Lineage Inc

KPMG LLP Suite 1900150 West JeffersonDetroit, MI 48226

To the Stockholders and the Board of Directors

Lineage, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Lineage, Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income (loss), redeemable noncontrolling interests and equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule III - real estate and accumulated depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

KPMG LLP, a Delaware limited liability partnership and a member firm of

the KPMG global organization of independent member firms affiliated with

KPMG International Limited, a private English company limited by guarantee.

Indicators that real estate assets may not be recoverable

As discussed in Notes 5 and 14 to the consolidated financial statements, the Company had $8,759 million of buildings, building improvements and refrigeration equipment, $1,530 million of land and land improvements, $627 million of net operating lease right-of-use assets, and $1,254 million in net finance lease right-of-use assets (collectively, the real estate assets) as of December 31, 2024. The Company evaluates its real estate assets for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable, or when the assets are held for sale. Upon the occurrence of a triggering event, the Company assesses whether the estimated undiscounted cash flows expected from the use of the asset and the residual value from the ultimate disposal of the asset exceeds the carrying value. If the carrying value exceeds the estimated recoverable amounts, the Company reduces the carrying value to fair value and records an impairment loss in earnings.

We identified the evaluation of indicators that the carrying value of real estate assets may not be recoverable as a critical audit matter. In particular, judgments regarding the future operating cash flows of the real estate assets and the assessment of changes in market conditions on the determination of when impairment indicators exist required a high degree of auditor judgment.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the Company’s assessment by:

●inquiring of Company officials and inspecting documents such as meeting minutes of the Board of Directors to identify indicators that real estate assets may not be recoverable

●observing the property conditions of certain cold storage warehouses and inquiring of general managers regarding events or changes in circumstances that would indicate that the real estate assets may be impaired

●comparing a selection of the Company’s historical estimated cash flows by property to actual results to assess the Company’s ability to accurately forecast

●observing market conditions and property operating metrics for real estate assets.

Fair value of customer relationships

As discussed in Notes 1(k) and 4(a) to the consolidated financial statements, the Company acquired a warehouse and operating assets of ColdPoint Logistics Warehouse, LLC and ColdPoint Logistics Real Estate, LLC (collectively referred to as “ColdPoint Logistics”) on November 1, 2024. The acquisition was accounted for as business combinations and, as such, the Company recognized and measured the assets acquired and liabilities assumed at their respective acquisition-date fair values. The fair value assigned to acquired customer relationships intangibles of ColdPoint was $41 million.

We identified the evaluation of the fair value measurements of the customer relationships acquired in the ColdPoint acquisition as a critical audit matter. A high degree of subjective auditor judgment and specialized skills and knowledge were required to evaluate the significant assumptions used to estimate the fair value of these acquired assets, including:

●revenue growth rates, customer attrition rates, and discount rates for acquired customer relationships.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design of certain internal controls related to the Company’s process to allocate the purchase price to the acquired assets, including controls related to the selection and review of the above noted significant assumptions. For the acquired customer relationships, we compared forecasted revenue growth rates used by management for a selection of warehouse sites to current economic trends derived from external sources and the historical results of the acquired business. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating:

●the fair value of customer relationships by comparing, for a selection of warehouse sites acquired, customer attrition rates and discount rates to independently developed ranges using publicly available market data for comparable companies and recent acquisitions.

Valuation of Goodwill

As discussed in Note 6 to the consolidated financial statements, the goodwill balance as of December 31, 2024 was $3,338 million, a portion of which related to the Company’s two international reporting units. The Company performs goodwill impairment testing on an annual basis or when events or circumstances indicate that it is more likely than not that a reporting unit’s fair value is below its carrying value. The impairment test is performed by comparing the estimated fair value of a reporting unit to the carrying value of the reporting unit. The Company estimates the fair value using a combination of equally weighted income approach and market approach.

We identified the evaluation of the Company’s assessment of goodwill for impairment for its two international reporting units as a critical audit matter. Subjective auditor judgment was required to evaluate the future revenue growth, forecasted earnings before interest, tax, depreciation and amortization

(EBITDA) margin, and the discount rates used to estimate the fair value of each reporting unit in the income approach because these assumptions are inherently uncertain and required management to make significant estimates and judgments related to the future results of operations. Minor changes to these assumptions could have had a significant impact on the determination of the fair value of the reporting units. In addition, individuals with specialized skills and knowledge were required to assess the discount rates used to estimate the fair value of the reporting units in the income approach.

The following are the primary procedures we performed to address the critical audit matter. We evaluated the design of certain internal controls related to the Company’s assessment of goodwill for impairment related to the international reporting units, including controls related to the development of the future revenue growth, EBITDA margin, and discount rates. We evaluated each international reporting unit’s future revenue growth and EBITDA margin used by the Company to value the reporting unit by comparing them to budgets and guideline public companies. We compared the Company’s historical forecasts of revenue and EBITDA margin for each reporting unit to actual results to assess the Company’s ability to accurately forecast. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:

●evaluating the discount rates used in the income approach by comparing them to a discount rate range that was independently developed based on publicly available market data for comparable companies

●developing an estimate of each international reporting unit’s fair value using the reporting unit’s cash flow forecast and an independently developed discount rate, and compared the result of our estimate to the Company’s fair value estimate.

/s/KPMG LLP

We have served as the Company’s auditor since 2020.

Detroit, Michigan

February 26, 2025