all; our ability to manage our expanded operations, including expansion into new markets or business lines; our failure to realize the intended benefits from, or disruptions to our plans and operations or unknown or contingent liabilities related to, our recent and future acquisitions; our failure to successfully integrate and operate acquired or developed properties or businesses; our ability to renew significant customer contracts; the impact of supply chain disruptions, including the impact on labor availability, raw material availability, manufacturing and food production and transportation; difficulties managing an international business and acquiring or operating properties in foreign jurisdictions and unfamiliar metropolitan areas; changes in political conditions, geopolitical turmoil, political instability, civil disturbances, restrictive governmental actions or nationalization in the countries in which we operate; the degree and nature of our competition; our failure to generate sufficient cash flows to service our outstanding indebtedness; our ability to access debt and equity capital markets; continued increases and volatility in interest rates; increased power, labor or construction costs; changes in consumer demand or preferences for products we store in our warehouses; decreased storage rates or increased vacancy rates; labor shortages or our inability to attract and retain talent; changes in, or the failure or inability to comply with, government regulation; a failure of our information technology systems, systems conversions and integrations, cybersecurity attacks or a breach of our information security systems, networks or processes; our failure to maintain our status as a real estate investment trust for U.S. federal income tax purposes; changes in local, state, federal and international laws and regulations, including related to taxation, tariffs, real estate and zoning laws, and increases in real property tax rates; the impact of any financial, accounting, legal or regulatory issues or litigation that may affect us, and any other risks discussed in the Company’s filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024. Should one of more of the risks or uncertainties described above occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Forward-looking statements in this Presentation speak only as of the date of this Presentation, and undue reliance should not be placed on such statements. We undertake no obligation to, nor do we intend to, update, or otherwise revise, any such statements that may become untrue because of subsequent events. While the forward-looking statements are considered reasonable by the Company, they are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Company and cannot be predicted with accuracy and may not be realized. There can be no assurance that the forward-looking statements can or will be attained or maintained. Actual operating results may vary materially from the forward-looking statements included in this Presentation. The forward-looking statements included in this Presentation have been included for purposes of illustration only, and no assurance can be given that the actual results will correspond with the results contemplated in the forward-looking statements. Market Data. We use market data throughout this Presentation that has generally been obtained from external, independent, and publicly available information and industry publications. None of Lineage, its affiliates, advisers, or representatives have verified such independent sources. Accordingly, neither the Company nor any of its affiliates, advisers or representatives make any representations as to the accuracy or completeness of that data or to update such data after the date of this presentation. Such data involves risk and uncertainties and are subject to change based on various factors. Capacity and market share data provided by the Global Cold Chain Alliance, or GCCA, reflects capacity of companies that report to GCCA. North American GCCA data includes GCCA’s estimate of capacity owned and operated by U.S. customers themselves based on data from U.S. Department of Agriculture surveys. Global GCCA data also reflects GCCA’s estimate of capacity of companies that do not report to GCCA. Non-GAAP Measures. This Presentation includes certain financial information that is not presented in accordance with generally accepted accounting principles in the United States (“GAAP”). Such non-GAAP financial measures should not be considered alternatives to net income as a performance measure or cash flows from operations as reported on Lineage’s statement of cash flows as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures. You should be aware that Lineage’s presentation of these and other non-GAAP financial measures in this Presentation may not be comparable to similarly-titled measures used by other companies. We caution investors not to place undue reliance on such non‐GAAP measures, but instead to consider them with the most directly comparable GAAP measures. Non‐GAAP financial measures have limitations as analytical tools and should not be considered in isolation. These non‐GAAP financial measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with GAAP. Lineage believes that in addition to using GAAP results, non- GAAP financial measures can provide meaningful insight in evaluating the Lineage's financial performance and the effectiveness of its business strategies. Reconciliations to the most directly comparable GAAP financial measures and statements of why management believes these measures are useful to investors are included in the Appendix to this Presentation.
Key Investment Highlights 3 Cold storage is the critical infrastructure of the global food supply chain – a large, growing, recession-resistant market Superior same warehouse growth supported by a strong Integrated Solutions segment and operational excellence enabled by technology Global leader in a fragmented industry with meaningful scale and network benefits that is diversified across geographies, customers and commodities Award winning and mission driven company with experienced management team and Board that are focused on doing good while doing well High-quality assets in highly desirable and strategic locations around the world Significant global external growth opportunities to compound capital via a large pipeline of potential future greenfields, expansions and acquisitions at attractive returns
Lineage at a Glance: We Are the Largest Temperature-Controlled Warehouse REIT in the U.S. and Globally 4 As of December 31, 2024, unless noted otherwise. 1. Automated warehouses include fully-automated and semi-automated. 2. Includes customers generating >$1k of revenue in the twelve months ended December 31, 2024. 3. Represents the revenue from customers with minimum storage guarantee as a percentage of rent, storage and blast freezing revenues from the Global Warehousing segment. MIAMI, FL PETERBOROUGH, UNITED KINGDOM Our high-quality portfolio located in key strategic locations, comprehensive set of integrated solutions and differentiated technology-enabled capabilities drive long-term value for both customers and shareholders Cubic Feet 3.1bn Square Feet ~86mm Countries 19 Automated Warehouses1 82 Warehouses 488 Port-Centric Warehouses 244 Installed On-site Solar Generation 146MW Patents Issued | Pending 133 | 164 Applied Science and Product Professionals ~50 2024 Adj. EBITDA $1.3bn Customers2 13,000+ LOS ANGELES, CA NEWARK, NJ Contracts with Minimum Storage Guarantee & Lease Revenue3 44%
▪ Completed largest IPO of the year and largest REIT IPO of all time Our Compounding Growth Is Marked by Consistently Achieving Strategic Milestones 5 1. Year-end cubic feet capacity for each respective year. 2. Per Global Cold Chain Alliance (“GCCA”) website. 3. Reflects approximate time periods for economic events. Total Cubic Feet1 ▪ Start of platform with a single warehouse in Seattle ▪ Branded as Lineage ▪ Became 3rd largest U.S. cold storage company2 ▪ Nationwide energy management program ▪ Became 2nd largest U.S. cold storage company2 ▪ Began integrating platform and systems, including ERP ▪ Hired CEO Greg Lehmkuhl ▪ Launched Network Optimization and Capital Deployment teams ▪ Became largest cold storage company globally2 ▪ Fast Company recognizes Lineage as #1 Data Science Company ▪ Won U.S. Department of Energy Better Practice Award ▪ Entered Vietnam ▪ Entered Spain, France, Germany and Italy ▪ Entered Singapore ▪ Intensified focus on talent development ▪ Established unified data lake ▪ Launched metricsOne ▪ Entered Australia, Canada, Denmark, New Zealand, Norway, Poland, and Sri Lanka ▪ Launched Lineage Link ▪ Converted to a REIT ▪ Hired Sudarsan Thattai as CIO & launched data science team ▪ Entered U.K. & Continental Europe ▪ Launched Novi HQ & centralized Integrated Solutions operations Global Financial Crisis3 COVID-19 Pandemic3European Debt Crisis3 Trident 391 / 392 iStar Properties Gramercy Properties Professional Freezing Services Selected Ryder Warehousing Assets ▪ Rob Crisci hired as CFO ~44% Adjusted EBITDA CAGR (2008-2024) Selected Midwest Refrigerated Warehousing Assets Burris Warehousing Business 7mm 12mm 44mm 147mm 264mm 302mm 602mm 665mm 710mm 839mm 979mm 1.7bn 2.1bn 2.5bn 2.9bn 3.0bn 3.1bn 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
The Lineage Difference: Leading with Purpose and Values 6 Purpose To transform the food supply chain to eliminate waste and help feed the world Values Respect Innovation Bold Servant Leadership Safe Trust
Lineage’s Growth Flywheel 7 Accretive Capital Deployment in Development Projects and M&A Supports Future NOI Growth Strong Cash Flow and Tax-Efficient REIT Structure Creates Efficient Cost of Capital Increasing NOI and Same Warehouse Growth Yields Additional Investment Capacity
Lineage Is a Global Leader in a Highly Fragmented Industry 8 1. 2024 GCCA Global Top 25 List (April 2024), except Lineage figures, which are based on company data as of December 31, 2024, and Americold Realty Trust, Inc. (Americold) figures, which are based on public filings of Americold with the Securities and Exchange Commission as of December 31, 2024. We present data with respect to Americold, as Americold is our largest competitor for whom data is publicly available. Global market share is based on total global capacity from 2020 GCCA Global Cold Storage Capacity Report (August 2020). Percentages may not sum to 100% due to rounding. 2. Per public filings and GCCA. Reflects the percent of each company’s global warehouses revenues that come from countries in which each company holds a #1 position as measured by cubic feet. 3. As of December 31, 2024, Lineage owned 8.8% of the equity interests in Emergent Cold LatAm Holdings LLC as well as a right to receive an additional portion of certain profits generated by Emergent Cold LatAm Holdings LLC, which could represent anywhere from 0% to 10% of the additional profits generated on invested capital. 3.1 1.4 0.4 0.3 0.2 0.2 0.1 0.1 0.1 0.1 Lineage Leadership by Region2 #1 U.S. #1 Canada #1 UK #1 Continental Europe Top 10 Players by Global Cubic Feet Capacity (bn)1 Other, 76% Lineage, 12% Globally 3 Top 10 Players, 24% % Global Share1 33% in North America #1 Australia #1 New Zealand #1 Vietnam
…Supported by a Large, Growing and Durable Market 9 1. Per UN Populations & Food and Agriculture divisions; as of November 2022; represents 1.9bn more people from 2017 to 2050. 2. Per Technavio as of February 2025; represents retail sales of chilled and frozen food. 3. Per CBRE Industry Report, source data per U.S. Department of Agriculture’s monthly survey as of September 2024. 4. Reflects U.S. cold storage revenue per IBISWorld report as of October 2023. 5. Per GCCA as of November 2023. $8.4bn $9.6bn 2023E 2028E Growing Cold Storage Revenue4 Robust Population Growth Over 60% increase in food production required to feed 1.9bn more people by 20501 Favorable Consumer Trends Frozen food market size is forecasted to grow by $153bn between ‘24-’29E, representing an ~8% CAGR2 Increasing Reliance on Cold Storage Share of total perishable stock held in public facilities steadily increased from 69% in 2013 to 85% in 20243 Favorable Long-Term Trends $4.8 $5.0 $5.7 $5.5 $6.0 $6.8 $7.5 $7.8 $7.5 $7.8 2.7 2.7 4.0 4.2 4.3 4.5 5.0 5.7 6.5 7.0 2006 2008 2010 2012 2014 2016 2018 2020 2022 U.S. Temp.-Controlled Warehouse Industry Revenues ($bn)4 North America Cold Storage Capacity in Cubic Feet (bn)5 Resilient Industry Dynamic ‘07 -’09 Global Financial Crisis & Following Recession COVID-19
Cold Storage Is the Critical Infrastructure of the Global Food Supply Chain 10 1. Shown as % of Warehouse NOI for twelve months ended December 31, 2024. Excludes Managed facilities (~2% of NOI). Lineage Supports the Global Food Supply Chain Producer Consumer% of Warehouse NOI1 11% Production Advantaged 12% Public 75% Distribution Production Advantaged Warehouse Table Farm Food Producer Public Warehouse Port-Centric Distribution Center Distribution Center Food Service Retail is critical to the Food Industry like… Seamless end-to-end experience for customers with broad range of technology-enabled warehousing services and integrated solutions to the Technology sector Data Centers to the Communications sector Towers Consumer
Our Portfolio of Modern Assets Is Concentrated in Some of the Most Strategic Locations Around the World, Difficult to Replicate 11 1. Source: ArcGIS, U.S. Census Bureau, NASA Socioeconomic Data and Applications Center (SEDAC) managed by the Center for International Earth Science Information Network (CIESIN), Earth Institute, Columbia University. 2. Data as of December 31, 2024. Includes 19 warehouses in our global integrated solutions segment. 3. Lineage weighted average age based on cubic feet excluding expansions. 4. Represents fiscal year 2024. Based on global warehouse revenues; countries in which the Company’s local network of temperature-controlled warehouses is the largest, as measured by cubic feet capacity. 5. Automated warehouses include fully-automated and semi-automated. Miami Chicagoland Greater LA / Inland Empire Pacific Northwest NorCal Montreal Toronto Vancouver Dallas / Fort Worth Kansas City < 10 10 to 35 36 to 100 101 to 350 351 to 1,000 1,001 to 3,500 3,501 to 10,000 10,001 to 35,000 > 35,000 Population Density (persons per square mile1) Major Port or Core Distribution Market 10mm to 20mm > 20mm < 10mm Market presence (cubic feet per MSA) Vietnam Australia New Zealand England Netherlands / Belgium Poland Denmark Port Facilities New York / New Jersey Countries2 Warehouses that are Automated5 82/488 2024 NOI from Distribution Centers 75% 19 Weighted Average Facility Age3 Revenue from #1 Positions4 96% 21
We Believe Our Global Industry Leadership Drives Significant Growth At-Scale Opportunities 12 Customer Effect Growth Flywheel Operating Leverage Corporate Synergies Seize the Upside Protect the Downside Lineage brand recognition C-suite relationships Multiple sites, services and countries Integrated solution Amortize technology investments over more locations Largest network to drive operations excellence at scale Commercial and mix optimization Lower cost of capital Larger and broader pipeline of investments to choose from Investment-grade balance sheet to support the long- term Greater access to talent Collaborative, global mindset and expertise Proprietary, in-house automation, development, and data science teams More resilience due to commodity, service, geography, and customer diversity Diversification We Aim To…
Diversified Across Commodities, Customers and Geographies 13 Data as of December 31, 2024. Percentages may not sum to 100% due to rounding. 1. Year Ended December 31, 2024. 2. Reflects companies in the top 25 customers that are publicly-traded or have a publicly-traded parent with at least one investment grade rating from Moody’s, S&P or Fitch, weighted by customer trailing-twelve-months revenue share and includes legacy companies. 3. Weighted by revenues and includes legacy companies. Significant Revenue Diversification1 Top 25 Customer Revenue Concentration 32% Top 10 Customers That Utilize Services in >1 Country 7/10 Weighted Average Relationship Length of Top 25 Customers3 >30 years Publicly-Traded Top 25 Customers that are Investment Grade2 93% Largest Customer Revenue Concentration 3.5% Remaining Top 25, 7% Poultry, 8% GWH Revenue Bakery, 6% Dairy, 7% Other, 9% Retail, 10% Beef, 7% Seafood, 13% Packaged Food, 11% Frozen Produce, 6% Lease, 3% Distributors, 2% Pork, 5% Fresh Produce, 2% Beverage, 2% GWH Revenue North America, 75% Europe, 16% Asia-Pacific, 9% Total Revenue Top 15 Customers, 25% Remaining Customers, 68% Potatoes, 9%
Integrated Solutions Segment Helps Drive Customer Stickiness and Creates Sell Through Opportunities 14 1. Estimated based on global warehousing segment NOI for the year ended December 31, 2024 and, as it relates to Lineage’s global integrated solutions segment NOI, the relative revenue contribution from Lineage customers who utilize our warehousing business and Lineage customers who exclusively utilize Lineage integrated solutions. 2. Year ended December 31, 2024; Total NOI represents the sum of both the global warehousing segment and global integrated solutions segment. Unlocking Significant Value For Our Business ▪ Deepens relationships with customers, translating to increasing customer stickiness ▪ Enables meaningful customer penetration through up-sell and cross-sell opportunities ▪ Majority of customers’ supply chain costs stem from transportation vs. warehousing cost – on average, transportation costs are significantly greater than warehousing costs ▪ Creates a leading global “farm-to-fork” supply chain provider ▪ Potential to enhance value of real estate assets due to greater customer stickiness and additional revenue generation on the same product stored ▪ Generates attractive NOI margins ✓ Food Service Distribution ✓ Freight Forwarding ✓ Customs Brokerage ✓ Ecommerce A Comprehensive “One-Stop Shop” For Customers Designing and operating entire supply chains to achieve customer objectives Creating Holistic Solutions For Our Customers ✓ Transportation ✓ Drayage Service ✓ Rail Car Leasing / Services ✓ Supply Chain Engineering Total NOI2: $1.8bn Non-Warehouse Customers, 5%1 Warehouse Customers, 95%1
Technology-Enabled Platform Designed for Tomorrow 15As of December 31, 2024, unless noted otherwise. Leading SAAS-based tools used to standardize and integrate the technology backbone and allow for potential growth Pioneering Automation and Transformational Technology Run-Time Operations A BAutomation Transformational Technology Systems designed for application against our full network to deliver operational improvement Leader in the development of automated solutions for our customers and deliver exceptional value Proprietary warehouse automation technology Extensible and Scalable Corporate Infrastructure Proprietary Warehouse Software Technology Transforming the Customer Experience with a Digitally Connected Cold Chain Operational Excellence Inside the Warehouse of the Future Technology Poised for Potential Development and Application Beyond Lineage Positive Feedback Loop Improvements to both automated and conventional warehouses Generating efficiencies across the Lineage network Installed On-site Solar Generation 146MW Patents 133 | 164 Issued | Pending Technology, Data, and Innovation at the Core of Lineage
Operating Excellence Driven by Lean Principles 16 Notes: As of December 31, 2024. 1. Includes warehouses that are “kicked off,” or have begun the Lean certification process. 2. Represents warehouses that have begun the Lean certification process. Lean Certification Facilities▪ Lean operating principles drive operational excellence, providing greater productivity and consistency over time ▪ We assess and rate all facilities based on the stage of progression in six key categories: — Culture — Standardized Work — Visual Management ▪ Internally certified 781 out of 488 warehouses as of December 31, 2024 with the goal of significantly expanding certification — Problem Solving — Just-in-Time — Quality Process Kicked Off 13 warehouses2 23 warehouses 21 warehouses 0 warehouses 20 warehouses 1 warehouses Lean is a mindset we bring to all operations RICHLAND, WA CONTINUOUS IMPROVEMENT ROADMAP CONTROL WALL FT. WORTH, TX STANDARD WORK INSTRUCTION BOARD CE RT IFIED BRONZE CE RT IFIED SILVER CE RT IFIED GOLD CE RT IFIED PLATINUM CE RT IFIED DIAMON D
Proven Development and Expansion Track Record with Robust Pipeline Driving Near-Term Growth 17 ▪ Completed 42 projects since 2019 Historical Greenfields & Expansions EXAMPLE PROJECT: OAKLAND, CA ▪ Completed 23 projects since December 31, 2021 ▪ Total Cost: $1.0bn ▪ Achieved NOI1: $46mm ▪ Weighted Average Target Stabilized NOI Yield: 11% Recently Completed Initiatives EXAMPLE PROJECT: WINDSOR, CO ▪ 6 projects expected to be completed ▪ Total Cost: $312mm ▪ Remaining Spend: $112mm ▪ Achieved NOI1: $(1)mm ▪ Weighted Average Target Stabilized NOI Yield: 11% EXAMPLE PROJECT: HAZELTON, PA Projects Under Construction Increase in cubic feet via expansion projects since 2019 is equivalent to building the 4th largest standalone global cold storage company Land & Long-Term Pipeline ▪ 15 pipeline projects globally at various phases of research and underwriting — Total Cost: $1.7bn — Total Cubic Feet: 189mm2 ▪ Land totaling 1,285 acres — Land Cubic Feet: 752mm3 — Land Value: $469mm4 As of December 31, 2024, unless noted otherwise. No assurance can be given that Lineage will complete any projects under construction or in the land and long-term pipeline on the terms currently contemplated, or at all, that the actual cost or completion dates of any of these projects will not exceed Lineage’s estimates or that the targeted NOI yield of these projects will be consistent with Lineage’s current projects. No assurance can be given that Lineage’s weighted average targeted NOI yield will be achieved. 1. Year Ended December 31, 2024. 2. Represents cubic feet for potential greenfield development and expansion opportunities for the pipeline. 3. Represents cubic feet for potential greenfield development and expansion opportunities for land not included in the pipeline and based on typical warehouse designs. 4. Estimated cost to replace is based on broker inquiries, comparable land sales, and our internal estimates as of March 31, 2024.
Lineage Has Established Itself as an Acquirer of Choice with a Well-Established Integration Playbook 18 Data as of December 31, 2024. 1. Represents percentage of companies Lineage has acquired by leveraging existing relationships and direct sourcing channels. 2. Per GCCA website. Experience ✓ 120 acquisitions to date since inception in 2008 ✓ 79 acquisitions since 2020 ✓ Disrupted the industry to become the largest global temperature-controlled warehouse REIT2 from a single warehouse in just over a decade Integration ✓ Proprietary integration playbook with 500+ steps to completion developed over the course of the last decade ✓ Lead with humility by conducting “Listening Sessions” with acquired Management Team ✓ Learn what’s new and adopt best practices from newly acquired businesses to preserve value while leveraging Lineage's best practices Execution ✓ Strong M&A playbook coupled with deep bench of experienced advisors and team members ready to execute new strategic acquisitions efficiently ✓ Successfully completed asset purchases and share purchases across 18 jurisdictions with varied legal and regulatory environments, languages and cultures Industry Leading Reputation of transactions1 sourced from proprietary sources Deal Expertise and Strong Capitalization Nearly Two-Thirds
Focused on Doing Good While Doing Well 19 Feed the World Launched Lineage Foundation for Good & “Share a Meal” Campaign to limit waste and provide relief to those in need Climate Change Deeply committed to sustainability strategy and reporting. Climate pledge signatory to achieve net-zero annual carbon by 2040 Great Place to Work Supporting team-members by enhancing safety, and promoting Inclusion and Belonging through Employee Resource Groups x Employee Resource Groups Our Commitment to Solar
Corporate Governance Closely Aligned with Stockholders’ Interests 20 1. A few legacy investors have special one-time redemption rights such as minimum value guarantees and in some cases the alternative option to elect cash or equity top-up rights to achieve a certain minimum equity valuation at a specified date, the resolution of which could be dilutive to stockholders. 2. Lineage will be a “controlled company” as defined by Nasdaq standards while affiliates of Bay Grove control >50% of voting power of all classes of stock entitled to vote generally in the election of directors. 3. May opt back in with future approval of the Board. 4. Any future adoption requires stockholder approval or ratification within 12 months of adoption if Board determines it is in our best interest to adopt a plan without the delay of seeking prior stockholder approval. Internal Management Structure: Bay Grove to support capital deployment and M&A activity only for the three years post IPO ($8mm per year) Settlement Process/Reclassification of Legacy OP Units ✓ Not dilutive to stockholders1 ✓ Concluded no later than 3 years after IPO ✓ Current expectation to no longer be a “controlled company” no later than 3 years after IPO - may occur earlier during settlement period2 Anti-Takeover Measures Not Incorporated Simple Voting Structure Board Governance ✓ Non-classified Board with each director subject to re-election annually ✓ Stockholder approval required to classify Board ✓ Opted out of the MGCL business combination and control share acquisition statutes3 ✓ No stockholder rights plan4 ✓ Single class of common stock ✓ OP Units not entitled to vote on election of directors ✓ Majority independent Board under NASDAQ standards ✓ Lead independent director ✓ Fully independent audit committee ✓ Independent director representation on compensation and nominating and governance committees ✓ Stockholders may alter or repeal any provision of bylaws and adopt new bylaws
FY 2024 Financial Results 21 $1,074 $1,278 $1,329 2022 2023 2024 $3.09 $3.29 2023 2024 21.8% 23.9% 24.9% 2022 2023 2024 $4,928 $5,342 $5,340 2022 2023 2024 2024 2yr CAGR: +4% 2024 2yr total: +310bps 2024 2yr CAGR: +11% 2024 +6% vs PY flat+8%YoY growth +100bps+210bpsYoY growth +4%+19%YoY growth Total Revenue ($M) Adjusted EBITDA ($M) Adjusted EBITDA Margin AFFO per share
22 2025 Guidance See "Non-GAAP Financial Measures" for additional information regarding these non-GAAP financial measures. 2025 Guidance Range Comments Company Total Adjusted EBITDA ($M) $1,350 - $1,400 +2% - 5% YoY AFFO per share $3.40 - $3.60 +3% - 9% YoY Total AFFO of $875-$925M Note: Guidance excludes the impact of unannounced future acquisitions or developments Additional Modeling Support ($M) 2025 Range Interest expense, net $250 - $270 Income tax expense, current $35 - $45 Recurring maintenance capex $190 - $205 Adjusted diluted weighted average common shares outstanding ~257m
Appendix: Non-GAAP Reconciliations 23
NOI RECONCILIATION TO NET INCOME Non-GAAP Reconciliations 24 Note: See "Non-GAAP Financial Measures" for additional information regarding these non-GAAP financial measures. 1. NOI Margin is calculated as NOI divided by revenues. 2. Reflects year-over-year growth for each respective period. Year Ended December 31, (in millions) 2022 2023 2024 Net Income (Loss) $(76) $(96) $(751) Stock-based compensation expense in cost of operations — — 3 General and administrative expense 399 502 539 Depreciation expense 480 552 659 Amortization expense 198 208 217 Acquisition, transaction, and other expenses 66 60 651 Restructuring, impairment, and (gain) loss on disposals 15 32 57 Equity (income) loss, net of Tax — 3 6 (Gain) loss on foreign currency transactions, net 24 (4) 25 Interest expense, net 347 490 430 (Gain) loss on extinguishment of Debt (2) — 17 Other nonoperating (income) expense, net (2) 19 1 Income tax expense (benefit) 6 (14) (89) NOI $1,455 $1,752 $1,765 Net revenues $4,928 $5,342 $5,340 NOI Margin1 29.5% 32.8% 33.1% NOI Growth2 20.4% 0.7%
ADJUSTED EBITDA RECONCILIATION TO NET INCOME Non-GAAP Reconciliations 25Note: See "Non-GAAP Financial Measures" for additional information regarding these non-GAAP financial measures. Year Ended December 31, (in millions) 2022 2023 2024 Net Income (loss) $(76) $(96) $(751) Adjustments: Depreciation and amortization expense 678 760 876 Interest expense, net 347 490 430 Income tax expense (benefit) 6 (14) (89) EBITDA $955 $1,140 $466 Adjustments: Net loss (gain) on sale of real estate assets 4 8 10 Impairment write-downs on real estate property — 2 11 Allocation of EBITDAre of noncontrolling interests (5) (3) (1) EBITDAre $954 $1,147 $486 Adjustments: Net (gain) loss on sale of non-real estate assets 5 2 (1) Other nonoperating (income) expense, net (2) 19 1 Acquisition, restructuring, and other 71 73 542 Technology transformation — — 22 (Gain) loss on property destruction — — (51) Interest expense and tax expense from unconsolidated JVs 3 3 5 Depreciation and amortization expense from unconsolidated JVs 4 5 6 (Gain) loss on foreign currency transactions, net 24 (4) 25 Stock-based compensation expense 17 26 215 (Gain) loss on extinguishment of debt (2) — 17 Impairment of intangible assets — 7 63 Allocation adjustments of noncontrolling interests — — (1) Adjusted EBITDA $1,074 $1,278 $1,329 Net revenues $4,928 $5,342 $5,340 Adjusted EBITDA as a % of Revenue 21.8 % 23.9 % 24.9 % Adjusted EBITDA Growth 19.0 % 4.0 %
ADJUSTED FFO RECONCILIATION TO NET INCOME Non-GAAP Reconciliations 26Note: See "Non-GAAP Financial Measures" for additional information regarding these non-GAAP financial measures. Year Ended December 31, (in millions) 2022 2023 2024 Net Income (loss) $(76) $(96) $(751) Adjustments: Real estate depreciation 292 325 356 In-place lease intangible amortization 9 7 8 Net loss (gain) on sale of real estate assets 4 8 10 Impairment write-downs on real estate property — 2 11 Real estate depreciation, (gain) loss on sale of real estate and real estate impairments on unconsolidated JVs 3 3 2 Allocation of noncontrolling interests (3) — — FFO $229 $249 $(364) Adjustments: Net (gain) loss on sale of non-real estate assets 5 2 (1) Finance lease ROU asset amortization - real estate related 75 70 72 Impairment of Intangible assets — 7 63 Other nonoperating (income) expense, net (2) 19 1 Acquisition, restructuring, and other 71 73 547 Technology transformation — — 22 (Gain) Loss from property destruction — — (51) (Gain) loss on foreign currency transactions, net 24 (4) 25 (Gain) loss on extinguishment of debt (2) — 17 Core FFO $400 $416 $331 Adjustments: Non-real estate depreciation and amortization 288 334 411 Finance lease ROU asset amortization - non-real estate 14 23 29 Amortization of deferred financing costs 18 19 18 Amortization of debt discount / premium (1) 2 1 Deferred income taxes expense (benefit) (42) (58) (105) Straight line net operating rent — 6 (3) Amortization of above / below market leases 1 — (1) Stock-based compensation expense 17 26 215 Recurring maintenance capital expenditures (145) (208) (195) Allocation related to unconsolidated JVs 1 3 5 Allocation of noncontrolling interests 1 (1) (1) Adjusted FFO $552 $562 $705 Reconciliation of weighted average common shares outstanding: Weighted average common shares outstanding 152 162 191 Partnership common units and OP units held by Non-Company LPs 20 20 21 Equity compensation and other unvested units — — 2 Adjusted diluted weighted average common shares outstanding 172 182 214 Adjusted FFO per diluted common share $3.21 $3.09 $3.29
We use the following non-GAAP financial measures as supplemental performance measures of our business: segment NOI, FFO, Core FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA, Adjusted EBITDA margin, and net debt. We also use same warehouse and non-same warehouse metrics. We calculate total segment NOI as our total revenues less our cost of operations (excluding any depreciation and amortization, general and administrative expense, stock-based compensation expense, restructuring and impairment expense, gain and loss on sale of assets, and acquisition, transaction, and other expense. We use segment NOI to evaluate our segments for purposes of making operating decisions and assessing performance in accordance with ASC 280, Segment Reporting. We believe segment NOI is helpful to investors as a supplemental performance measure to net income because it assists both investors and management in understanding the core operations of our business. There is no industry definition of segment NOI and, as a result, other REITs may calculate segment NOI or other similarly-captioned metrics in a manner different than we do. We calculate “same warehouse NOI” as revenues for the same warehouse population less its cost of operations (excluding any depreciation and amortization, general and administrative expenses, stock-based compensation expense, restructuring and impairment expense, gains and losses on sale of assets, and acquisition, transaction, and other expense). We evaluate the performance of the warehouses we own, lease, or manage using a “same warehouse” analysis, and we believe that same warehouse NOI is helpful to investors as a supplemental performance measure because it includes the operating performance from the population of properties that is consistent from period to period, thereby eliminating the effects of changes in the composition of our warehouse portfolio on performance measures. We calculate EBITDA for Real Estate, or EBITDAre, in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT, defined as earnings before interest income or expense, taxes, depreciation and amortization, net loss or gain on sale of real estate, net of withholding taxes, impairment write-downs on real estate property, and adjustments to reflect our share of EBITDAre of partially owned entities. EBITDAre is a measure commonly used in our industry, and we present EBITDAre to enhance investor understanding of our operating performance. We believe that EBITDAre provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles, and useful life of related assets among otherwise comparable companies We also calculate our Adjusted EBITDA as EBITDAre further adjusted for the effects of gain or loss on the sale of non-real estate assets, gain or loss on the destruction of property (net of insurance proceeds), other nonoperating income or expense, acquisition, restructuring, and other expense, foreign currency exchange gain or loss, stock-based compensation expense, loss or gain on debt extinguishment and modification, impairment of investments in non-real estate, technology transformation, and reduction in EBITDAre from partially owned entities. We believe that the presentation of Adjusted EBITDA provides a measurement of our operations that is meaningful to investors because it excludes the effects of certain items that are otherwise included in EBITDAre but which we do not believe are indicative of our core business operations. EBITDAre and Adjusted EBITDA are not measurements of financial performance under GAAP, and our EBITDAre and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. You should not consider our EBITDAre and Adjusted EBITDA as alternatives to net income or cash flows from operating activities determined in accordance with GAAP. Our calculations of EBITDAre and Adjusted EBITDA have limitations as analytical tools, including the following: • these measures do not reflect our historical or future cash requirements for maintenance capital expenditures or growth and expansion capital expenditures; • these measures do not reflect changes in, or cash requirements for, our working capital needs; • these measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness; • these measures do not reflect our tax expense or the cash requirements to pay our taxes; and • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and these measures do not reflect any cash requirements for such replacements. We use EBITDA, EBITDAre and Adjusted EBITDA as measures of our operating performance and not as measures of liquidity. We also calculate Adjusted EBITDA margin, which represents Adjusted EBITDA as a percentage of Net revenues and which provides an additional way to compare the above described measure of our operations across periods. (continued on following slide) Non-GAAP Financial Measures 27
(continued) We calculate funds from operations, or FFO, in accordance with the standards established by the Board of Governors of the NAREIT. NAREIT defines FFO as net income or loss determined in accordance with GAAP, excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus specified non-cash items, such as real estate asset depreciation and amortization, in-place lease intangible amortization, real estate asset impairment, and our share of reconciling items for partially owned entities. We believe that FFO is helpful to investors as a supplemental performance measure because it excludes the effect of depreciation, amortization, and gains or losses from sales of real estate, all of which are based on historical costs, which implicitly assumes that the value of real estate diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, FFO can facilitate comparisons of operating performance between periods and among other equity REITs. We calculate core funds from operations, or Core FFO, as FFO adjusted for the effects of gain or loss on the sale of non-real estate assets, gain or loss on the destruction of property (net of insurance proceeds), finance lease ROU asset amortization real estate, non-real estate impairments, acquisition, restructuring and other, other nonoperating income or expense, loss on debt extinguishment and modifications and the effects of gain or loss on foreign currency exchange. We also adjust for the impact attributable to non-real estate impairments on unconsolidated joint ventures and natural disaster. We believe that Core FFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core business operations. We believe Core FFO can facilitate comparisons of operating performance between periods, while also providing a more meaningful predictor of future earnings potential. However, because FFO and Core FFO add back real estate depreciation and amortization and do not capture the level of recurring maintenance capital expenditures necessary to maintain the operating performance of our properties, both of which have material economic impacts on our results from operations, we believe the utility of FFO and Core FFO as a measure of our performance may be limited. We calculate adjusted funds from operations, or Adjusted FFO, as Core FFO adjusted for the effects of amortization of deferred financing costs, amortization of debt discount/premium amortization of above or below market leases, straight-line net operating rent, provision or benefit from deferred income taxes, stock-based compensation expense from grants under our equity incentive plans, non-real estate depreciation and amortization, non-real estate finance lease ROU asset amortization, and recurring maintenance capital expenditures. We also adjust for Adjusted FFO attributable to our share of reconciling items of partially owned entities. We believe that Adjusted FFO is helpful to investors as a meaningful supplemental comparative performance measure of our ability to make incremental capital investments in our business and to assess our ability to fund distribution requirements from our operating activities. FFO, Core FFO, Adjusted FFO, and Adjusted FFO per diluted share are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs. FFO, Core FFO, Adjusted FFO, and Adjusted FFO per diluted share should be evaluated along with GAAP net income and net income per diluted share (the most directly comparable GAAP measures) in evaluating our operating performance. FFO, Core FFO, and Adjusted FFO do not represent net income or cash flows from operating activities in accordance with GAAP and are not indicative of our results of operations or cash flows from operating activities as disclosed in our condensed consolidated financial statements included elsewhere in this Quarterly Report. FFO, Core FFO, and Adjusted FFO should be considered as supplements, but not alternatives, to our net income or cash flows from operating activities as indicators of our operating performance. Moreover, other REITs may not calculate FFO in accordance with the NAREIT definition or may interpret the NAREIT definition differently than we do. Accordingly, our FFO may not be comparable to FFO as calculated by other REITs. In addition, there is no industry definition of Core FFO or Adjusted FFO and, as a result, other REITs may also calculate Core FFO or Adjusted FFO, or other similarly-captioned metrics, in a manner different than we do. We are not able to provide forward-looking guidance for certain financial data that would make a reconciliation from the most comparable GAAP measure to non-GAAP financial measure for forward-looking Adjusted FFO per share and Adjusted EBITDA possible without unreasonable effort. This is due to unpredictable nature of relevant reconciling items from factors such as acquisitions, divestitures, impairments, natural disaster events, restructurings, debt issuances that have not yet occurred, or other events that are out of our control and cannot be forecasted. The impact of such adjustments could be significant. Non-GAAP Financial Measures 28
C O N TA C T Thank you 29 Evan Barbosa VP, Investor Relations ir@onelineage.com
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