Lineage, Inc.
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
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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.
Sep 30, 2026 · Filed Nov 9, 2026
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Commitments and contingencies
(15)Commitments and contingencies
(a)Self‑insured risks
The Company is self‑insured for a portion of workers’ compensation costs. The Company has a workers’ compensation plan with an individual claim stop‑loss deductible of $1 million. Workers’ compensation self‑insurance liabilities are determined by third-party actuaries. The combined amount included in Accounts payable and accrued liabilities and Other long-term liabilities related to workers’ compensation liabilities as of September 30, 2026 and December 31, 2025 was $54 million and $50 million, respectively. The liability represents the gross amount excluding amounts receivable from the insurers. The total included in Prepaid expenses and other current assets and Other assets related to the receivables from insurers as of September 30, 2026 and December 31, 2025 was $15 million and $14 million, respectively.
The Company is also self‑insured for a portion of employee medical costs. The Company has a medical plan with a retained deductible. Medical self‑insurance liabilities are determined by third‑party actuaries. The total included in Accounts payable and accrued liabilities related to medical liabilities as of September 30, 2026 and December 31, 2025 was $13 million and $14 million, respectively.
(b)Legal and regulatory proceedings
The Company, from time to time and in the normal course of business, is party to various claims, lawsuits, arbitrations, and regulatory actions (collectively, “Claims”). In particular, as the result of numerous ongoing construction activities, the Company may be a party to construction and/or contractor related liens and claims, including mechanic’s and materialmen’s liens. The Company is also party to various Claims related to commercial disagreements with customers or suppliers. Additionally, given the Company’s substantial workforce, and, in particular, its warehouse related workforce, the Company is party to various labor and employment related Claims, including, without limitation, Claims related to workers’ compensation, wage and hour, discrimination, and related matters. Management of the Company believes the ultimate resolution of these matters will not have a material adverse effect on the consolidated financial statements, other than certain matters discussed below.
Finally, given the Company’s business of warehousing refrigerated food products and its utilization of anhydrous ammonia for its refrigeration systems (a known hazardous material), the Company is subject to the jurisdiction of various U.S. regulatory agencies, including, without limitation, the Department of Agriculture, Food and Drug Administration, Environmental Protection Agency (“EPA”), Department of Justice, Occupational Safety and Health Administration, and various other agencies in the jurisdictions in which the Company operates.
(c)Environmental matters
The Company is subject to a wide range of environmental laws and regulations in each of the locations in which the Company operates. Compliance with these requirements can involve significant capital and operating costs. Failure to comply with these requirements can result in civil or criminal fines or sanctions, claims for environmental damages, remediation obligations, the revocation of environmental permits, or restrictions on the Company’s operations.
The Company records accruals for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. The Company believes it is in compliance with applicable environmental regulations in all material respects. Under various U.S. federal, state, and local environmental laws, a current or previous owner or operator of real estate may be liable for the entire cost of investigating, removing, and/or remediating hazardous or toxic substances on such property. Such laws often impose liability, whether or not the owner or operator knew of, or was responsible for, the contamination. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for the entire clean-up cost. Most of the Company’s warehouses utilize anhydrous ammonia as a refrigerant. Anhydrous ammonia is classified as a hazardous chemical regulated by the EPA and various other agencies in the locations in which the Company operates, and an accident or significant release of anhydrous ammonia from a warehouse could result in injuries, loss of life, and property damage. There are no material liabilities arising out of environmental matters as of September 30, 2026 and December 31, 2025, other than the Los Angeles, California warehouse fire matter described below, which could give rise to material environmental liabilities, though no such claims material to the consolidated financial statements have been asserted to date.
(d)Occupational Safety and Health Act (OSHA)
The Company’s warehouses located in the U.S. are subject to regulation under OSHA, which requires employers to provide employees an environment free from hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress, and unsanitary conditions. The cost of complying with OSHA and similar laws enacted by states and other jurisdictions in which the Company operates can be substantial, and any failure to comply with these regulations could expose the Company to substantial penalties and/or liabilities to employees who may be injured at the Company’s warehouses. The Company records accruals for OSHA matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. The Company believes that it is in compliance with all OSHA regulations in all material respects and that no material unrecorded liabilities exist as of September 30, 2026 and December 31, 2025.
(e)Kennewick, Washington warehouse fire
On April 21, 2024, a fire occurred at the Company’s warehouse in Kennewick, Washington, destroying the building and customer inventories. No employees or other parties were injured. The net gain is presented in Restructuring, impairment, and (gain) loss on disposals in the Company’s condensed consolidated statements of operations and comprehensive income (loss) and consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (in millions) | 2026 | 2025 | 2026 | 2025 |
| Clean-up costs and legal and administrative fees | $— | $— | $5 | $1 |
| Less: Insurance reimbursement (1) | (15) | (10) | (35) | (48) |
| Net (gain) loss | $(15) | $(10) | $(30) | $(47) |
| (1) Includes business interruption insurance recoveries of $12 million and $25 million during the three and nine months ended September 30, 2026, respectively. There were no business interruption insurance recoveries during the three and nine months ended September 30, 2025. | ||||
The $15 million insurance reimbursement gain recognized during the three months ended September 30, 2026 was recorded as a receivable in Accounts receivable, net and subsequently received in cash in October 2026.
In 2026, a series of lawsuits were filed on behalf of various residents against the Company, the State of Washington and Benton-Franklin Health District, and other defendants alleging damages to certain local residents from the Kennewick fire (collectively the “Kennewick lawsuits”). The Kennewick lawsuits are at a preliminary stage, and while the potential loss from these cases cannot be estimated at this time, the Company believes it has strong defenses to the alleged claims and does not expect the ultimate outcome of the Kennewick lawsuits to have a material adverse impact on the consolidated financial statements.
(f)Los Angeles, California warehouse fire
On June 17, 2026, a fire occurred atone of the Company’s leased warehouses in Los Angeles, California, destroying portions of the warehouse and all customer inventories. The warehouse is a finance lease asset, and the Company has a contractual obligation to restore the warehouse to its condition immediately before the fire. Under ASC 842, Leases, this obligation constitutes contingent variable lease payments which were triggered by the damage resulting from the fire. As the lessor is a named beneficiary of the Company’s insurance policy on the warehouse, any insurance reimbursements related to restoring the warehouse that the lessor is entitled to receive and obligated to reimburse the Company will reduce the Company’s variable lease payments. As such, the Company’s lease obligations will be recorded net of insurance reimbursements received. The Company will remeasure the right of use asset and lease liability when the total cost to restore the building and the insurance reimbursement amount are known. Until the final amounts are known, the Company records all costs incurred to restore the building, including demolition costs, as a lease deposit asset, included in Prepaid expenses and other current assets on the condensed consolidated balance sheets. This asset is offset by the related insurance proceeds.
As of September 30, 2026, the lease deposit balance, representing estimated net unreimbursed costs, was $96 million.
The right-of-use asset was determined not to be impaired. The Company recorded an immaterial impairment of the Company’s machinery and equipment assets during the nine months ended September 30, 2026.
Impairment loss, legal and administrative fees, and estimated clean-up costs incurred during the three and nine months ended September 30, 2026 were $122 million and $130 million, respectively, and are presented in Restructuring, impairment, and (gain) loss on disposals in the Company’s condensed consolidated statements of operations and comprehensive income (loss).
The Company’s property insurance carriers approved payment of $100 million under the Company’s property insurance policy for the costs spent on demolition and clean-up, which the Company started to receive subsequently to September 30, 2026 and expects to receive in full in the fourth quarter. $50 million of these proceeds are provided to the Company directly in cash. This amount may be required to be reimbursed to the controlled account described below under certain conditions. The other $50 million of these insurance proceeds are being received as restricted cash into a controlled account maintained by the Company. The account is subject to disbursement direction by the lessor’s lender, and the lessor’s lender is a secured party on the account. The account is restricted on the condition that disbursements shall only be made at the lessor’s lender’s discretion for reimbursement of property clean-up and restoration costs, inclusive of demolition costs. These proceeds decreased the lease deposit asset in the fourth quarter.
The Company continues to work with its insurers to receive further reimbursement of costs incurred. At this time, the Company is unable to estimate the total expected costs for clean-up and restoration of the building, but it is reasonably possible to exceed the insurance claim limit.
The Company has received inquiries from, and is cooperating with, various federal, state, and local authorities relating to the fire. The Company has also received customer claims for inventory losses associated with the fire, and certain customers have filed suit. Additionally, a series of putative class action and individual plaintiff lawsuits have been filed against the Company and other defendants, including Altus Power, Inc., Pearce Services, LLC, and Los Palos Street Operating LLC, by local residents alleging various claims relating to the fire, including negligence, trespass, public nuisance, strict liability and unfair business practices, and seeking as relief compensatory and punitive damages, medical monitoring and business losses. On October 13, 2026, the class actions were consolidated into the caption In re Boyle Heights Warehouse Fire and are pending in the United States District Court for the Central District of California in Los
Angeles (Case No. 2:26-cv-07375-WLH-DMK). The individual plaintiff actions are pending in Los Angeles County Superior Court under captions Bonilla v. Lineage, Inc. (Case No. 26STCV24120); Espinoza v. Lineage Logistics Holdings, LLC (Case No. 26STCV24430) and Gutierrez Sanchez v. Lineage Logistics, LLC (Case No. 26STCV28314). The putative class actions and individual plaintiff lawsuits are collectively referred to herein as the “Los Angeles Fire Litigation”. All of the Los Angeles Fire Litigation matters are at a preliminary stage.
At this time, the Company is not able to estimate the possible loss or range of loss in connection with the June 17, 2026 fire, including as a result of the Los Angeles Fire Litigation. The Company intends to vigorously defend against claims arising from the June 17, 2026 fire, including in the Los Angeles Fire Litigation, and to seek recovery under applicable insurance policies and pursue indemnification under contract and/or applicable laws against various third parties. To that end, the Company has filed a lawsuit in Los Angeles County Superior Court against Altus Power, Inc., Pearce Services, LLC, Los Palos Street Operating LLC, and Doe Defendants based on their alleged role in causing the June 17, 2026 fire.
(g)Lineage, Inc. Securities Litigation (formerly disclosed as City of St. Clair Shores v. Lineage, Inc., et al.)
On August 1, 2025, a putative class action complaint was filed against the Company in the Eastern District of Michigan captioned City of St. Clair Shores Police and Fire Retirement System v. Lineage, Inc., et al., Case No. 2:25-cv-12383 (the “Securities Lawsuit”). The Eastern District entered an order appointingtwo pension funds as Lead Plaintiffs and consolidating the actions into In Re Lineage, Inc. Securities Litigation. The Lead Plaintiffs filed a consolidated amended class action complaint on March 30, 2026.
The Securities Lawsuit alleges violations of Sections 11 and 15 of the Securities Act of 1933 on behalf of a putative class of investors who purchased the Company's common stock in the IPO (the “Plaintiffs”). The complaint names as defendants the Company, certain of its current officers and directors, Bay Grove Capital Group LLC, and the Company’s underwriters in the IPO (the “Defendants”). The complaint alleges, among other things, that the Company and certain of its current officers and directors made false and misleading statements and failed to disclose certain information regarding the Company’s business prospects in the lead-up to the IPO. The Plaintiffs seek damages, interest, costs, expenses, attorneys' fees, and other unspecified equitable relief. The Defendants intend to vigorously defend against the claims in the Securities Lawsuit. The Defendants filed a motion to dismiss, and that motion is fully briefed and pending before the court. A hearing on the motion to dismiss is scheduled for March 11, 2027. The Company is not able to estimate the possible loss or range of loss in connection with this matter at this time.
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