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Lineage, Inc.

For the period ended Jun 30, 2025. Filed Aug 6, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 6, 2025

LINE$39.13-1.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-04-30.

0001868159-25-000061

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-06.

0001868159-25-000095

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 183 previous paragraphs and 214 current paragraphs.

115 unchanged; 48 reworded; 41 added; 19 removed; 1 previous and 10 current paragraphs rearranged.

Tables are not compared: 17 previous and 24 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (41)

Current report

The following table presents the operating results of our global warehousing segment for the three months ended June 30, 2025 and 2024.

Current report

Global warehousing segment revenues were $970 million for the three months ended June 30, 2025, an increase of $4 million, or 0.4%, compared to $966 million for the three months ended June 30, 2024. The net increase was primarily driven by a $30 million increase in our non-same warehouse pool, partially offset by a $26 million decrease in our same warehouse pool, further discussed below. The foreign currency translation of revenues earned by our foreign operations had a $6 million favorable impact compared to the three months ended June 30, 2024.

Current report

Global warehousing segment cost of operations was $603 million for the three months ended June 30, 2025, an increase of $21 million, or 3.6%, compared to $582 million for the three months ended June 30, 2024. The net increase was primarily driven by a $24 million increase in costs of our non-same warehouse pool, partially offset by a $3 million decrease in costs of our same warehouse pool, further discussed below. The foreign currency translation of cost of operations from our foreign operations had a $4 million unfavorable impact compared to the three months ended June 30, 2024.

Current report

The following table presents revenues, cost of operations, same warehouse NOI, and margins for our same warehouses for the three months ended June 30, 2025 and 2024.

Current report

The following table presents revenues, cost of operations, non-same warehouse NOI, and margins for our non-same warehouses for the three months ended June 30, 2025 and 2024.

Current report

Global integrated solutions segment revenues were $380 million for the three months ended June 30, 2025, an increase of $8 million, or 2.2%, compared to $372 million for the three months ended June 30, 2024. In addition, the foreign currency translation of revenues earned by our foreign operations had an $8 million favorable impact compared to the three months ended June 30, 2024. Excluding the impact of foreign currency translation, higher redistribution and direct-to-consumer volumes were offset by lower transportation volumes.

Current report

Global integrated solutions segment cost of operations was $312 million for the three months ended June 30, 2025, an increase of $3 million, or 1.0%, compared to $309 million for the three months ended June 30, 2024. The foreign currency translation of cost of operations from our foreign operations had an $8 million unfavorable impact compared to the three months ended June 30, 2024. Excluding the impact of foreign currency translation, a decrease was primarily due to cost control measures and lower transportation volumes.

Current report

Other nonoperating income (expense), net. We reported $1 million of other nonoperating income for the three months ended June 30, 2025, an increase of $1 million compared to expenses of less than $1million for the three months ended June 30, 2024.

Current report

Income tax benefit for the three months ended June 30, 2025 was $7 million, which represented a decrease of $14 million from an income tax expense of $7 million for the three months ended June 30, 2024. The decrease is primarily the result of changes in the blend of pre-tax book income and losses generated year over year by jurisdiction. Our income taxes are discussed in more detail in Note 8, Income taxes to the condensed consolidated financial statements included in this Quarterly Report.

Current report

The Organization for Economic Co-operation and Development (“OECD”) has issued Pillar Two Model Rules (“Pillar Two”) introducing a new global minimum tax of 15% effective on January 1, 2024. While the U.S. has not yet adopted the Pillar Two rules, various other governments around the world are enacting legislation. In 2025, we expect to incur insignificant tax expenses in connection with Pillar Two and are continuing to evaluate the potential impact on our business in future periods.

Current report

The following table presents the operating results of our global warehousing segment for the six months ended June 30, 2025 and 2024.

Current report

Global warehousing segment revenues were $1,914 million for the six months ended June 30, 2025, a decrease of $21 million, or 1.1%, compared to $1,935 million for the six months ended June 30, 2024. The net decrease was primarily driven by a $62 million decrease in our same warehouse pool, partially offset by a $41 million net increase in our non-same warehouse pool, further discussed below. The foreign currency translation of revenues earned by our foreign operations had a $5 million unfavorable impact compared to the six months ended June 30, 2024.

Current report

Global warehousing segment NOI was $727 million for the six months ended June 30, 2025, a decrease of $42 million, or 5.5%, compared to $769 million for the six months ended June 30, 2024. The net decrease included a decrease of $51 million in our same warehouse pool, partially offset by a net increase of $9 million in our non-same warehouse pool. The foreign currency translation from our foreign operations had a $2 million net unfavorable impact compared to the six months ended June 30, 2024.

Current report

The following table presents revenues, cost of operations, same warehouse NOI, and margins for our same warehouses for the six months ended June 30, 2025 and 2024.

Current report

The following table presents revenues, cost of operations, non-same warehouse NOI, and margins for our non-same warehouses for the six months ended June 30, 2025 and 2024.

Current report

Non-same warehouse revenues increased $41 million, or 34.7%, compared to the six months ended June 30, 2024, including approximately $57 million from acquisitions and $10 million from recently completed greenfield and expansion projects, partially offset by a $26 million net decrease from other non-same warehouse sites.

Current report

Non-same warehouse cost of operations increased $32 million, or 40.5%, compared to the six months ended June 30, 2024, including approximately $39 million from acquisitions and $4 million from recently completed greenfield and expansion projects, partially offset by a $11 million net decrease from other non-same warehouse sites, including closed facilities.

Current report

The following table presents the operating results of our global integrated solutions segment for the six months ended June 30, 2025 and 2024.

Current report

Global integrated solutions segment NOI was $125 million for the six months ended June 30, 2025, an increase of $3 million, or 2.5%, compared to $122 million for the six months ended June 30, 2024. Foreign currency translation had a net impact of less than $1 million compared to six months ended June 30, 2024.

Current report

Depreciation and amortization expense. Depreciation and amortization expense was $436 million for the six months ended June 30, 2025, an increase of $6 million, or 1.4%, compared to $430 million for the six months ended June 30, 2024. The increase was primarily due to acquisitions and greenfield and expansion projects.

Current report

Restructuring, impairment, and (gain) loss on disposals. Restructuring, impairment, and (gain) loss on disposals were a net gain of $18 million for the six months ended June 30, 2025, a decrease of $33 million compared to net expenses of $15 million for the six months ended June 30, 2024. The decrease primarily related to the (gain) loss associated with a fire which occurred in April 2024 at the Company’s warehouse in Kennewick, Washington, further discussed below.

Current report

The six months ended June 30, 2025 included a net gain of $37 million related to the Kennewick, Washington fire, primarily from $38 million of insurance reimbursement. The six months ended June 30, 2024 included a net loss of $1 million related to the fire, consisting of a $24 million loss of carrying value of the impaired assets and $9 million of clean-up costs, partially offset by insurance reimbursement of $32 million (see Note 17, Commitments and contingencies in our condensed consolidated financial statements included in this Quarterly Report for details).

Current report

Other nonoperating income (expense), net. We reported $1 million of other nonoperating income for the six months ended June 30, 2025, compared to net income (expense) of less than $1 million for the six months ended June 30, 2024.

Current report

On June 17, 2025, Lineage OP, LP (the “operating partnership” or “OP”) issued $500 million aggregate principal amount of 5.25% senior notes due July 15, 2030 (the “5.25% Notes”). The 5.25% Notes are fully and unconditionally guaranteed by Lineage, Inc., Lineage Logistics Holdings, LLC, and certain other subsidiaries of the Company that guarantee or are otherwise obligated in respect of the Credit Agreement (other than the Operating Partnership and any excluded subsidiaries, collectively, the “Guarantors,” as detailed in Exhibit 4.2 to this Form 10-Q). The Company’s other subsidiaries do not guarantee the 5.25% Notes (collectively, “Non-Guarantor Subsidiaries”). Interest on the notes will be paid semi-annually on January 15 and July 15 of each year, commencing January 15, 2026. The 5.25% Notes were issued at 98.991% of par.

Current report

The 5.25% Notes are the Operating Partnership’s senior unsecured obligations and rank equally in right of payment with all of its other existing and future senior unsecured indebtedness. The guarantees are direct, senior unsecured obligations of each of the Guarantors and rank equally in right of payment with all senior unsecured indebtedness and guarantees of such Guarantors. The 5.25% Notes and each guarantee of the 5.25% Notes is effectively subordinated in right of payment to: all existing and future secured indebtedness and secured guarantees of the OP or such Guarantor (to the extent of the value of the collateral securing such indebtedness and guarantees); all existing and future indebtedness and other liabilities, whether secured or unsecured, of the Non-Guarantor Subsidiaries and of any entity the OP or such Guarantor accounts for using the equity method of accounting; and all existing and future preferred equity not owned by the OP or such Guarantor in Non-Guarantor Subsidiaries and in any entity the OP or such Guarantor accounts for using the equity method of accounting.

Current report

The Operating Partnership may redeem the 5.25% Notes in whole or in part, at any time and from time to time, prior to June 15, 2030, at the Operating Partnership’s option and sole discretion, at a redemption price equal to the greater of: (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon (as calculated pursuant to the terms of the indenture governing the 5.25% Notes); and (ii) 100% of the principal amount of the notes being redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. On or after June 15, 2030, the Operating Partnership may redeem the 5.25% Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 5.25% Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.

Current report

The net proceeds from the 5.25% Notes issuance were approximately $490 million and were used to repay a portion of the outstanding balance on the Revolving Credit Facility.

Current report

On June 17, 2025, the OP issued $500 million aggregate principal amount of the 5.25% Notes. The 5.25% Notes are fully and unconditionally guaranteed by Lineage, Inc., Lineage Logistics Holdings, LLC, and certain other subsidiaries of the Company that guarantee or are otherwise obligated in respect of the Credit Agreement (other than the Operating Partnership and any excluded subsidiaries, collectively, the“Guarantors,” as detailed in Exhibit 4.2 to this Form 10-Q). The Company’s other subsidiaries do not guarantee the 5.25% Notes (collectively, “Non-Guarantor Subsidiaries”). Refer to Note 9, Debtin our condensed consolidated financial statements included in this Quarterly Report for additional information regarding the 5.25% Notes.

Current report

The following tables present summarized financial information for the Guarantors and the OP on a combined basis, after the elimination of (a) intercompany transactions and balances between all the Guarantors entities and the OP and (b) equity in earnings from and investments in the Non-Guarantor Subsidiaries.

Current report

The 5.25% Notes and each guarantee of the 5.25% Notes is effectively subordinated in right of payment to: all existing and future secured indebtedness and secured guarantees of the OP or such Guarantor (to the extent of the value of the collateral securing such indebtedness and guarantees); all existing and future indebtedness and other liabilities, whether secured or unsecured, of the Non-Guarantor Subsidiaries and of any entity the OP or such Guarantor accounts for using the equity method of accounting; and all existing and future preferred equity not owned by the OP or such Guarantor in Non-Guarantor Subsidiaries and in any entity the OP or such Guarantor accounts for using the equity method of accounting.

Showing the first 40 of 41 passages. Open the source sections for the rest.

Removed paragraphs (19)

Previous report

(1)Excludes 19 warehouses in our global integrated solutions segment as of March 31, 2025. We categorize warehouses as part of our global integrated solutions segment if the primary business conducted in those warehouses is within our global integrated solutions segment.

Previous report

The following table presents the operating results of our warehouse segment for the three months ended March 31, 2025 and 2024.

Previous report

(1)Excludes less than $1 million of stock-based compensation expense for the three months ended March 31, 2025.

Previous report

(2)Includes real estate rent expense (operating leases) of $23 million and $25 million for the three months ended March 31, 2025 and 2024, respectively, and non-real estate rent expense (equipment lease and rentals) of $5 million and $5 million for the three months ended March 31, 2025 and 2024, respectively.

Previous report

(3)Warehouse storage and warehouse services metrics exclude managed sites.

Previous report

Global warehousing segment revenues were $944 million for the three months ended March 31, 2025, a decrease of $25 million, or 2.6%, compared to $969 million for the three months ended March 31, 2024. The net decrease was primarily driven by a $38 million decrease in our same warehouse pool, partially offset by a $13 million net increase in our non-same warehouse pool, further discussed below. The foreign currency translation of revenues earned by our foreign operations had an $11 million unfavorable impact compared to the three months ended March 31, 2024.

Previous report

(1)Warehouse storage and warehouse services metrics exclude managed sites.

Previous report

(1) Refer to our “Same Warehouse Analysis,” which describes the composition of our non-same warehouse pool.

Previous report

(2) Warehouse storage and warehouse services metrics exclude managed sites.

Previous report

(1)Excludes $1 million of stock-based compensation expense for the three months ended March 31, 2025.

Previous report

On April 1, 2025, we borrowed from our Revolving Credit Facility to purchase three warehouse campuses from Bellingham Cold Storage for $121 million.

Previous report

On April 30, 2025, we announced an agreement to acquire four cold storage warehouses and other related assets from Tyson Foods for approximately $247 million in cash, which we intend to finance using cash on hand and our Revolving Credit Facility. The transaction is subject to customary closing conditions and is expected to close in the second quarter of 2025. Additionally, the transaction contains a closing condition that we enter into an agreement to design, build, and operate two fully automated cold storage warehouses, with Tyson Foods as the anchor customer, estimated to cost over $740 million, funded using a combination of the sources identified under “Liquidity and Capital Resources” above.

Previous report

(1)Interest on our Senior Unsecured Notes is payable semi-annually in arrears.

Previous report

The Senior Unsecured Notes are the joint and several obligations of Lineage Inc., Lineage OP, LP, Lineage Logistics Holdings, LLC, Lineage Logistics, LLC, certain U.S. subsidiaries that guarantee or otherwise becomes liable, as a borrower or a co-borrower or otherwise, under any of our material debt facilities and, in the case of Senior Unsecured Notes denominated in currencies other than the U.S. dollar, Lineage Treasury Europe B.V. and certain non-U.S. subsidiaries that guarantee or otherwise becomes liable, as a borrower or a co-borrower or otherwise, under any of our material debt facilities. The Senior Unsecured Notes rank pari passu with our other senior unsecured indebtedness, including the Revolving Credit Facility and Term Loan A, and are subordinated to any of the obligors’ existing and future secured debt.

Previous report

We may prepay the Senior Unsecured Notes in full or in part, at any time, subject to notice requirements and minimum principal amount requirements, at 100% of the principal amount so prepaid, and the make-whole amount determined for the prepayment date with respect to such principal amount, and accrued interest to the date of prepayment. In the event of certain changes in tax law, Lineage Logistics, LLC or Lineage Treasury Europe B.V. may prepay the Senior Unsecured Notes at 100% of the principal amount so prepaid, and a modified make-whole amount and accrued interest to the date of prepayment. Upon a change of control or becoming subject to sanctions, Lineage Logistics, LLC must offer to prepay the entire unpaid principal amount of the Senior Unsecured Notes and accrued interest to the date of prepayment.

Previous report

The note purchase agreements governing the Senior Unsecured Notes contain covenants that, among other things, limit our ability to incur additional debt, create liens against our assets, make acquisitions, pay dividends or distributions on our stock, repurchase our stock, merge or consolidate with another entity, transfer or sell assets, enter into transactions with affiliates, change our line of business, enter into negative pledges, and conduct activities that would result in us being subject to sanctions or violating sanctions. The note purchase agreements also require us to maintain a total leverage ratio, unsecured leverage ratio, secured leverage ratio, and fixed charge coverage ratio each quarter at the same levels as those set forth in the Revolving Credit and Term Loan Agreement. As of March 31, 2025, we were in compliance with our covenants under the note purchase agreements. The note purchase agreements governing the Senior Unsecured Notes also contain customary events of default, including defaults in the payment of principal, interest or fees, defaults in compliance with the covenants set forth in the note purchase agreements, cross-defaults to certain other indebtedness, and bankruptcy and other insolvency defaults.

Previous report

(1) Excludes buildings and land acquired through exercise of finance lease purchase options, where amount paid did not exceed the finance lease liability.
Reworded paragraphs (48)

Previous wording

We are the world’s largest global temperature-controlled warehouse REIT, with a modern and strategically located network of properties. Our business is competitively positioned to deliver a seamless end-to-end, technology-enabled experience for a well-diversified and stable customer base, each with their own unique requirements in the temperature-controlled supply chain. As of March 31, 2025, we operated an interconnected global temperature-controlled warehouse network, comprising approximately 86 million square feet and 3.1 billion cubic feet of capacity across 488 warehouses predominantly located in densely populated critical-distribution markets, with 313 in North America, 88 in Asia-Pacific, and 87 in Europe.

Current wording

We are the world’s largest global temperature-controlled warehouse REIT, with a modern and strategically located network of properties. Our business is competitively positioned to deliver a seamless end-to-end, technology-enabled experience for a well-diversified and stable customer base, each with their own unique requirements in the temperature-controlled supply chain. As of June 30, 2025, we operated an interconnected global temperature-controlled warehouse network, comprising approximately 88 million square feet and 3.1 billion cubic feet of capacity across 500 warehouses predominantly located in densely populated critical-distribution markets, with 323 in North America, 89 in Europe, and 88 in Asia-Pacific.

Previous wording

General and administrative expenses. Our general and administrative expenses consist primarily of costs associated with the administration of our global warehousing and global integrated solutions segments, including management wages and benefits, administrative, legal, business development, project management, sales, marketing, engineering, safety and compliance, food optimization, human resources, finance, accounting, network optimization, data science, and information technology personnel, transformational information technology expenses, equity incentive plans, communications and data processing, travel, professional fees, credit loss, training, office equipment, supplies, and, prior to our IPO, management fees paid to Bay Grove in accordance with the terms of the operating services agreement. Trends in general and administrative expenses are influenced by changes in headcount and compensation levels and achievement of incentive compensation targets. In connection with our IPO, we terminated the operating services agreement in order to internalize certain operating, strategic development, and financial services that were previously provided by Bay Grove under it, and entered into a transition services agreement with Bay Grove to provide certain of these services for a three-year term while we internalize such functions.

Current wording

General and administrative expenses. Our general and administrative expenses consist primarily of costs associated with the administration of our global warehousing and global integrated solutions segments, including management wages and benefits, administrative, legal, business development, project management, sales, marketing, engineering, safety and compliance, food optimization, human resources, finance, accounting, network optimization, data science, and information technology personnel, transformational information technology expenses, equity incentive plans, communications and data processing, travel, professional fees, credit loss, training, office equipment, supplies, and, prior to our IPO, management fees paid to Bay Grove in accordance with the terms of the operating services agreement. In connection with our IPO, we terminated the operating services agreement in order to internalize certain operating, strategic development, and financial services that were previously provided by Bay Grove under it, and entered into a transition services agreement with Bay Grove to provide certain of these services for a three-year term while we internalize such functions. Trends in general and administrative expenses are influenced by changes in headcount and compensation levels and achievement of incentive compensation targets.

Previous wording

•Inflation and Customer Rate Increases. In response to significant inflationary impacts in recent years across wages, energy, and other operational costs, we implemented customer rate increases to offset such impacts to our operating results. We believe that higher food costs have continued to impact end-consumers’ buying decisions for certain commodities, which could negatively impact our customers. While certain indicators have suggested downward progress in inflation, the global economy continues to be impacted by elevated inflation rates and faces further inflation risk. In addition, tariff and other trade policies may continue to cause overall uncertainty and could further aggravate inflation.

Current wording

•Inflation and Customer Rate Increases. In response to significant inflationary impacts in recent years across wages, energy, and other operational costs, we implemented customer rate increases to offset such impacts to our operating results. Offsetting these inflationary price increases, we are seeing pricing pressure in certain markets with excess capacity, but overall we expect pricing to remain stable for the remainder of the year. We believe that higher food costs have continued to impact end-consumers’ buying decisions for certain commodities, which could negatively impact our customers. While certain indicators have suggested downward progress in inflation, the global economy continues to be impacted by elevated inflation rates and faces further inflation risk. In addition, tariff and other trade policies may continue to cause overall uncertainty and could further aggravate inflation.

Previous wording

2023, customers began rationalizing inventory levels in response to continued higher interest rates and inflation, which has driven changes in customer demand. As our customers adjust to these new demand levels, we have seen lower throughput volume across our network. Occupancy and throughput are also impacted by import and export activity, and could be impacted by changes in tariffs and trade policies. We are continuing to monitor the impact of tariffs on our and our customers’ business, but we believe that over the long-term, end-consumer demand will remain consistent with historic levels. To optimize our global warehousing network and maximize NOI, we review our operations to determine whether it is beneficial to reposition or temporarily idle existing warehouses or consolidate existing operations. If such actions are taken, we strive to relocate customers affected by such activities into other warehouses in our global warehousing network.

Current wording

•Occupancy and Throughput. Coming out of the global pandemic, we experienced higher physical occupancy levels through the first half of 2023, particularly in North America, significantly driven by customers increasing production and inventories in response to supply chain backlogs in recent years. Beginning in the second half of 2023, we believe customers began rationalizing inventory levels in response to factors such as continued higher interest rates and inflation. This rationalization has driven changes in customer demand for our warehouse space and services. As our customers continue to adjust to these new demand levels and rationalize inventory, we have seen lower occupancy and throughput volume across our network. Recently, we have seen a return to more normal seasonal inventory patterns, but occupancy levels late in the second quarter and early into the third quarter of 2025 were muted. We still anticipate increases in the second half of the year, driven by factors such as the North America harvest season and holiday inventory build-ups, although softer than our prior expectations. Occupancy and throughput are also impacted by import and export activity, and could be impacted by changes in tariffs and trade policies. We are continuing to monitor the impact of tariffs on our and our customers’ business, but we believe that over the long-term, end-consumer demand will remain consistent with historic levels. To optimize our global warehousing network and maximize NOI, we review our operations to determine whether it is beneficial to reposition or temporarily idle existing warehouses or consolidate existing operations. If such actions are taken, we strive to relocate customers affected by such activities into other warehouses in our global warehousing network.

Previous wording

We evaluate the performance of our business segments based on their net operating income relative to our overall results of operations. We use the term “segment net operating income” or “segment NOI” to mean a segment’s revenues less its cost of operations (excluding any depreciation and amortization, impairment charges, general and administrative expenses, stock-based compensation expense, restructuring and impairment expense, gains and losses on sale of assets, and acquisition, transaction, and other expenses). We use segment NOI to evaluate our segments for purposes of making operating decisions and assessing performance in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting.

Current wording

We evaluate the performance of our business segments based on their net operating income relative to our overall results of operations. We use the term “segment net operating income” or “segment NOI” to mean a segment’s revenues less its cost of operations (excluding any depreciation and amortization, general and administrative expense, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plans, 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 Accounting Standards Codification (“ASC”) 280, Segment Reporting.

Previous wording

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.

Current wording

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 expense, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plan, 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.

Previous wording

The following discussion represents our analysis of results of operations for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

Current wording

The following discussion represents our analysis of results of operations for the three and six months ended June 30, 2025 as compared to the three and six months ended June 30, 2024.

Previous wording

Global warehousing segment NOI was $360 million for the three months ended March 31, 2025, a decrease of $25 million, or 6.5%, compared to $385 million for the three months ended March 31, 2024. The net decrease included a decrease of $29 million in our same warehouse pool, partially offset by a net increase of $4 million in our non-same warehouse pool, further discussed below. The foreign currency translation from our foreign operations had a $4 million net unfavorable impact compared to the three months ended March 31, 2024.

Current wording

Global warehousing segment NOI was $367 million for the three months ended June 30, 2025, a decrease of $17 million, or 4.4%, compared to $384 million for the three months ended June 30, 2024. The net decrease included a decrease of $23 million in our same warehouse pool, partially offset by a net increase of $6 million in our non-same warehouse pool. The foreign currency translation from our foreign operations had a $2 million net impact compared to the three months ended June 30, 2024.

Previous wording

Non-same warehouse revenues increased $13 million or 23.2% compared to the three months ended March 31, 2024, including approximately $21 million from acquisitions and $5 million from recently completed greenfield and expansion projects, partially offset by a $13 million net decrease from other non-same warehouse sites including closed facilities.

Current wording

Non-same warehouse revenues increased $30 million, or 52.6%, compared to the three months ended June 30, 2024, including approximately $36 million from acquisitions and $5 million from recently completed greenfield and expansion projects, partially offset by a $12 million net decrease from other non-same warehouse sites.

Previous wording

Non-same warehouse cost of operations increased $9 million or 24.3% compared to the three months ended March 31, 2024, including approximately $13 million from acquisitions and $2 million from recently completed greenfield and expansion projects, partially offset by a $5 million net decrease from other non-same warehouse sites including closed facilities.

Current wording

Non-same warehouse cost of operations increased $24 million, or 61.5%, compared to the three months ended June 30, 2024, including approximately $26 million from acquisitions and $2 million from recently completed greenfield and expansion projects, partially offset by a $5 million net decrease from other non-same warehouse sites including closed facilities.

Previous wording

Global integrated solutions segment NOI was $57 million for the three months ended March 31, 2025, a decrease of $2 million, or 3.4%, compared to $59 million for the three months ended March 31, 2024. Foreign currency translation had a net impact of less than $1 million compared to three months ended March 31, 2024.

Current wording

Global integrated solutions segment NOI was $68 million for the three months ended June 30, 2025, an increase of $5 million, or 7.9%, compared to $63 million for the three months ended June 30, 2024. Foreign currency translation had a less than $1 million net impact compared to the three months ended June 30, 2024.

Previous wording

Depreciation and amortization expense. Depreciation and amortization expense was $212 million for the three months ended March 31, 2025, an increase of $1 million, or 0.5%, compared to $211 million for the three months ended March 31, 2024.

Current wording

Depreciation and amortization expense. Depreciation and amortization expense was $224 million for the three months ended June 30, 2025, an increase of $5 million, or 2.3%, compared to $219 million for the three months ended June 30, 2024. The increase was primarily due to acquisitions and greenfield and expansion projects.

Previous wording

General and administrative expense. General and administrative expenses were $154 million for the three months ended March 31, 2025, an increase of $30 million, or 24.2%, compared to $124 million for the three months ended March 31, 2024. The increase was primarily due to $31 million of additional stock-based compensation expense driven by the restructuring of our equity compensation plans in conjunction with becoming a public company. For the three months ended March 31, 2025 and 2024, general and administrative expenses were 11.9% and 9.3% of total revenues, respectively, with the increase driven by the stock-based compensation expense mentioned above.

Current wording

General and administrative expense. General and administrative expenses were $143 million for the three months ended June 30, 2025, an increase of $16 million, or 12.6%, compared to $127 million for the three months ended June 30, 2024. The increase was primarily driven by $17 million of additional stock-based compensation expense driven by the restructuring of our equity compensation plans in conjunction with becoming a public company. For the three months ended June 30, 2025 and 2024, general and administrative expenses were 10.6% and 9.5% of total revenues, respectively, with the increase primarily driven by the stock-based compensation expense mentioned above.

Previous wording

Acquisition, transaction, and other expense. Acquisition, transaction, and other expenses were $15 million for the three months ended March 31, 2025, an increase of $7 million compared to $8 million for the three months ended March 31, 2024. The increase was primarily due to the recognition of stock-based compensation expense related to one-time awards associated with our IPO and fair value adjustments related to put options issued in connection with the IPO, partially offset by a decrease in acquisition- related costs. For further detail on costs associated with our IPO and stock-based compensation, see Note 2, Capital structure and noncontrolling interests and Note 14, Stock-based compensation to the condensed consolidated financial statements included in this Quarterly Report.

Current wording

Acquisition, transaction, and other expense. Acquisition, transaction, and other expenses were $37 million for the three months ended June 30, 2025, an increase of $25 million compared to $12 million for the three months ended June 30, 2024. The increase was primarily due to fair value adjustments related to Put Options issued in connection with our IPO and the recognition of stock-based compensation expense related to one-time awards associated with the IPO. For further detail on costs associated with our IPO and stock-based compensation, see Note 2, Capital structure and noncontrolling interests and Note 15, Stock-based compensation to the condensed consolidated financial statements included in this Quarterly Report.

Previous wording

Restructuring, impairment, and (gain) loss on disposals. Restructuring, impairment, and (gain) loss on disposals were a net gain of $21 million for the three months ended March 31, 2025, a decrease of $21 million compared to a net gain of less than $1 million for the three months ended March 31, 2024.

Current wording

Restructuring, impairment, and (gain) loss on disposals. Restructuring, impairment, and (gain) loss on disposals were net expenses of $3 million for the three months ended June 30, 2025, a decrease of $12 million compared to net expenses of $15 million for the three months ended June 30, 2024. The decrease was primarily related to the (gain) loss associated with a fire which occurred in April 2024 at the Company’s warehouse in Kennewick, Washington, further discussed below.

Previous wording

The three months ended March 31, 2025 included a net gain of $24 million related to a fire which occurred at the Company’s warehouse in Kennewick, Washington. The net gain consisted of insurance reimbursement of $25 million, including $8 million of business interruption insurance recoveries, offset by $1 million of clean-up costs (see Note 16, Commitments and contingencies in our condensed consolidated financial statements included in this Quarterly Report for details).

Current wording

The three months ended June 30, 2025 included a net gain of $13 million resulting from insurance reimbursement related to the Kennewick, Washington fire. The three months ended June 30, 2024 included a net loss of $1 million related to the fire, consisting of a $24 million loss of carrying value of the impaired assets and $9 million of clean-up costs, partially offset by insurance reimbursement of $32 million (see Note 17, Commitments and contingencies in our condensed consolidated financial statements included in this Quarterly Report for details).

Previous wording

Interest (expense), net. We reported a net interest expense of $60 million for the three months ended March 31, 2025, a decrease of $79 million, or 56.8%, compared to $139 million for the three months ended March 31, 2024. The average effective interest rate of our outstanding debt was 4.3% for the three months ended March 31, 2025, a decrease from 6.1% for the three months ended March 31, 2024, due to lower average borrowings after substantial debt repayments with IPO proceeds during the second half of 2024. As a result of this repayment, the notional value of our hedging instruments represents a larger proportion of our overall borrowings. When taking into account income (expense) generated from hedging instruments, the average effective interest rate of our outstanding debt was 2.8% for the three months ended March 31, 2025, a decrease from 5.0% for the three months ended March 31, 2024. For additional information regarding our net interest expense, see Note 10, Interest expense in our condensed consolidated financial statements included in this Quarterly Report.

Current wording

Interest (expense), net. We reported a net interest expense of $67 million for the three months ended June 30, 2025, a decrease of $81 million, or 54.7%, compared to $148 million for the three months ended June 30, 2024. The average effective interest rate of our outstanding debt was 4.3% for the three months ended June 30, 2025, a decrease from 6.3% for the three months ended June 30, 2024, due to lower average borrowings after substantial debt repayments with IPO proceeds during the second half of 2024. As a result of this repayment, the notional value of our hedging instruments represents a larger proportion of our overall borrowings. When taking into account income (expense) generated from hedging instruments, the average effective interest rate of our outstanding debt was 3.0% for the three months ended June 30, 2025, a decrease from 5.2% for the three months ended June 30, 2024. For additional information regarding our net interest expense, see Note 11, Interest expense in our condensed consolidated financial statements included in this Quarterly Report.

Previous wording

Global warehousing segment cost of operations was $584 million for the three months ended March 31, 2025, which was flat compared to the three months ended March 31, 2024. A $9 million decrease in our same warehouse pool was offset by a $9 million net increase in our non-same warehouse pool, further discussed below. The foreign currency translation of cost of operations from our foreign operations had a $7 million favorable impact compared to the three months ended March 31, 2024.

Current wording

Global warehousing segment cost of operations was $1,187 million for the six months ended June 30, 2025, an increase of $21 million, or 1.8%, compared to $1,166 million for the six months ended June 30, 2024. An $11 million decrease in our same warehouse pool was offset by a $32 million net increase in our non-same warehouse pool, further discussed below. The foreign currency translation of cost of operations from our foreign operations had a $3 million favorable impact compared to the six months ended June 30, 2024.

Previous wording

Same warehouse storage revenues decreased $27 million or 5.6% compared to the three months ended March 31, 2024, primarily driven by lower average rates, as rate increases were more than offset by changes in customer mix, and by lower average occupancy. Economic occupancy decreased by 150 basis points, as our customers rationalized inventory and production levels during continued economic pressures. Same warehouse storage revenues per economic occupied pallet decreased 3.4% compared to the prior year, primarily driven by unfavorable rates, as discussed above, and other changes in our business profile in response to changing customer needs.

Current wording

Same warehouse storage revenues decreased $41 million, or 4.3%, compared to the six months ended June 30, 2024, primarily driven by lower average rates, as rate increases were more than offset by changes in customer mix, and by lower average occupancy. Economic occupancy decreased by 210 basis points, as our customers rationalized inventory and production levels during continued economic pressures. Same warehouse storage revenues per economic occupied pallet decreased 1.2% compared to the prior year, primarily driven by unfavorable rates, as discussed above, and other changes in our business profile in response to changing customer needs.

Previous wording

Same warehouse services revenues decreased $11 million or 2.6% compared to the three months ended March 31, 2024, primarily driven by lower rates and other changes in our business profile in response to changing customer needs and lower throughput volumes. Same warehouse services revenue per throughput pallet decreased 1.5% compared to the prior year. Throughput pallets at our same warehouses decreased 1.8% compared to the three months ended March 31, 2024, primarily driven by customer rationalization of inventory and production levels as discussed above.

Current wording

Same warehouse services revenues decreased $21 million or 2.4% compared to the six months ended June 30, 2024, primarily driven by lower rates and other changes in our business profile in response to changing customer needs and lower throughput volumes. Same warehouse services revenue per throughput pallet decreased 0.5% compared to the prior year. Throughput pallets at our same warehouses decreased 2.3% compared to the six months ended June 30, 2024, primarily driven by customer rationalization of inventory and production levels as discussed above.

Previous wording

Same warehouse cost of operations decreased $9 million or 1.6% compared to the three months ended March 31, 2024, primarily driven by lower labor and other warehouse costs, including supplies and maintenance, resulting from decreases in occupancy and throughput volumes discussed above.

Current wording

Same warehouse cost of operations decreased $11 million or 1.0% compared to the six months ended June 30, 2024, primarily driven by lower labor and other warehouse costs, including supplies and maintenance, resulting from decreases in occupancy and throughput volumes discussed above.

Previous wording

Global integrated solutions segment revenues were $348 million for the three months ended March 31, 2025, a decrease of $11 million, or 3.1%, compared to $359 million for the three months ended March 31, 2024. The decrease was primarily due to lower volumes. In addition, the foreign currency translation of revenues earned by our foreign operations had a $4 million unfavorable impact compared to the three months ended March 31, 2024.

Current wording

Global integrated solutions segment revenues were $728 million for the six months ended June 30, 2025, a decrease of $3 million, or 0.4%, compared to $731 million for the six months ended June 30, 2024. The decrease was primarily due to lower transportation volumes, partially offset by higher redistribution and direct-to-consumer volumes. In addition, the foreign currency translation of revenues earned by our foreign operations had a $3 million favorable impact compared to the six months ended June 30, 2024.

Previous wording

Global integrated solutions segment cost of operations was $291 million for the three months ended March 31, 2025, a decrease of $9 million, or 3.0%, compared to $300 million for the three months ended March 31, 2024. The decrease was due to lower volumes and cost controls. The foreign currency translation of cost of operations from our foreign operations had a $4 million favorable impact compared to the three months ended March 31, 2024.

Current wording

Global integrated solutions segment cost of operations was $603 million for the six months ended June 30, 2025, a decrease of $6 million, or 1.0%, compared to $609 million for the six months ended June 30, 2024. The decrease was due to lower transportation volumes and cost control measures. The foreign currency translation of cost of operations from our foreign operations had a $3 million unfavorable impact compared to the six months ended June 30, 2024.

Previous wording

Gain (loss) on extinguishment of debt. There was no gain (loss) on debt extinguishment recognized for the three months ended March 31, 2025. We recognized a loss on debt extinguishment of $7 million for three months ended March 31, 2024, as the result of various refinancing arrangements. For additional information regarding our debt, see Note 8, Debt in our condensed consolidated financial statements included in this Quarterly Report.

Current wording

Gain (loss) on extinguishment of debt. There was no gain (loss) on debt extinguishment recognized for the six months ended June 30, 2025. We recognized a loss on debt extinguishment of $7 million for the six months ended June 30, 2024, as a result of the February 2024 refinancing of the Credit Agreement. For additional information regarding our debt, see Note 9, Debt in our condensed consolidated financial statements included in this Quarterly Report.

Previous wording

Gain (loss) on foreign currency transactions, net. We reported a net foreign currency exchange gain of $16 million for the three months ended March 31, 2025 compared to a net loss of $11 million for the three months ended March 31, 2024. The change in foreign currency exchange gain (loss) was due to favorable foreign currency exchange rates against the U.S. dollar, with the largest impacts driven by the euro.

Current wording

Gain (loss) on foreign currency transactions, net. We reported a net foreign currency exchange gain of $42 million for the six months ended June 30, 2025 compared to a net loss of $9 million for the six months ended June 30, 2024. The change in foreign currency exchange gain (loss) was due to changes in foreign currency exchange rates against the U.S. dollar, with the largest impacts driven by the euro.

Previous wording

Equity income (loss), net of tax. We reported a net loss from equity method investments of $4 million for the three months ended March 31, 2025, as compared to $2 million net loss for the three months ended March 31, 2024. The increase in net loss was primarily related to our investment in Emergent Cold LatAm Holdings, LLC.

Current wording

Equity income (loss), net of tax. We reported a net loss from equity method investments of $1 million for the six months ended June 30, 2025, as compared to $3 million net loss for the six months ended June 30, 2024. The decrease in net loss was primarily related to our investment in Emergent Cold LatAm Holdings, LLC.

Previous wording

Income tax expense for the three months ended March 31, 2025 was $8 million, which represented an increase of $18 million from the income tax benefit of $10 million for the three months ended March 31, 2024. The tax expense in 2025 was principally created by the tax-effect of pre-tax earnings in various jurisdictions and nondeductible stock-based compensation, reduced by tax adjustments related to REIT activity. The tax benefit in 2024 was principally created by the tax-effect of pre-tax earnings in various jurisdictions, changes in tax laws, and withholding taxes paid in various jurisdictions. Our income taxes are discussed in more detail in Note 7, Income taxes to the condensed consolidated financial statements included in this Quarterly Report.

Current wording

Income tax expense for the six months ended June 30, 2025 was $1 million, an increase of $4 million from an income tax benefit of $3 million for the six months ended June 30, 2024. The tax expense in 2025 was principally created by the tax-effect of pre-tax earnings in various jurisdictions and nondeductible stock-based compensation, reduced by tax adjustments related to REIT activity. The tax benefit in 2024 was principally created by the tax-effect of pre-tax earnings in various jurisdictions, tax adjustments related to REIT activity, and withholding taxes paid in various jurisdictions. Our income taxes are discussed in more detail in Note 8, Income taxes to the condensed consolidated financial statements included in this Quarterly Report.

Previous wording

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.

Current wording

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 and related employer-paid payroll taxes from grants under our equity incentive plans, 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.

Previous wording

The table below reconciles total segment NOI to net income (loss), which is the most directly comparable financial measure calculated in accordance with GAAP, in each case for the three months ended March 31, 2025 and 2024.

Current wording

The table below reconciles total segment NOI to net income (loss), which is the most directly comparable financial measure calculated in accordance with GAAP, in each case for the three and six months ended June 30, 2025 and 2024.

Previous wording

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:

Current wording

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 and related employer-paid payroll taxes from grants under our equity incentive plans, 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:

Previous wording

The table below reconciles EBITDA, EBITDAre, and Adjusted EBITDA to net income (loss), which is the most directly comparable financial measure calculated in accordance with GAAP, in each case for the three months ended March 31, 2025, and 2024.

Current wording

The table below reconciles EBITDA, EBITDAre, and Adjusted EBITDA to net income (loss), which is the most directly comparable financial measure calculated in accordance with GAAP, in each case for the three and six months ended June 30, 2025 and 2024.

Previous wording

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.

Current wording

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 and related employer-paid payroll taxes 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.

Previous wording

The table below reconciles FFO, Core FFO, and Adjusted FFO to net income (loss), which is the most directly comparable financial measure calculated in accordance with GAAP, in each case for the three months ended March 31, 2025, and 2024.

Current wording

The table below reconciles FFO, Core FFO, and Adjusted FFO to net income (loss), which is the most directly comparable financial measure calculated in accordance with GAAP, in each case for the three and six months ended June 30, 2025 and 2024.

Previous wording

As of March 31, 2025, we had $195 million of cash and cash equivalents and $1.5 billion available under our Revolving Credit Facility (net of outstanding standby letters of credit in the amount of $64 million, which reduce availability). We currently expect that our principal sources of funding will include:

Current wording

As of June 30, 2025, we had $81 million of cash and cash equivalents and $1.4 billion available under our Revolving Credit Facility (net of outstanding standby letters of credit in the amount of $65 million, which reduce availability). We currently expect that our principal sources of funding will include:

Previous wording

The board of directors of the Company declared a quarterly cash dividend of $0.5275 per share of common stock for the fourth quarter of 2024, which was paid on January 21, 2025. The board of directors of the Company also declared a quarterly cash dividend of $0.5275 per share of common stock for the first quarter of 2025. The dividend was payable to shareholders of record as of March 31, 2025 and was paid on April 21, 2025.

Current wording

The board of directors of the Company declared a quarterly cash dividend of $0.5275 per share of common stock for the fourth quarter of 2024, which was paid on January 21, 2025. The board of directors of the Company also declared a quarterly cash dividend of $0.5275 per share of common stock for the first quarter of 2025. The dividend was payable to shareholders of record as of March 31, 2025 and was paid on April 21, 2025. The board of directors of the Company also declared a quarterly cash dividend of $0.5275 per share of common stock for the second quarter of 2025. The dividend was payable to shareholders of record as of June 30, 2025 and was paid on July 21, 2025.

Previous wording

The following table provides details of outstanding Senior Unsecured Notes (balances in millions):

Current wording

Refer to Note 9, Debt in our condensed consolidated financial statements included in this Quarterly Report for details of outstanding Senior Unsecured Notes Series.

Previous wording

Our credit loss expense related to customer receivables was $1 million and $1 million for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025 and December 31, 2024, we maintained allowances for uncollectible balances of $10 million and $10 million, respectively, which we believed to be adequate.

Current wording

Our credit loss expense related to customer receivables was $2 million and $2 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025 and December 31, 2024, we maintained allowances for uncollectible balances of $10 million and $10 million, respectively, which we believed to be adequate.

Previous wording

The following table sets forth our recurring maintenance capital expenditures for the three months ended March 31, 2025 and 2024.

Current wording

The following table sets forth our recurring maintenance capital expenditures for the three and six months ended June 30, 2025 and 2024.

Previous wording

Repair and maintenance expenses are incurred when assets need repair or replacement and do not qualify as capital expenditures. If the work does not materially extend the useful life of the asset or the asset value is less than ade minimis threshold, it would be recorded as an operating expense under repair and maintenance expenses. Examples include ordinary repairs on roofs, racking, refrigeration, and material handling equipment. Project-related expenses are excluded.

Current wording

Repair and maintenance expenses are incurred when assets need repair or replacement and do not qualify as capital expenditures. If the work does not materially extend the useful life of the asset or the asset value is less than ade minimis threshold, it would be recorded as an operating expense under repair and maintenance expenses, included primarily in Cost of operations on the condensed consolidated statements of operations and comprehensive income (loss). Examples include ordinary repairs on roofs, racking, refrigeration, and material handling equipment. Project-related expenses are excluded.

Previous wording

The following table sets forth our repair and maintenance expenses for the three months ended March 31, 2025 and 2024.

Current wording

The following table sets forth our repair and maintenance expenses for the three and six months ended June 30, 2025 and 2024.

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Rearranged current paragraphs (10)

Current report — wording carried from elsewhere

Same warehouse storage revenues decreased $15 million, or 3.1%, compared to the three months ended June 30, 2024, primarily driven by changes in customer mix and by lower average occupancy offsetting the increase in average rates. Economic occupancy decreased by 280 basis points, as our customers rationalized inventory and production levels during continued economic pressures. Same warehouse storage revenues per economic occupied pallet increased 0.8% compared to three months ended June 30, 2024, primarily driven by favorable rates, as discussed above, and other changes in our business profile in response to changing customer needs.

Current report — wording carried from elsewhere

Same warehouse services revenues decreased $11 million, or 2.5%, compared to the three months ended June 30, 2024, primarily due to lower throughput volumes and other changes in our business profile in response to changing customer needs. Same warehouse services revenue per throughput pallet increased 0.4% compared to the three months ended June 30, 2024. Throughput pallets at our same warehouses decreased 3.2% compared to the three months ended June 30, 2024, primarily driven by customer rationalization of inventory and production levels, as discussed above.

Current report — wording carried from elsewhere

Same warehouse cost of operations decreased $3 million, or 0.6%, compared to the three months ended June 30, 2024, primarily driven by lower labor and power costs resulting from decreases in occupancy and throughput volumes discussed above.

Current report — wording carried from elsewhere

Gain (loss) on foreign currency transactions, net. We reported a net foreign currency exchange gain of $26 million for the three months ended June 30, 2025, compared to a net gain of $2 million for the three months ended June 30, 2024. The increase in foreign currency exchange gain was due to movements in foreign currency exchange rates against the U.S. dollar, primarily driven by the euro.

Current report — wording carried from elsewhere

Equity income (loss), net of tax. We reported $3 million of net income from equity method investments for the three months ended June 30, 2025, compared to a net loss of $1 million for the three months ended June 30, 2024, primarily related to our investment in Emergent Cold LatAm Holdings, LLC.

Current report — wording carried from elsewhere

Comparison of Results for the Six Months Ended June 30, 2025 and 2024

Current report — wording carried from elsewhere

General and administrative expense. General and administrative expenses were $297 million for the six months ended June 30, 2025, an increase of $46 million, or 18.3%, compared to $251 million for the six months ended June 30, 2024. The increase was primarily due to $48 million of additional stock-based compensation expense driven by the restructuring of our equity compensation plans in conjunction with becoming a public company. For the six months ended June 30, 2025 and 2024, general and administrative expenses were 11.2% and 9.4% of total revenues, respectively, with the increase primarily driven by the stock-based compensation expense mentioned above.

Current report — wording carried from elsewhere

Acquisition, transaction, and other expense. Acquisition, transaction, and other expenses were $52 million for the six months ended June 30, 2025, an increase of $32 million compared to $20 million for the six months ended June 30, 2024. The increase was primarily due to fair value adjustments related to Put Options issued in connection with our IPO and the recognition of stock-based compensation expense related to one-time awards associated with the IPO. For further detail on costs associated with our IPO and stock-based compensation, see Note 2, Capital structure and noncontrolling interests and Note 15, Stock-based compensation to the condensed consolidated financial statements included in this Quarterly Report.

Current report — wording carried from elsewhere

The following table presents other items of income and expense for the six months ended June 30, 2025 and 2024.

Current report — wording carried from elsewhere

Interest (expense), net. We reported net interest expense of $127 million for the six months ended June 30, 2025, a decrease of $160 million, or 55.7%, compared to $287 million for the six months ended June 30, 2024. The average effective interest rate of our outstanding debt was 4.3% for the six months ended June 30, 2025, a decrease from 6.4% for the six months ended June 30, 2024, due to lower average borrowings after substantial debt repayments with IPO proceeds during the second half of 2024. As a result of this repayment, the notional value of our hedging instruments represents a larger proportion of our overall borrowings. When taking into account income (expense) generated from hedging instruments, the average effective interest rate of our outstanding debt was 2.9% for the six months ended June 30, 2025, a decrease from 5.3% for the six months ended June 30, 2024. For additional information regarding our net interest expense, see Note 11, Interest expense in our condensed consolidated financial statements included in this Quarterly Report.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

•Occupancy and Throughput. Coming out of the global pandemic, we experienced higher physical occupancy levels through the first half of 2023, particularly in North America, significantly driven by customers increasing production and inventories in response to supply chain backlogs in recent years. Beginning in the second half of