AMERICOLD REALTY TRUST 10-K

ITEM 9A. Controls and Procedures Disclosure Controls and Procedures The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. These rules refer to the controls and other procedures of a company that are designed to ensure that information is recorded, processed, accumulated, summarized, communicated and reported to management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding what is required to be disclosed by a company in the reports that it files under the Exchange Act. As discussed in Note 1 - Description of the Business of the notes to the Consolidated Financial Statements in this Form 10-K, on April 26, 2023, we began to receive evidence that our computer network was affected by a cybersecurity incident. As part of the Company’s overall plan to address the cybersecurity incident, actions were taken in the second, third and fourth quarters of 2023 to improve our IT general controls environment. As of December 31, 2023, management has determined that the related control deficiencies that existed at the time of the cybersecurity incident have been successfully remediated. Moreover, as of December 31, 2023 (the “Evaluation Date”), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective. Management’s Report on Internal Control over Financial Reporting Management is responsible for the preparation and fair presentation of the consolidated financial statements included in this annual report. The consolidated financial statements have been prepared in conformity with U.S. 89 generally accepted accounting principles and reflect management’s judgments and estimates concerning events and transactions that are accounted for or disclosed. Management is also responsible for establishing and maintaining effective internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Management recognizes that there are inherent limitations in the effectiveness of any internal control and effective internal control over financial reporting can provide only reaso nable assurance with respect to financial statement preparation. Additionally, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (“2013 framework”). Based on our assessment, management concludes that the Company maintained effective internal control over financial reporting as of December 31, 2023. The effectiveness of our internal control over financial reporting has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included in this Annual Report. Changes in Internal Control over Financial Reporting As a result of the cybersecurity incident described above, we performed additional tests of controls and implemented certain manual compensating controls and determined that any deficiencies internal control over financial reporting were successfully remediated as of December 31, 2023. There were no changes in our internal control over financial reporting (as defined in Rule 13a - 15(f) of the Exchange Act) identified in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act during the year ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 90 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Americold Realty Trust, Inc. and Subsidiaries Opinion on Internal Control over Financial Reporting We have audited Americold Realty Trust, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Americold Realty Trust, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive (loss) income, equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the index at Item 15(b) and our report dated February 29, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 91 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Atlanta, Georgia February 29, 2024 92 ITEM 9B. Other Information During the three months ended December 31, 2023, none of the Company’s directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as such term is defined in Item 408(c) of Regulation S-K). ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 93 PART III ITEM 10. Directors, Executive Officers and Corporate Governance The information required by Item 10 will be included in the definitive proxy statement relating to the 2024 Annual Meeting of Stockholders of Americold Realty Trust, Inc. and is incorporated herein by reference. ITEM 11. Executive Compensation The information required by Item 11 will be included in the definitive proxy statement relating to the 2024 Annual Meeting of Stockholders of Americold Realty Trust, Inc. and is incorporated herein by reference. ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by Item 12 will be included in the definitive proxy statement relating to the 2024 Annual Meeting of Stockholders of Americold Realty Trust, Inc. and is incorporated herein by reference. ITEM 13. Certain Relationships and Related Transactions, and Director Independence The information required by Item 13 will be included in the definitive proxy statement relating to the 2024 Annual Meeting of Stockholders of Americold Realty Trust, Inc. and is incorporated herein by reference. ITEM 14. Principal Accounting Fees and Services The information required by Item 14 will be included in the definitive proxy statement relating to the 2024 Annual Meeting of Stockholders of Americold Realty Trust, Inc. and is incorporated herein by reference. 94 PART IV ITEM 15. Exhibits, Financial Statements and Schedules Americold Realty Trust, Inc. and Subsidiaries The following documents are filed as a part of this Annual Report on Form 10-K: a. Financial Statements and Schedules b. Financial Statements: Page Americold Realty Trust, Inc. and Subsidiaries Report of Independent Registered Public Accounting Firm (Auditor Firm ID: 42 ) F- 1 Consolidated Balance Sheets F- 3 Consolidated Statements of Operations F- 4 Consolidated Statements of Comprehensive (Loss) I ncome F- 5 Consolidated Statements of Equity F- 6 Consolidated Statements of Cash Flows F- 9 Notes to the Consolidated Financial Statements of Americold Realty Trust, Inc. and Subsidiaries F- 11 Schedule III – Real Estate and Accumulated Depreciation F- 69 c. Exhibits EXHIBIT INDEX Exhibit No. Description 2.1 Articles of Conversion (incorporated by reference to Exhibit 2.1 to Americold Realty Trust, Inc.'s Current Report on Form 8-K filed on May 25, 2022 (File No. 001-34723)) 3.1 Articles of Incorporation of Americold Realty Trust, Inc. (incorporated by reference to Exhibit 3.1 to Americold Realty Trust, Inc.'s Current Report on Form 8-K filed on May 25, 2022 (File No. 001-34723)) 3.2 Amended and Restated Bylaws of Americold Realty Trust, Inc. (incorporated by reference to Exhibit 3.1 to Americold Realty Trust, Inc.'s Current Report on Form 8-K filed on December 7, 2022 (File No. 001-34723)) 3.3 Certificate of Limited Partnership of Americold Realty Operating Partnership, L.P. (incorporated by reference to Exhibit 3.3 to Americold Realty Trust’s Annual Report on Form 10-K filed on February 26, 2019 (File No. 001-34723)) 3.4 Amended and Restated Limited Partnership Agreement of Americold Realty Operating Partnership, L.P. (incorporated by reference to Exhibit 3.1 to Americold Realty Trust’s Current Report on Form 8-K filed on July 2, 2019 (File No. 001-34723)) 4.1 Description of Capital Stock (incorporated by reference to Exhibit 4.1 to Americold Realty Trust’s Annual Report on Form 10-K filed on February 27, 2023 (File No. 001-34723)) 4.2 Registration Rights Agreement, dated as of December 30, 2020 by and among Americold Realty Trust and the Holders named therein (incorporated by reference to Exhibit 4.2 to Americold Realty Trust’s Annual Report on Form 10-K filed on March 1, 2021 (File No. 001-34723)) 10.1 Note and Guaranty Agreement, dated as of December 4, 2018, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.2 to Americold Realty Trust’s Current Report on Form 8-K filed on December 5, 2018 (File No. 001-34723)) 10.2 Note and Guaranty Agreement, dated as of May 7, 2019, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Current Report on Form 8-K filed on May 8, 2019 (File No. 001-34723)) 10.3 Amendment No. 1 to the Note and Guaranty Agreement, dated as of December 4, 2018, dated as of April 23, 2019, by and among the Operating Partnership, the Company and the purchasers named therein 95 10. 4 Amendment No. 1 to the Note and Guaranty Agreement, dated as of May 7, 2019, dated as of December 30, 2020, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.2 to Americold Realty Trust’s Current Report on Form 8-K filed on January 6, 2021 (File No. 001-34723)) 10. 5 Amendment No. 2 to the Note and Guaranty Agreement, dated as of December 4, 2018, dated as of December 30, 2020, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.3 to Americold Realty Trust’s Current Report on Form 8-K filed on January 6, 2021 (File No. 001-34723)) 10. 6 Note and Guaranty Agreement, dated as of December 30, 2020, by and among the Operating Partnership, the Company and the Purchasers (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Current Report on Form 8-K filed on January 6, 2021 (File No. 001-34723)) 10. 7 Amendment No. 1 to the Note and Guaranty Agreement, dated as of December 30, 2020, dated as of June 18, 2021, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Quarterly Report on Form 10-Q filed on August 6, 2021 (File No. 001-34723)) 10. 8 Amendment No. 2 to the Note and Guaranty Agreement, dated as of May 7, 2019, dated as of June 18, 2021, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.2 to Americold Realty Trust’s Quarterly Report on Form 10-Q filed on August 6, 2021 (File No. 001-34723)) 10. 9 Amendment No. 3 to the Note and Guaranty Agreement, dated as of December 4, 2018, dated as of June 18, 2021, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.3 to Americold Realty Trust’s Quarterly Report on Form 10-Q filed on August 6, 2021 (File No. 001-34723)) 10.10 Credit Agreement, dated as of August 23, 2022, by and among the Operating Partnership, the Company, the Several Lenders and Letter of Credit Issuers from Time to Time Parties Thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Americold Realty Trust Inc.’s Current Report on Form 8-K filed on August 24, 2022 (File No. 001-34723)) 10. 1 1 # Form of Employment Agreement (Executive Vice President) (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Quarterly Report on Form 10-Q filed on November 5, 2021 (File No. 001-34723)) 10.12# Form of Indemnification Agreement (incorporated by reference to Exhibit 10.16 to Americold Realty Trust’s Registration Statement on Form S-11/A, filed on December 19, 2017 (Registration No. 333-221560)) 10. 1 3 # Americold Realty Trust 2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.21 to Americold Realty Trust’s Registration Statement on Form S-11/A, filed on January 12, 2018 (Registration No. 333-221560)) 10. 1 4 # Americold Realty Trust 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to Americold Realty Trust’s Registration Statement on Form S-11/A, filed on December 20, 2017 (Registration No. 333-221560)) 10. 1 5 # Americold Realty Trust 2017 Equity Incentive Plan, effective as of January 23, 2018 (incorporated by reference to Exhibit 10.8 to Americold Realty Trust’s Current Report on Form 8-K filed on January 23, 2018 (Registration No. 333-221560)) 10. 1 6 # Form of Annual Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on May 15, 2018 (File No. 001-34723)) 10. 17 # Form of Retention Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on May 15, 2018 (File No. 001-34723)) 10. 18 # Form of Performance Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.4 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on May 15, 2018 (File No. 001-34723)) 10. 19 # Form of Annual Director OP Unit Award Agreement (incorporated by referenced to Exhibit 10.1 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on August 9, 2019 (File No. 001-34723)) 10. 2 0 # Form of Retention OP Unit Award Agreement (incorporated by referenced to Exhibit 10.2 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on August 9, 2019 (File No. 001-34723)) 10.2 1 # Form of Performance OP Unit Award Agreement (incorporated by referenced to Exhibit 10.3 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on August 9, 2019 (File No. 001-34723)) 10.2 2 # Form of Performance Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.26 to Americold Realty Trust’s Annual Report on Form 10-K filed on March 2, 2020 (File No. 001-34723)) 96 10.23# Form of Performance Restricted Stock Unit Agreement under the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to Americold Realty Trust’s Quarterly Report on Form 10-Q filed on May 7, 2021 (File No. 001-34723)) 10.2 4 # Form of Time-Based Restricted Stock Unit Agreement under the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to Americold Realty Trust’s Quarterly Report on Form 10-Q filed on May 7, 2021 (File No. 001-34723)) 10. 2 5 # Form of Performance OP Unit Award Agreement under the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to Americold Realty Trust’s Quarterly Report on Form 10-Q filed on May 7, 2021 (File No. 001-34723)) 10. 2 6 # Form of Time-Based OP Unit Award Agreement under the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to Americold Realty Trust’s Quarterly Report on Form 10-Q filed on May 7, 2021 (File No. 001-34723)) 10. 2 7 # Form of Time-Based OP Unit Award Agreement under the 2017 Equity Incentive Plan (CEO) 10. 2 8 # Form of Performance-Based OP Unit Award Agreement under the 2017 Equity Incentive Plan (CEO) 10. 29 # Offer Letter, dated February 24, 2022, by and between Americold Logistics, LLC and George F. Chappelle Jr. (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Current Report on Form 8-K filed on February 24, 2022 (File No. 001-34723)) 10. 3 0 # Executive Severance Benefits Plan (incorporated by reference to Exhibit 10.2 to Americold Realty Trust’s Current Report on Form 8-K filed on February 24, 2022 (File No. 001-34723)) 10. 3 1 # Offer Letter, dated February March 3, 2023, by and between Americold Logistics, LLC and Scott Henderson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 13, 2023 (File No. 001-34723)) 10.3 2 # Offer Letter, dated July 24, 2023, by and between Americold Logistics, LLC and Bryan Verbarendse (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 28, 2023 (File No. 001-34723)) 10.3 3 # Offer Letter, dated December 27, 2023, by and between Americold Logistics, LLC and Jay Wells (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 3, 2024 (File No. 001-34723)) 21.1 List of Subsidiaries 23.1 Consent of Ernst & Young LLP 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust, Inc. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust, Inc. 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust, Inc. 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust, Inc. 97.1 Americold Realty Trust, Inc. Clawback Policy 101 The following financial statements of Americold Realty Trust’s Form 10-K for the year ended December 31, 2023, formatted in XBRL interactive data files: (i) Condensed Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022; (ii) Condensed Consolidated Income Statements for the year ended December 31, 2023 and 2022; (iii) Condensed Consolidated Statements of Comprehensive Income for the year ended December 31, 2023 and 2022; (iv) Condensed Consolidated Statements of Equity for the year ended December 31, 2023 and 2022; (v) Condensed Consolidated Statements of Cash Flows for the year ended December 31, 2023 and 2022; and (vi) Notes to Condensed Consolidated Financial Statements. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) # This document has been identified as a management contract or compensatory plan or arrangement. Certain agreements and other documents filed as exhibits to this Annual Report on Form 10-K contain representations and warranties that the parties thereto made to each other. These representations and warranties have been made solely for the benefit of the other parties to such agreements and may have been qualified by certain information that has been disclosed to the other parties to such agreements and other documents and that may not be reflected in such agreements and other documents. In addition, these representations and warranties may be intended as a way of allocating risks among parties if the statements contained therein prove to be incorrect, rather than as actual statements of fact. Accordingly, there can be no reliance on any such representations and warranties as characterizations of the actual state of facts. Moreover, information concerning the subject matter of any such representations and warranties may have changed since the date of such agreements and other documents. 97 ITEM 16. Form 10-K Summary Not Applicable. 98 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Americold Realty Trust, Inc. and Subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Americold Realty Trust, Inc. and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive (loss) income, equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(b) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 29, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the 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 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 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F-1 Test of Goodwill for Impairment Description of the Matter As more fully described in Note 2 to the consolidated financial statements, the Company evaluates the carrying value of goodwill each year as of October 1 and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit to which goodwill has been allocated below its carrying amount. As of December 31, 2023, the carrying value of the Company’s goodwill balance totaled $794.0 million, after recognizing an impairment charge related to the Europe warehouse reporting unit of $236.5 million. Auditing management’s annual goodwill quantitative impairment test involved especially subjective judgments due to the significant estimation required in determining the fair value of the Europe warehouse reporting unit to which goodwill had been allocated. In particular, the estimate of fair value is sensitive to changes in assumptions impacting the discount rate, which include the estimated equity, company and country-specific risk premiums, the use and weighting of the allowable valuation methods as well as the capital structures of the guideline companies, all of which directly impact the business enterprise value of the Europe warehouse reporting unit. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment process. For example, we tested controls over the estimation of the fair value of the Europe warehouse reporting unit, including the Company’s controls over the valuation methodology and development of underlying assumptions used to determine the fair value of the Europe warehouse reporting unit, as well as the Company’s related sensitivity analyses. To test the estimated fair value of the Europe warehouse reporting unit, our audit procedures included, among others, assessing the valuation methodology and the underlying data used by the Company in its analysis, including testing the significant assumptions used to develop the discount rate. We compared the significant assumptions used by management to current economic trends and other relevant factors. We performed sensitivity analyses on the discount rate to evaluate the changes in the fair value of the Europe warehouse reporting unit that would result from changes in the related assumptions. We involved valuation specialists to assist in our evaluation of the valuation methodology and the significant assumptions, including the discount rate used in determining the fair value of the Europe warehouse reporting unit. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2010. Atlanta, Georgia February 29, 2024 F-2 Americold Realty Trust, Inc. and Subsidiaries Consolidated Balance Sheets (In thousands, except shares and per share amounts) December 31, 2023 2022 Assets Property, buildings, and equipment: Land $ 820,831 $ 786,975 Buildings and improvements 4,464,359 4,245,607 Machinery and equipment 1,565,431 1,407,874 Assets under construction 452,312 526,811 7,302,933 6,967,267 Accumulated depreciation ( 2,196,196 ) ( 1,901,450 ) Property, buildings, and equipment – net 5,106,737 5,065,817 Operating Leases: Operating lease right-of-use assets 343,532 352,553 Accumulated amortization-operating leases ( 96,230 ) ( 76,334 ) Operating leases-net 247,302 276,219 Financing Leases: Buildings and improvements 13,542 13,546 Machinery and equipment 161,446 127,009 174,988 140,555 Accumulated depreciation ( 69,824 ) ( 57,626 ) Financing leases – net 105,164 82,929 Cash, cash equivalents, and restricted cash 60,392 53,063 Accounts receivable, net of allowance of $ 21,647 and $ 15,951 at December 31, 2023 and 2022, respectively 426,048 430,042 Identifiable intangible assets – net 897,414 925,223 Goodwill 794,004 1,033,637 Investments in and advances to partially owned entities 38,113 78,926 Other assets 194,078 158,705 Total assets $ 7,869,252 $ 8,104,561 Liabilities: Borrowings under revolving line of credit $ 392,156 $ 500,052 Accounts payable and accrued expenses 568,764 557,540 Senior unsecured notes and term loans - net of deferred financing cost of $ 10,578 and $ 13,044 at December 31, 2023 and 2022, respectively 2,601,122 2,569,281 Sale-leaseback financing obligations 161,937 171,089 Financing lease obligations 97,177 77,561 Operating lease obligations 240,251 264,634 Unearned revenue 28,379 32,046 Pension and postretirement benefits 1,624 1,531 Deferred tax liability - net 135,797 135,098 Multiemployer pension plan withdrawal liability 7,458 7,851 Total liabilities 4,234,665 4,316,683 Commitments and contingencies (see Commitments and Contingencies Note 17) Equity Stockholders' equity Common stock, $ 0.01 par value per share – 500,000,000 authorized shares; 283,699,120 and 269,814,956 issued and outstanding at December 31, 2023 and 2022, respectively 2,837 2,698 Paid-in capital 5,625,907 5,191,969 Accumulated deficit and distributions in excess of net earnings ( 1,995,975 ) ( 1,415,198 ) Accumulated other comprehensive loss ( 16,640 ) ( 6,050 ) Total stockholders’ equity 3,616,129 3,773,419 Noncontrolling interests: Noncontrolling interests in operating partnership 18,458 14,459 Total equity 3,634,587 3,787,878 Total liabilities and equity $ 7,869,252 $ 8,104,561 See accompanying notes to consolidated financial statements. F-3 Americold Realty Trust, Inc. and Subsidiaries Consolidated Statements of Operations (In thousands, except per share amounts) Years Ended December 31, 2023 2022 2021 Revenues: Rent, storage, and warehouse services $ 2,391,089 $ 2,302,971 $ 2,085,387 Transportation services 239,670 313,358 312,092 Third-party managed services 42,570 298,406 317,311 Total revenues 2,673,329 2,914,735 2,714,790 Operating expenses: Rent, storage, and warehouse services cost of operations 1,668,486 1,666,739 1,498,951 Transportation services cost of operations 197,630 265,956 282,716 Third-party managed services cost of operations 36,641 286,077 303,347 Depreciation and amortization 353,743 331,446 319,840 Selling, general, and administrative 226,786 231,067 182,076 Acquisition, cyber incident, and other, net 64,087 32,511 51,578 Impairment of indefinite and long-lived assets 236,515 7,380 3,312 (Gain) loss on sale of real estate ( 2,254 ) 5,689 — Total operating expenses 2,781,634 2,826,865 2,641,820 Operating (loss) income ( 108,305 ) 87,870 72,970 Other income (expense) Interest expense ( 140,107 ) ( 116,127 ) ( 99,177 ) Loss on debt extinguishment, modifications and termination of derivative instruments ( 2,482 ) ( 3,217 ) $ ( 5,689 ) Loss from investments in partially owned entities ( 1,442 ) ( 918 ) ( 723 ) Impairment of related party loan receivable ( 21,972 ) — $ — Loss on put option ( 56,576 ) — — Other, net 2,795 2,464 $ 2,022 Loss from continuing operations before income taxes ( 328,089 ) ( 29,928 ) ( 30,597 ) Income tax benefit (expense) Current ( 8,508 ) ( 3,725 ) ( 7,578 ) Deferred 10,781 22,561 9,147 Income tax benefit 2,273 18,836 1,569 Net loss Net loss from continuing operations ( 325,816 ) ( 11,092 ) ( 29,028 ) Net loss from discontinued operations ( 10,453 ) ( 8,382 ) ( 1,281 ) Net loss ( 336,269 ) ( 19,474 ) ( 30,309 ) Net (loss) income attributable to noncontrolling interests ( 54 ) ( 34 ) 146 Net loss attributable to Americold Realty Trust, Inc. $ ( 336,215 ) $ ( 19,440 ) $ ( 30,455 ) Weighted average common stock outstanding – basic 275,773 269,565 259,056 Weighted average common stock outstanding – diluted 275,773 269,565 259,056 Net loss per common share - basic $ ( 1.18 ) $ ( 0.04 ) $ ( 0.11 ) Net loss per common share from discontinued operations - basic ( 0.04 ) ( 0.03 ) 0.00 Basic loss per share $ ( 1.22 ) $ ( 0.07 ) $ ( 0.12 ) Net loss per common share - diluted $ ( 1.18 ) $ ( 0.04 ) $ ( 0.11 ) Net loss per common share from discontinued operations - diluted ( 0.04 ) ( 0.03 ) 0.00 Diluted loss per share $ ( 1.22 ) $ ( 0.07 ) $ ( 0.12 ) See accompanying notes to consolidated financial statements. F-4 Americold Realty Trust, Inc. and Subsidiaries Consolidated Statements of Comprehensive (Loss) Income (In thousands) Years Ended December 31, 2023 2022 2021 Net loss $ ( 336,269 ) $ ( 19,474 ) $ ( 30,309 ) Other comprehensive (loss) income - net of tax: Adjustment to accrued pension liability ( 2,299 ) ( 2,376 ) 8,329 Change in unrealized net loss on foreign currency ( 4,937 ) ( 23,514 ) ( 6,315 ) Unrealized (loss) gain on cash flow hedges ( 3,354 ) 15,318 6,887 Other comprehensive (loss) income - net of tax attributable to Americold Realty Trust, Inc. ( 10,590 ) ( 10,572 ) 8,901 Other comprehensive income (loss) attributable to noncontrolling interests 108 ( 51 ) 28 Total comprehensive loss $ ( 346,751 ) $ ( 30,097 ) $ ( 21,380 ) See accompanying notes to consolidated financial statements. F-5 Americold Realty Trust, Inc. and Subsidiaries Consolidated Statements of Equity (In thousands, except shares) Accumulated Deficit and Distributions in Excess of Net Earnings Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests in Operating Partnership Common Stock Number of Shares Par Value Paid-in Capital Total Balance - December 31, 2020 251,702,603 $ 2,517 $ 4,687,823 $ ( 895,521 ) $ ( 4,379 ) $ 2,381 $ 3,792,821 Net (loss) income — — — ( 30,455 ) — 146 ( 30,309 ) Other comprehensive income — — — — 8,901 28 8,929 Measurement period adjustment to record fair value of noncontrolling interests in consolidated joint venture from Agro acquisition — — — — — 11,600 11,600 Purchase of noncontrolling interest holders share in consolidated joint venture — — — — — ( 11,600 ) ( 11,600 ) Distributions on common stock, restricted stock and OP units — — — ( 231,912 ) — ( 480 ) ( 232,392 ) Stock-based compensation expense — — 17,916 — — 5,994 23,910 Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes 969,779 10 ( 10,294 ) — — — ( 10,284 ) Common stock issuance related to employee stock purchase plan 63,260 1 1,919 — — — 1,920 Net proceeds from issuance of common stock 15,546,950 155 474,326 — — — 474,481 Balance - December 31, 2021 268,282,592 $ 2,683 $ 5,171,690 $ ( 1,157,888 ) $ 4,522 $ 8,069 $ 4,029,076 See accompanying notes to consolidated financial statements. F-6 Americold Realty Trust, Inc. and Subsidiaries Consolidated Statements of Equity (Continued) (In thousands, except shares) Accumulated Deficit and Distributions in Excess of Net Earnings Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests in Operating Partnership Common Stock Number of Shares Par Value Paid-in Capital Total Balance - December 31, 2021 268,282,592 $ 2,683 $ 5,171,690 $ ( 1,157,888 ) $ 4,522 $ 8,069 $ 4,029,076 Net loss — — — ( 19,440 ) — ( 34 ) ( 19,474 ) Other comprehensive loss — — — — ( 15,542 ) ( 51 ) ( 15,593 ) Distributions on common stock, restricted stock and OP units — — — ( 237,770 ) — ( 724 ) ( 238,494 ) Stock-based compensation expense — — 19,734 — — 7,403 27,137 Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes 1,387,078 14 ( 3,333 ) — — — ( 3,319 ) Common stock issuance related to employee stock purchase plan 145,286 1 3,878 — — — 3,879 Deconsolidation of subsidiary contributed to LATAM joint venture — — — — 4,970 ( 204 ) 4,766 Other — — — ( 100 ) — — ( 100 ) Balance - December 31, 2022 269,814,956 2,698 5,191,969 ( 1,415,198 ) ( 6,050 ) 14,459 3,787,878 See accompanying notes to consolidated financial statements. F-7 Americold Realty Trust, Inc. and Subsidiaries Consolidated Statements of Equity (Continued) (In thousands, except shares) Accumulated Deficit and Distributions in Excess of Net Earnings Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests in Operating Partnership Common Stock Number of Shares Par Value Paid-in Capital Total Balance - December 31, 2022 269,814,956 $ 2,698 $ 5,191,969 $ ( 1,415,198 ) $ ( 6,050 ) $ 14,459 $ 3,787,878 Net loss — — — ( 336,215 ) — ( 54 ) ( 336,269 ) Other comprehensive (loss) income — — — — ( 10,590 ) 108 ( 10,482 ) Distributions on common stock, restricted stock and OP units — — — ( 244,562 ) — ( 804 ) ( 245,366 ) Stock-based compensation expense — — 16,403 — 7,189 23,592 Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes 429,156 4 ( 427 ) — — — ( 423 ) Common stock issuance related to employee stock purchase plan 126,195 2 3,045 — — — 3,047 Conversion of OP units to common stock 83,908 1 2,439 — — ( 2,440 ) — Net proceeds from issuance of common stock 13,244,905 132 412,478 — — — 412,610 Balance - December 31, 2023 283,699,120 $ 2,837 $ 5,625,907 $ ( 1,995,975 ) $ ( 16,640 ) $ 18,458 $ 3,634,587 See accompanying notes to consolidated financial statements. F-8 Americold Realty Trust, Inc. and Subsidiaries Consolidated Statements of Cash Flows (In thousands) Years Ended December 31, 2023 2022 2021 Operating activities: Net loss $ ( 336,269 ) $ ( 19,474 ) $ ( 30,309 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 353,743 331,446 319,840 Amortization of deferred financing costs and pension withdrawal liability 5,095 4,833 4,425 Loss on debt extinguishment, modification and termination of derivative instruments, non-cash 2,482 3,217 5,565 Loss from investments in partially owned entities 5,553 9,300 2,004 Gain on extinguishment of new market tax credit structure — ( 3,410 ) — Loss on deconsolidation of subsidiary contributed — 4,148 — Stock-based compensation expense 23,592 27,137 23,931 Deferred tax benefit ( 10,781 ) ( 22,561 ) ( 9,147 ) (Gain) loss from sale of real estate ( 2,254 ) 5,689 — Loss on other asset disposals 2,869 3,556 279 Impairment of indefinite and long-lived assets 236,515 7,380 3,312 Provision for doubtful accounts receivable, net 6,422 7,394 6,466 Impairment of related party loan receivable 21,972 — — Loss on put option 56,576 — — Loss on classification of Comfrio as held for sale 4,616 — — Non-cash operating lease expense 42,841 52,330 59,405 Changes in operating assets and liabilities: Accounts receivable ( 2,748 ) ( 68,629 ) ( 60,476 ) Accounts payable and accrued expenses 23,545 13,291 ( 7,504 ) Other assets ( 49,635 ) ( 25,057 ) ( 12,325 ) Operating lease liabilities ( 37,605 ) ( 34,162 ) ( 36,107 ) Other 19,626 3,568 3,701 Net cash provided by operating activities 366,155 299,996 273,060 Investing activities: Additions to property, buildings and equipment ( 264,467 ) ( 308,365 ) ( 438,190 ) Business combinations, net of cash acquired ( 46,653 ) ( 15,829 ) ( 741,353 ) Acquisitions of property, buildings, equipment, and other assets, net of cash acquired ( 65,771 ) ( 14,581 ) ( 53,641 ) Investment in partially owned entities and other ( 20,533 ) ( 14,427 ) ( 7,570 ) Net payments for sale of business (discontinued operations) ( 4,616 ) — — Proceeds from sale of property, buildings and equipment 8,071 4,713 959 Proceeds from sale of investments in partially owned entities 36,896 — 596 Net cash (used in) investing activities ( 357,073 ) ( 348,489 ) ( 1,239,199 ) Financing activities: Distributions paid on common stock, restricted stock units and noncontrolling interests in OP ( 242,221 ) ( 238,709 ) ( 227,522 ) Purchase of noncontrolling interest holders share in consolidated joint venture — — ( 11,600 ) Proceeds from stock options exercised 2,952 3,974 6,105 Proceeds from employee stock purchase plan 3,047 3,879 1,920 Remittance of withholding taxes related to employee stock-based transactions ( 3,375 ) ( 8,308 ) ( 16,886 ) Proceeds from revolving line of credit 716,326 529,354 810,985 Repayment on revolving line of credit ( 832,519 ) ( 413,860 ) ( 405,000 ) Repayment of sale-leaseback financing obligations ( 17,891 ) ( 7,835 ) ( 6,782 ) Repayment of financing lease obligations ( 39,214 ) ( 33,860 ) ( 32,441 ) Payment of debt issuance and extinguishment costs — ( 11,651 ) ( 3,760 ) Repayment of term loans, mortgage notes, and notes payable — ( 269,659 ) ( 208,011 ) Proceeds from term loans — 470,000 50,000 Net proceeds from issuance of common stock 412,610 — 474,481 Net cash (used in) provided by financing activities ( 285 ) 23,325 431,489 Net increase (decrease) in cash, cash equivalents, and restricted cash 8,797 ( 25,168 ) ( 534,650 ) Effect of foreign currency translation on cash, cash equivalents and restricted cash ( 1,468 ) ( 4,727 ) ( 3,443 ) Cash, cash equivalents and restricted cash: Beginning of period 53,063 82,958 621,051 End of period $ 60,392 $ 53,063 $ 82,958 F-9 Americold Realty Trust, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Continued) (In thousands) Years Ended December 31, 2023 2022 2021 Supplemental disclosures of non-cash investing and financing activities: Deferred cash consideration for acquisitions $ — $ — $ 11,820 Addition of property, buildings and equipment on accrual $ 34,034 $ 49,378 $ 52,818 Addition of fixed assets under financing lease obligations $ 59,276 $ 18,694 $ 24,567 Addition of fixed assets under operating lease obligations $ 6,244 $ 7,889 $ 50,886 Supplemental disclosures of cash flows information: Interest paid – net of amounts capitalized $ 134,513 $ 118,161 $ 87,720 Income taxes paid – net of refunds $ 5,828 $ 7,885 $ 10,786 As of December 31, Allocation of purchase price of property, buildings and equipment to: 2023 2022 2021 Land $ 15,551 $ 3,628 $ 3,933 Building and improvements 35,551 8,289 33,824 Machinery and equipment 14,430 2,664 15,884 Other assets and liabilities, net 239 — — Cash paid for acquisition of property, buildings and equipment $ 65,771 $ 14,581 $ 53,641 As of December 31, 2023 2022 2021 Allocation of purchase price to business combinations: Land $ — $ 514 $ 68,874 Buildings and improvements — 8,218 188,792 Machinery and equipment — 3,676 72,492 Assets under construction — — 373 Operating lease right-of-use assets — — 22,842 Financing Leases — — 417 Cash and cash equivalents — — 6,878 Accounts receivable — — 6,436 Goodwill — 3,107 81,949 Customer relationships — — 301,460 Other assets — 25 3,998 Accounts payable and accrued expenses (1) 46,653 289 ( 12,620 ) Financing lease obligations — — ( 371 ) Operating lease obligations — — ( 14,450 ) Unearned revenue — — ( 2,807 ) Deferred tax liability — — ( 14,961 ) Assets of discontinued operations - held for sale 86,085 — — Liabilities of discontinued operations - held for sale ( 86,085 ) — — Total consideration, including common stock issued and deferred consideration $ 46,653 $ 15,829 $ 709,302 (1) Accounts payable and accrued expenses activity as of December 31, 2023 represents the relief of the remaining put option liability for Comfrio. F-10 Americold Realty Trust, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Continued) (In thousands) As of December 31, 2023 2022 2021 Deconsolidation of Chile upon contribution to LATAM JV Land $ — $ ( 19,574 ) $ — Buildings and improvements — ( 10,118 ) — Machinery and equipment — ( 8,395 ) — Assets under construction — ( 20 ) — Accumulated depreciation — 1,959 — Cash, cash equivalents and restricted cash — ( 2,483 ) — Accounts receivable — ( 1,422 ) — Goodwill — ( 6,653 ) — Other assets — ( 309 ) — Accounts payable and accrued expenses — 1,105 — Mortgage notes, senior unsecured notes and term loans – net of unamortized deferred financing costs — 9,633 — Accumulated other comprehensive loss — ( 4,766 ) — Net carrying value of Chile assets and liabilities deconsolidated $ — $ ( 41,043 ) $ — Recognition of investment in unconsolidated LATAM joint venture $ — $ 36,896 $ — F-11 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements 1. Description of the Business The Company Americold Realty Trust, Inc. together with its subsidiaries (“ART”, the Company, or we) is a Maryland corporation that operates as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. The Company is the world’s largest publicly traded REIT focused on the ownership, operation and development of temperature-controlled warehouses. The Company is organized as a self-administered and self-managed REIT with proven operating, acquisition and development experience. As of December 31, 2023, we operated a global network of 245 temperature-controlled warehouses encompassing approximately 1.5 billion cubic feet, with 197 warehouses in North America, 27 in Europe, 19 warehouses in Asia-Pacific, and 2 warehouses in South America. In addition, we hold two minority interests in joint ventures, one with SuperFrio, which owns or operates 35 temperature-controlled warehouses in Brazil, and one with the RSA JV, which owns 2 temperature-controlled warehouses in Dubai. During 2010, the Company formed a Delaware limited partnership, Americold Realty Operating Partnership, L.P. (“the Operating Partnership”), and transferred substantially all of its interests in entities and associated assets and liabilities to the Operating Partnership. This structure is commonly referred to as an umbrella partnership REIT or an UPREIT structure. The REIT is the sole general partner of the Operating Partnership, owning 99 % of the common general partnership interests as of December 31, 2023. Americold Realty Operations, Inc., a Delaware corporation and wholly-owned subsidiary of the REIT, is a limited partner of the Operating Partnership, owning less than 1 % of the common general partnership interests as of December 31, 2023. Additionally, the aggregate partnership interests of all other limited partners was less than 0.1 % as of December 31, 2023. As the sole general partner of the Operating Partnership, the REIT has full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Operating Partnership. The limited partners of the Operating Partnership do not have rights to replace Americold Realty Trust, Inc. as the general partner nor do they have participating rights, although they do have certain protective rights. The terms “Americold,” the “Company,” “we,” “our” and “us” refer to Americold Realty Trust, Inc. and all of its consolidated subsidiaries, including the Operating Partnership. No limited partner shall be liable for any debts, liabilities, contracts or obligations of the Operating Partnership. A limited partner shall be liable to the Operating Partnership only to make payments of capital contribution, if any, as and when due. After a capital contribution is fully paid, no limited partner shall, except as otherwise may be legally required under Delaware law, be required to make any further contribution or other payments or lend any funds to the Operating Partnership. The Company grants Operating Partnership Profit Units (OP Units) to certain members of the Board of Directors and certain members of management of the Company, which are described further in Note 14 - S tock Based Compensation . These units represent noncontrolling interests in the Operating Partnership that are not owned by Americold Realty Trust, Inc. On March 22, 2021, the Company filed Articles of Amendment to the Company’s Amended and Restated Declaration of Trust with the State Department of Assessments and Taxation of Maryland to increase the number of authorized common shares of beneficial interest, $ 0.01 par value per share, from 325,000,000 to 500,000,000 . The Articles of Amendment were effective upon filing. The Company also has 25,000,000 authorized preferred shares, $ 0.01 par value per share; however, no ne were issued or outstanding as of December 31, 2023 or December 31, 2022. F-12 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) On May 25, 2022, the Company completed its conversion from a Maryland real estate investment trust to a Maryland corporation, pursuant to the Articles of Conversion, as approved by the stockholders at its annual stockholder meeting on May 17, 2022. Each issued and outstanding share of beneficial interest in Americold Realty Trust was converted into one share of common stock in Americold Realty Trust, Inc. As a result of this conversion, several references in this Form 10-K have been updated accordingly. Despite this conversion, the Company continues to operate as a REIT for U.S. federal income tax purposes. The Operating Partnership includes numerous disregarded entities (“DRE”). Additionally, the Operating Partnership conducts various business activities in North America, Europe, Asia-Pacific, and South America through several wholly-owned taxable REIT subsidiaries (“TRSs”). Recent Capital Markets Activity Universal Shelf Registration Statement In connection with filing our ATM Equity Offering Sales Agreement on March 17, 2023, the Company and the Operating Partnership filed with the SEC an automatic shelf registration statement on Form S-3 (Registration Nos. 333-230664 and 333-230664-01) (the “Registration Statement”), registering an indeterminate amount of (i) the Company’s common stock, $ 0.01 par value per share, (ii) the Company’s preferred stock, $ 0.01 par value per share, (iii) depositary shares representing entitlement to all rights and preferences of fractions of the Company’s preferred shares of a specified series and represented by depositary receipts, (iv) warrants to purchase the Company’s common stock or preferred stock or depositary shares and (v) debt securities of the Operating Partnership, which will be fully and unconditionally guaranteed by the Company. At the Market (“ATM”) Equity Program On March 17, 2023, we entered into an equity distribution agreement pursuant to which we may sell, from time to time, up to an aggregate sales price of $ 900.0 million of our common shares through an ATM Equity Program (the “2023 ATM Equity Program”). Sales of our common stock made pursuant to the 2023 ATM Equity Program may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE, or sales made to or through a market maker other than on an exchange, or as otherwise agreed between the applicable Agent and us. Sales may also be made on a forward basis pursuant to separate forward sale agreements. During the year ended December 31, 2023, we sold 13,244,905 common shares sold under the 2023 ATM Equity Program for net proceeds of $ 412.6 million . The net proceeds from sales of our common stock pursuant to the March 2023 ATM Equity Program were used to repay a portion on the revolver borrowings . On November 9, 2023, we entered into an equity distribution agreement that was substantially identical to and replaced the March 2023 equity distribution agreement, and pursuant to which we may sell, from time to time, up to an additional $ 900.0 million of our common shares through our ATM Equity Program. Termination of Certain Employee Benefit Plans On February 28, 2023, the Company’s Board of Directors approved a plan to effect the termination of the Americold Retirement Income Plan (the “ARIP”). Additionally, on February 28, 2023, the Company amended the ARIP plan agreements in order to provide for a limited lump-sum window for eligible participants. The Company filed the Application for Determination Upon Termination with the Internal Revenue Service in July 2023. The Company has chosen to proceed with the distributions without waiting for the final letter of favorable determination. The Company filed the appropriate documents related to the termination of the ARIP with the F-13 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) Pension Benefit Guaranty Corporation and any other appropriate parties during the three months ended September 30, 2023. On November 17, 2023, the Company and Principal Life Insurance Company (the “Insurer” or “Principal” ) executed a Standard Single Premium Guaranteed Annuity Contract Purchase Agreement (the “Purchase Agreement”) by which the Insurer provides a nonparticipating single premium group annuity contract to the Company for a cash premium, to relieving the Plan Sponsor from any future payments to annuitants or beneficiaries under the ARIP. The transaction was completed and settled on November 27, 2023. The Company’s purchase of the annuity contract from Principal constituted a settlement of the ARIP. The relief of the related net liability and recognition of deferred loss in "Accumulated other comprehensive loss” (AOCI) on the Consolidated Balance Sheet, coupled with the cash annuity payment of $ 1.3 million, resulted in the recognition of a settlement loss of $ 2.5 million recognized in “Acquisition, cyber incident and other, net” on the Consolidated Statements of Operations. Cybersecurity Incident On April 26, 2023, the Company became aware of a cybersecurity incident impacting a certain number of our systems and partially impacting operations for a limited period of time (the “Cyber incident”). The Company engaged an external cyber security expert to initiate responses to contain, remediate, and commence a forensic investigation. Actions taken included preventative measures such as shutting down certain operating systems and supplementing existing security monitoring with additional scanning and other protective measures. The Company also notified law enforcement and its customers, informing them of both the incident and management’s efforts to minimize its impact on the Company’s daily operations. Technology information systems were reintroduced in a controlled phased approach and all locations successfully resumed normal operations prior to June 30, 2023. The Company is continuing to invest in information technology with the intent of strengthening its information security infrastructure. We engaged a leading cybersecurity defense firm that completed a forensic investigation of the incident and provided recommended actions in response to the findings. As of December 31, 2023, the Company has completed the material remediation activities associated with the Cyber incident and continues to enhance its policies and procedures meant to assess, identify, and effectively manage cybersecurity risks, threats, and incidents. For example, the Company reset all credentials across the enterprise and strengthened security tooling across its servers and workstations. The Company has also reinforced its strategy to further strengthen the resiliency of its information security infrastructure, which is intended to accelerate the detection, response, and recovery from security and technical incidents. The Company is also engaged with cyber security experts to manage the remediation. Incremental charges recorded in conjunction with remediation and response efforts associated with the Cyber incident were $ 28.9 million during the year ended December 31, 2023, and have been recorded within “Acquisition, cyber incident, and other, net” in the Consolidated Statements of Operations. This amount was primarily comprised of incremental internal labor costs, professional fees, customer claims, and related insurance deductibles. Project Orion In February 2023, we announced our transformation program, “Project Orion,” designed to drive future growth and achieve our long-term strategic objectives, through investment in our technology systems and business processes across our global platform. The project includes the implementation of a new, best-in-class, cloud-based enterprise resource planning (“ERP”) software system. Since going public in 2018, we have acquired over 100 facilities, or approximately 40 % of our total warehouse facility network. Project Orion will enable us to better integrate many of these recent acquisitions and position us well for the integration of future acquisitions. The F-14 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) primary goals of this project are to streamline standard processes, reduce manual work and incrementally improve our business analytics capabilities. Highlights of the project include implementing centralized customer billing operations, a global payroll and human capital management platform, next-generation plant maintenance capabilities, global procurement functionality and shared-service operations in certain international regions, among others. We expect the benefits of these initiatives to include revenue and margin improvements through pricing data and analytics and heightened customer contract governance, finance and human resources cost reductions, information technology applications and infrastructure rationalization, reduced employee turnover, working capital efficiency and reduced IT maintenance capital expenditures. The activities associated with Project Orion are expected to be substantially complete within three years. Since inception, the Company has incurred $ 61.8 million of implementation costs related to Project Orion of which $ 43.9 million has been deferred within “Other Assets” on the Consolidated Balance sheet and $ 13.9 million and $ 3.9 million were recognized within Acquisition, cyber incident, and other, net for the years ended December 31, 2023 and 2022 respectively. 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Investments in which the Company does not have control, and is not the primary beneficiary of a Variable Interest Entity (“VIE”), but where the Company exercises significant influence over the operating and financial policies of the investee, are accounted for using the equity method of accounting. Intercompany balances and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of (1) assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications As further described in Note 3-Business Combinations and Asset Acquisitions to the Consolidated Financial Statements, the Comfrio business met the held for sale criteria upon acquisition and as such is presented as discontinued operations. Newly acquired businesses that meet the held for sale criteria, at the acquisition date, are classified as discontinued operations. The Company has reclassified financial results associated with the Comfrio business as discontinued operations for all periods presented. The Company successfully sold the Comfrio business in August of 2023 and the related gain on sale has been classified within discontinued operations on the Consolidated Statement of Operations. In conjunction with the sale, the Company also removed the related assets and liabilities of the business previously classified as assets and liabilities held for sale. The Company reclassified Interest income, Gain on sale of partially owned entities, and Foreign currency exchange loss, net into other, net for all periods presented on the Consolidated Statement of Operations herein. Lastly, the Consolidated Statement of Cash Flows includes includes various reclassifications, all within cash provided by operating activities, to conform current and prior period presentation. F-15 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) Significant Risks and Uncertainties The Company was negatively impacted by the COVID-19 pandemic during the years ended December 31, 2022, and 2021 by way of (i) the food supply chain; (ii) our customers’ production of goods; (iii) the labor market impacting associate turnover, availability and cost; and (iv) the impact of inflation on the cost to provide our services. Over the last twelve months, the food supply chain has shown gradual improvements, although inflation continues to persist. The Company has mitigated the impacts of such challenges by implementing contractual rate escalations which, in part, offsets the impact of inflationary pressures and costs. Our business was also impacted by inflation and interest rate increases during the second half of 2022 and throughout 2023. We believe we are positioned to address continued inflationary pressure as it arises through our ability to increase pricing with our customers. Refer to I tem 1A - Risk Factors for a detailed discussion of other risk and uncertainties. Property, Buildings and Equipment Property, buildings and equipment is stated at cost, less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the respective assets or, if less, the term of the underlying lease. Depreciation begins in the month an asset is placed into service. Useful lives range from 40 to 43 years for buildings, 5 to 20 years for building and land improvements, and 3 to 15 years for machinery and equipment. For the years ended December 31, 2023, 2022 and 2021, the Company recorded depreciation expense of $ 316.8 million, $ 295.7 million and $ 284.6 million, respectively. The Company periodically reviews the appropriateness of the estimated useful lives of its long-lived assets. Costs of normal maintenance and repairs and minor replacements are charged to expense as incurred. When non-real estate assets are sold or otherwise disposed of, the cost and related accumulated depreciation are removed, and any resulting gain or loss is included in “Other, net” on the accompanying Consolidated Statements of Operations. Gains or losses from the sale of real estate assets are reported within “(Gain) loss on sale of real estate” in the accompanying Consolidated Statement of Operations as a component of operating expenses. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment when events or changes in circumstances (such as decreases in operating income and declines in occupancy) indicate that the carrying amounts may not be recoverable. A comparison is made of the expected future operating cash flows of the long-lived assets on an undiscounted basis to their carrying amounts. If the carrying amounts of the long-lived assets exceed the sum of the expected future undiscounted cash flows, an impairment charge is recognized in an amount equal to the excess of the carrying amount over the estimated fair value of the long-lived assets, which the Company calculates based on projections of future cash flows and appraisals with significant unobservable inputs classified as Level 3 of the fair value hierarchy. The Company determined that individual warehouse properties constitute the lowest level of independent cash flows for purposes of considering possible impairment. For the years ended December 31, 2023, 2022 and 2021, the Company recorded long-lived asset impairment charges of $ 236.5 million, $ 7.4 million and $ 3.3 million, respectively, within “Impairment of indefinite and long-lived assets” on the accompanying Consolidated Statements of Operations. F-16 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) Capitalization of Costs Project costs that are clearly associated with the development of properties are capitalized as incurred. Project costs include all costs directly associated with the development of a property, including construction costs, interest, and costs of personnel working on the project. Costs that do not clearly relate to the projects under development are not capitalized and are charged to expense as incurred. Capitalization of costs begins when the activities necessary to get the development project ready for its intended use commence, which include costs incurred before the beginning of construction. Capitalization of costs ceases when the development project is substantially complete and ready for its intended use. We generally consider a development project to be substantially complete and ready for its intended use upon receipt of a certificate of occupancy. However, our automated equipment installed in our facilities could require capitalization of costs until the related equipment is considered fully operational. If and when development of a property is suspended pursuant to a formal change in the planned use of the property, we will evaluate whether the accumulated costs exceed the estimated value of the project and write off the amount of any such excess accumulated costs. For a development project that is suspended for reasons other than a formal change in the planned use of such property, the accumulated project costs are written off. Capitalized costs are allocated to the specific components of a project that are benefited. Lease Accounting Arrangements wherein we are the lessee: At the inception of a contract, we determine if the contract is or contains a lease. Leases are classified as either financing or operating based upon criteria within ASC 842, Leases , and a right-of-use (“ROU”) asset and liability are established for leases with an initial term greater than 12 months. Leases with an initial term of 12 months or less, and not expected to renew beyond 12 months, are not recorded on the balance sheet. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date based on the present value of the lease payments over the lease term, as adjusted for prepayments, incentives and initial direct costs. ROU assets are subsequently measured at the value of the remeasured lease liability, adjusted for the remaining balance of the following, as applicable: lease incentives, cumulative prepaid or accrued rent and unamortized initial direct costs. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement. We generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. The depreciable lives of assets are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Depreciation expense on assets acquired under financing leases is included in “Depreciation and amortization” on the accompanying Consolidated Statements of Operations. Amortization of leased assets classified as “Operating lease right-of-use assets ” on the accompanying Consolidated Balance Sheets is included within cost of operations for the respective segment the asset pertains to, or within “Selling, general, and administrative” for corporate assets on the accompanying Consolidated Statements of Operations. As with other long-lived assets, ROU assets are reviewed for impairment when events or change in circumstances indicate the carrying value may not be recoverable. F-17 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) In reference to certain temperature-controlled warehouses where the Company is the lessee in an acquired business, below-market and above-market leases are amortized on a straight-line basis over the remaining lease terms in a manner that adjusts lease expense to the market rate in effect as of the acquisition date. Operating leases are included in “Operating lease right-of-use assets”, “Accounts payable and accrued expenses” and “Operating lease obligations” on our Consolidated Balance Sheets. Financing lease assets are included in “Financing leases – net”, “Accounts payable and accrued expenses” and “Financing lease obligations ” on our Consolidated Balance Sheets. Arrangements wherein we are the lessor: Each new lease contract is evaluated for classification as a sales-type lease, direct financing or operating lease. A lease is a sales-type lease if any one of five criteria are met, as outlined in ASC 842 each of which indicate the lease, in effect, transfers control of the underlying asset to the lessee. If none of those five criteria are met, but two additional criteria are both met, indicating we have transferred substantially all the risks and benefits of the underlying asset to the lessee and a third party, the lease is a direct financing lease. All leases that are not sales-type or direct financing leases are operating leases. We do not currently have any sales-type or direct financing leases. For operating leases wherein we are the lessor, we assess the probability of payments at commencement of the lease contract and subsequently recognize lease income, including variable payments based on an index or rate, over the lease term on a straight-line basis, as a component of “Rent, storage, and warehouse services”. We continue to measure and disclose the underlying assets subject to operating leases based on our policies for application of ASC 360, Property, Plant and Equipment . For all asset classes we have elected to not separate the lease and non-lease components which generally relate to taxes and common area maintenance. Additionally, we elected a practical expedient to present all funds collected from lessees for sales and other similar taxes net of the related sales tax expense. Our lease contracts are structured in a manner to reduce risks associated with the residual value of leased assets. Business Combinations and Asset Acquisitions For business combinations, the excess of purchase price over the net fair value of assets acquired and liabilities assumed is recorded as goodwill. In an asset acquisition where we have determined that the cost incurred differs from the fair value of the net assets acquired, we assess whether we have appropriately determined the fair value of the assets and liabilities acquired and we also confirm that all identifiable assets have been appropriately identified and recognized. After completing this assessment, we allocate the difference on a relative fair value basis to all assets acquired except for financial assets (as defined in ASC 860, Transfers and Servicing ), deferred taxes, and assets defined as “current” (as defined in ASC 210, Balance Sheet ). Whether the acquired business is being accounted for as a business combination or an asset acquisition, the determination of fair values of identifiable assets and liabilities requires estimates and the use of valuation techniques. Significant judgment is involved specifically in determining the estimated fair value of the acquired land and buildings and intangible assets. For intangible assets, we typically use the excess earnings method. Significant estimates that are more subjective and complex include the discount rate and operating margin. Significant estimates, although not necessarily highly subjective or complex, used in valuing intangible assets acquired in a business combination include, but are not limited to, revenue growth rates, customer attrition rates, operating costs, capital expenditures, tax rates and long-term growth rates. For buildings, we used a combination F-18 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) of methods including the cost approach to value buildings and the sales comparison approach to value the underlying land. Significant estimates used in valuing buildings and improvements acquired in a business combination include, but are not limited to estimates of indirect costs and entrepreneurial profit, which were added to the replacement cost of the acquired assets in order to estimate their fair value in the market. Significant estimates use in valuing the land include but are not limited to estimating the price per acre of comparable market transactions. Identifiable Intangible Assets Identifiable intangible assets consist of a trade name, customer relationships, in-place lease and assembled workforce. The Company’s trade name asset is indefinite-lived, thus, it is not amortized. The Company evaluates the carrying value of its trade name each year as of October 1, and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the trade name below its carrying amount. There were no impairments to the Company’s trade name for the years ended December 31, 2023, 2022 and 2021. Customer relationship assets are the Company’s largest finite-lived assets and are amortized over 18 to 40 years using the straight-line method, which reflects the pattern in which economic benefits of intangible assets are expected to be realized by the Company. Customer relationship amortization expense for the years ended December 31, 2023, 2022 and 2021 was $ 36.9 million, $ 35.7 million and $ 34.2 million, respectively. The Company reviews these intangible assets for impairment when circumstances indicate the carrying amount may not be recoverable. There were no impairments to customer relationship assets for the years ended December 31, 2023, 2022 and 2021. Additional details regarding the remaining intangibles balances, which are not significant to the Company's overall policy, can be found in N ote 5 - Goodwill and Intangible Assets . Goodwill Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in connection with business combinations. All acquisition-related goodwill balances are allocated amongst the Company’s reporting units based on the nature of the acquired operations that originally created the goodwill. The Company evaluates the carrying value of goodwill each year as of October 1 and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company may use both qualitative and quantitative approaches when testing goodwill for impairment. For selected reporting units where we use the qualitative approach, we perform a qualitative evaluation of events and circumstances impacting the reporting unit to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Based on that qualitative evaluation, if we determine it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, no further evaluation is necessary. Otherwise, we perform a quantitative impairment test. When quantitatively evaluating whether goodwill of a reporting unit is impaired, the Company compares the fair value of its reporting units to its carrying amounts, including goodwill. The assumptions used in the quantitative impairment test are estimates and use Level 3 inputs. The Company estimates the fair value of its reporting units F-19 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) using a methodology, or combination of methodologies, including a discounted cash flow analysis and/or a market-based valuation. The estimates of future cash flows are subject, but not limited to the following inputs and assumptions: revenue growth rates, operating costs and margins, capital expenditures, tax rates, long-term growth rate, macro economic conditions, and discount rates, which are affected by expectations about future market and economic conditions. The assumptions and inputs are based on risk-adjusted growth rates and discount factors accommodating multiple viewpoints that consider the full range of variability contemplated in the current and potential future economic situations. The market-based multiples approach assesses the financial performance and market values of other market-participant companies. If the estimated fair value of each of the reporting units exceeds the corresponding carrying value, no impairment of goodwill exists. If the reporting unit carrying value exceeds the reporting unit fair value an impairment charge is recorded for the difference between fair value and carrying value, limited to the amount of goodwill in the reporting unit. As of October 1, 2023, our reporting units which had a goodwill balance included the following: North America warehouse, North America transportation, Europe warehouse and Asia-Pacific warehouse. Goodwill As of October 1, 2023, as a result of its annual evaluation, the Company determined its goodwill within the Europe warehouse reporting unit, a component of the warehouse operating segment, was fully impaired. Accordingly, the Company recognized a goodwill impairment loss of $ 236.5 million within “Impairment of indefinite and long-lived assets” in the Consolidated Statements of Operations during the year ended December 31, 2023. Factors that led to this conclusion include i) the impact of historic and sustained increases in inflation and interest rates on the reporting unit’s weighted average costs of capital which was beyond the Company’s control, ii) inability to achieve local operating results at historical underwritten values, and iii) increased tax rates applicable in the related European jurisdictions. The Company engaged the assistance of a third-party valuation firm to perform the goodwill quantitative impairment test, which entailed an assessment of the Europe Warehouse reporting unit’s fair value relative to the carrying value that was derived using the income approach. The assumptions used in the quantitative impairment test are estimates and use Level 3 inputs. The estimation of the net present value of future cash flows is based upon varying economic assumptions, including assumptions such as revenue growth rates, operating costs and margins, capital expenditures, tax rates, long-term growth rates and discount rates. Of these assumptions, the discount rates are the most subjective and/or complex. These assumptions are based on risk-adjusted discount factors accommodating viewpoints that consider the full range of variability contemplated in the current and potential future economic situations. There is no remaining goodwill related to the Europe warehouse reporting unit following this impairment. The results of our 2023 impairment test for our reporting units other than Europe warehouse indicated that the estimated fair value of each of our reporting units was in excess of the corresponding carrying amount as of October 1, and no impairment of goodwill existed. In 2022, the Company strategically shifted its focus to the core warehouse portfolio, terminating and winding down business with one of the largest customers in the North America third-party managed reporting unit resulting in a goodwill impairment charge of $ 3.2 million. There is no remaining goodwill related to the North America third-party managed reporting unit following this impairment, as the remaining business is immaterial. Historically, our reporting units have generated sufficient returns to recover the value of goodwill. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash on hand, demand deposits, and short-term liquid investments purchased with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. Restricted cash relates to cash on deposit and cash restricted for the payment of certain cash on deposit for certain workers’ compensation programs and cash collateralization of certain rental and performance bonds. F-20 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) Accounts Receivable Accounts receivable are recorded at the invoiced amount. The Company periodically evaluates the collectability of amounts due from customers and maintains an allowance for doubtful accounts for estimated amounts uncollectible from customers. Management exercises judgment in establishing these allowances and considers the balance outstanding, payment history, and current credit status in developing these estimates. Specific accounts are written off against the allowance when management determines the account is uncollectible. The following table provides a summary of activity of the allowance for doubtful accounts (in thousands): Balance at beginning of year Change in reserve due to the provision Change in reserve due to the interest adjustment Amounts written off, net of recoveries Balance at end of year Year ended December 31, 2023 $ 15,951 6,422 6,296 ( 7,022 ) $ 21,647 Year ended December 31, 2022 $ 18,755 7,394 4,514 ( 14,712 ) $ 15,951 The Company records interest on delinquent billings in “Other, net” on the accompanying Consolidated Statements of Operations when collected. Deferred Financing Costs Direct financing costs are deferred and amortized over the terms of the related agreements as a component of “Interest expense” in the accompanying Consolidated Statements of Operations. The Company amortizes such costs based on the effective interest rate or on a straight-line basis, if the difference between the two methods is considered otherwise immaterial. Deferred financing costs related to revolving line of credit are classified as Other assets, whereas deferred financing costs related to debt are offset against the related principal balance, as applicable in the accompanying Consolidated Balance Sheets. Variable Interest Entities (VIEs) We are party to VIEs that are immaterial to our consolidated financial statements. During 2022, we recognized a gain of $ 3.4 million within “ Other, net ” on the Consolidated Statement of Operations upon extinguishment of New Market Tax Credit (“NMTC”) agreements which were dissolved immediately following the conclusion of the seven-year compliance period during which the tax credits were recognized. Revenue Recognition Revenues for the Company include rent, storage and warehouse services (collectively, Warehouse Revenue), transportation services (Transportation Revenue) and third-party managed services for locations or logistics services managed on behalf of customers (Third-Party Managed Revenue). The Company made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer (e.g., sales, use, value added, some excise taxes). Warehouse Revenue The Company’s customer arrangements generally include rent, storage and service elements that are priced separately. Revenues from storage and handling are recognized over the period consistent with the transfer of the service to the customer. Multiple contracts with a single counterparty are accounted for as separate arrangements. F-21 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) Transportation Revenue The Company records transportation revenue and expenses upon delivery of the product. Since the Company is the principal in the arrangement of transportation services for its customers, revenues and expenses are presented on a gross basis. Third-Party Managed Revenue The Company provides management services for which the contract compensation arrangement includes: reimbursement of operating costs, management fees, and contingent performance-based fees (Managed Services). Managed Services fixed fees are recognized as revenue as the management services are performed ratably over the service period. Managed Services performance-based fees are recognized ratably over the service period based on the likelihood of achieving performance targets. Cost reimbursements related to Managed Services arrangements are recognized as revenue as the services are performed and costs are incurred. Managed Services fees and related cost reimbursements are presented on a gross basis as the Company is the principal in the arrangement. Multiple contracts with a single counterparty are accounted for as separate arrangements. Contracts with Multiple Service Lines When considering contracts containing more than one service to a customer, a contract’s transaction price is pre-defined or allocated to each distinct performance obligation and recognized as revenue when, or as the performance obligation is satisfied, either over time as work progresses, or at a point in time. For contracts with multiple service lines or distinct performance obligations, the Company evaluates and allocates the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is the expected cost plus a margin approach, under which the Company forecasts expected costs of satisfying a performance obligation and then adds an appropriate margin for that distinct good or service. Income Taxes The Company operates in a manner intended to enable it to continue to qualify as a REIT under Sections 856-860 of the Code. Under those sections, a REIT that distributes at least 100% of its REIT taxable income, as defined in the Code, as a dividend to its stockholders each year and that meets certain other conditions will not be taxed on that portion of its taxable income that is distributed to its stockholders for U.S. federal income tax purposes. Through cash dividends, the Company, for tax purposes, has distributed an amount equal to or greater than its REIT taxable income for the years ended December 31, 2023, 2022 and 2021. For all periods presented, the Company has met all the requirements to qualify as a REIT. Thus, no provision for federal income taxes was made for the years ended December 31, 2023, 2022 and 2021, except as needed for the Company’s U.S. Taxable REIT Subsidiaries (TRSs), and for the Company’s foreign entities. To qualify as a REIT, an entity cannot have at the end of any taxable year any undistributed earnings and profits that are attributable to a non-REIT taxable year (undistributed E&P). The Company believes that it had no undistributed E&P as of December 31, 2023. However, to the extent there is a determination (within the meaning of Section 852(e)(1)) of the Code that the Company has undistributed earnings and profits (as determined for U.S. federal income tax purposes) accumulated (or acquired from another entity) from any taxable year in which the Company (or any other entity that converts to a Qualified REIT Subsidiary (QRS) that was acquired during the year) was not a REIT or a QRS, the Company will take all necessary steps to permit the Company to avoid the loss of its REIT status, including, but not limited to: 1) within F-22 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) the 90-day period beginning on the date of the determination, making one or more qualified designated distributions (within the meaning of the Section 852(e)(2)) of the Code in an amount not less than such undistributed earnings and profits over the interest payable under section 852(e)(3) of the Code; and 2) timely paying to the IRS the interest payable under Section 852(e)(3) of the Code resulting from such a determination. If the Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal income taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. Even as a REIT, it may be subject to certain state and local income and franchise taxes, and to U.S. federal income and excise taxes on undistributed taxable income and on certain built-in gains. The Company has elected TRS status for certain wholly-owned subsidiaries. This allows the Company to provide services at those consolidated subsidiaries that would otherwise be considered impermissible for REITs. Many of the foreign countries in which we have operations do not recognize REITs or do not grant REIT status under their respective tax laws to our entities that operate in their jurisdiction. Accordingly, the Company recognizes income tax expense for the U.S. federal and state income taxes incurred by the TRSs, taxes incurred in certain U.S. states and foreign jurisdictions, and interest and penalties associated with unrecognized tax benefit liabilities, as applicable. Common share dividends are characterized for U.S. federal income tax purposes as ordinary income, qualified dividends, capital gains, non-taxable income return of capital, or a combination of the four. Common share dividends that exceed current and accumulated earnings and profits (calculated for tax purposes) constitute a return of capital rather than a dividend and generally reduce the stockholder’s basis in the common share. At the beginning of each year, we notify our stockholders of the taxability of the common share dividends paid during the preceding year. The payment of common share dividends is dependent upon our financial condition, operating results, and REIT distribution requirements and may be adjusted at the discretion of the Company’s Board of Directors. The composition of the Company’s distributions per common share for each year presented is as follows: Common Shares 2023 2022 2021 Ordinary income 66 % 41 % 41 % Capital gains 0 % 0 % 0 % Return of capital 34 % 59 % 59 % 100 % 100 % 100 % Taxable REIT Subsidiary The Company has elected to treat certain of its wholly owned subsidiaries as TRSs. A TRS is subject to U.S. federal and state income taxes at regular corporate tax rates. Thus, income taxes for the Company’s TRSs are accounted for using the asset and liability method, under which deferred income taxes are recognized for (i) temporary differences between the financial reporting and tax bases of assets and liabilities and (ii) operating loss and tax credit carryforwards based on enacted tax rates expected to be in effect when such amounts are realized or settled. The Company records a valuation allowance for deferred tax assets when it estimates that it is more likely than not that future taxable income will be insufficient to fully use a deduction or credit in a specific jurisdiction. In assessing the need for the recognition of a valuation allowance for deferred tax assets, we consider whether it is more likely than not that some portion, or all, of the deferred tax assets will not be realized and adjust the valuation allowance accordingly. We evaluate all significant available positive and negative evidence as part of our analysis. Negative evidence includes the existence of losses in recent years. Positive evidence includes the F-23 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) forecast of future taxable income by jurisdiction, tax-planning strategies that would result in the realization of deferred tax assets, reversal of existing deferred tax liabilities, and the presence of taxable income in prior carryback years. The underlying assumptions we use in forecasting future taxable income require significant judgment and take into account our recent performance. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which temporary differences are deductible or creditable. The Company accrues liabilities when it believes that it is more likely than not that it will not realize the benefits of tax positions that it has taken in its tax returns or for the amount of any tax benefit that exceeds the cumulative probability threshold in accordance with ASC 740-10, Uncertain Tax Positions . The Company recognizes interest and penalties related to unrecognized tax benefits within “Income tax (expense) benefit” in the accompanying Consolidated Statements of Operations. The Organization for Economic Co-operation and Development (“OECD”) has proposed a global minimum tax of 15% of reported profits (Pillar 2) that has been agreed upon in principle by over 140 countries. During 2023, many countries incorporated Pillar 2 model rules into their laws. The model rules provide a framework for applying the minimum tax and some countries have adopted Pillar 2 effective January 1, 2024; however, countries must individually enact Pillar 2 which may result in variation in the application of the model rules and timelines. We are still evaluating the potential consequences of Pillar 2 on our longer-term financial position but we do not expect a material impact in 2024. Pension and Post-Retirement Benefits The Company has defined benefit pension plans that cover certain union and nonunion associates. The Company also participates in multi-employer union defined benefit pension plans under collective bargaining agreements for certain union associates. The Company also has a post-retirement benefit plan to provide life insurance coverage to eligible retired associates. The Company also offers defined contribution plans to all of its eligible associates. Contributions to multi-employer union defined benefit pension plans are expensed as incurred, as are the Company’s contributions to the defined contribution plans. For the defined benefit pension plans and the post-retirement benefit plan, an asset or a liability is recorded in the consolidated balance sheet equal to the funded status of the plan, which represents the difference between the fair value of the plan assets and the projected benefit obligation at the consolidated balance sheet date. The Company utilizes the services of a third-party actuary to assist in the assessment of the fair value of the plan assets and the projected benefit obligation at each measurement date. Certain changes in the value of plan assets and the projected benefit obligation are not recognized immediately in earnings but instead are deferred and recorded in “Adjustment to accrued pension liability” in the accompanying Consolidated Statements of Comprehensive (Loss) Income and amortized to earnings in future periods. Foreign Currency Gains and Losses The local currency is the functional currency for the Company’s operations in Australia, Canada, Chile, New Zealand, Argentina, Poland and Eurozone countries. For these operations, assets and liabilities are translated at the rates of exchange on the consolidated balance sheet date, while income and expense items are translated at average rates of exchange during the period. The resulting gains or losses arising from the translation of accounts from the functional currency into U.S. dollars are included as a separate component of equity in accumulated other comprehensive income (loss) until a partial or complete liquidation of the Company’s net investment in the foreign operation. F-24 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) From time to time, the Company’s foreign operations may enter into transactions that are denominated in a currency other than their functional currency. These transactions are initially recorded in the functional currency of the subsidiary based on the applicable exchange rate in effect on the date of the transaction. On a monthly basis, these transactions are remeasured to an equivalent amount of the functional currency based on the applicable exchange rate in effect on the remeasurement date. Any adjustment required to remeasure a transaction to the equivalent amount of functional currency is recorded within “Other, net” in the accompanying Consolidated Statements of Operations. Foreign currency transaction gains and losses on the remeasurement of short-term intercompany loans denominated in currencies other than a subsidiary’s functional currency are recognized as a component of “Foreign currency exchange loss” within “Other, net” in the accompanying Consolidated Statements of Operations, except to the extent that the transaction is effectively hedged. For loans that are effectively hedged, the transaction gains and losses on remeasurement are recorded to “Accumulated other comprehensive income (loss)”. Refer to Note 10 -Derivatives for further details. Foreign currency transaction gains and losses resulting from the remeasurement of long-term intercompany loans denominated in currencies other than a subsidiary’s functional currency are recorded in “Change in unrealized net loss on foreign currency” on the accompanying Consolidated Statements of Comprehensive (Loss) Income. Certain foreign denominated debt instruments have been designated as a hedge of our net investment in the international subsidiaries which were funded. The remeasurement of these instruments is recorded in “Change in unrealized net loss on foreign currency” on the accompanying Consolidated Statements of Comprehensive (Loss) Income. Refer to Note 10 -Derivatives for further details. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on our disclosures. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which enhances the disclosures required for operating segments in the Company's annual and interim consolidated financial statements. ASU 2023-07 is effective retrospectively for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on our disclosures. All other new accounting pronouncements that have been issued, but not yet effective are currently being evaluated and at this time are not expected to have a material impact on our financial position or results of operations. F-25 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) 3. Business Combinations and Asset Acquisitions Acquisitions Completed During 2023 Acquisition of Safeway On October 5, 2023, the Company completed the acquisition of Safeway, which is a temperature-controlled warehouse located in Southern New Jersey for total consideration of approximately $ 24.0 million. New Jersey is a strategic market for Americold where we own 15 facilities, and this acquisition complements the Company’s existing portfolio in this market. This transaction was accounted for as an asset acquisition. The Company allocated the consideration or cost of the asset acquisition based on the relative fair values of the assets acquired and liabilities assumed. The relative fair values were estimated using the principles of ASC 805 and ASC 820. We allocated the cost of the acquisition as follows: Land ($ 4.4 million), building and improvements ($ 13.0 million), machinery and equipment ($ 5.2 million), cash ($ 1.0 million), accounts receivable ($ 0.7 million) and other assets ($ 0.5 million). As this transaction was accounted for as an asset acquisition no goodwill was recorded. The finalized fair values of the assets acquired, liabilities assumed and the related acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management including information from prior valuations of similar entities and the books and records of Safeway. Acquisition of Ormeau Cold Store On July 7, 2023 the Company completed the acquisition of Ormeau, which operates a single facility located in Northern NSW, Australia for total consideration of A$ 35.1 million, or $ 23.5 million, based on the exchange rate between the AUD and USD on the closing date of the transaction. The acquisition accounting related to the consideration transferred primarily included assigning the fair values of the assets acquired including $ 3.6 million of land, $ 15.0 million of buildings and improvements, and $ 5.0 million of machinery and equipment, all of which are allocated to the Warehouse segment. This transaction was accounted for as an asset acquisition, therefore no goodwill was recognized. The finalized fair values of the assets acquired, liabilities assumed and the related acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management including information from prior valuations of similar entities and the books and records of Ormeau. Purchase of Comfrio Joint Venture In connection with the 2020 Agro acquisition, the Company acquired 22 % of equity ownership in Comfrio. The remaining interests were held by the general partner and two minority shareholders. The JV agreement included a fair value call/put option which would allow the remaining 78 % interest in Comfrio to be either purchased by or sold to the Company through either the exercise of the Company’s call option or the exercise of the general partner’s put option. Once the exercise of the put was deemed probable, the Company remeasured the fair value of the put option, which resulted in a loss of $ 56.6 million. The fair value of the put option was determined using inputs classified as Level 3 within the fair value hierarchy. In April 2023, the two parties received regulatory approval from the Brazilian government, and the acquisition closed on May 30, 2023 (the “Acquisition Date”). Total consideration paid was $ 56.6 million, of which $ 46.7 million was funded during the year ended December 31, 2023. Prior to the Acquisition Date, the Company’s 22 % equity interest was accounted for as an equity method investment. Given the financial condition of the acquiree, the Company remeasured its interest and determined no gain or loss should be recognized upon the closing of the acquisition. F-26 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) The final asset and liability fair values associated with the acquisition were each $ 87.0 million, including measurement period adjustments recorded during the year ended December 31, 2023. The final fair values of the assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including information from prior valuations of similar entities and the books and records of Comfrio. Given the financial condition of Comfrio, the Company, in collaboration with the third party valuation specialist, determined that the liquidation valuation approach was most appropriate to measure the fair value of the assets and liabilities of Comfrio. Accordingly, the Company determined the fair values of the assets and liabilities acquired based on what was determined to be recoverable if Comfrio were liquidated. Upon acquisition, the Company committed to a plan to sell Comfrio in its present condition and initiated a program to locate a buyer and complete the disposition. As Comfrio was a newly acquired business that met the held-for-sale criteria upon acquisition, the Company classified the associated assets acquired and liabilities assumed as held for sale and the operations as discontinued operations. In August of 2023, the Company sold the assets and liabilities of Comfrio. The corresponding proceeds and gain related to the sale were insignificant. The primary components of the loss from discontinued operations during the year ended December 31, 2023, 2022, and 2021 are included in the table below. As of December 31, (In Thousands) 2023 2022 2021 Results of discontinued operations Revenue $ 29,471 $ — $ — Operating expenses 32,088 — — Estimated costs of disposal 4,616 — — Loss from partial investment pre-acquisition 4,111 8,382 1,281 Gain from sale of Comfrio ( 1,082 ) — — Pre-tax loss ( 10,262 ) ( 8,382 ) ( 1,281 ) Income tax expense ( 191 ) — — Loss - discontinued operations, net of tax $ ( 10,453 ) $ ( 8,382 ) $ ( 1,281 ) During the fourth quarter of 2022, the Company entered into a loan agreement with Comfrio, in which Comfrio borrowed $ 25.0 million from Americold (of which $ 15.0 million was borrowed during the first quarter of 2023) at a 10 % annual fixed interest rate. During the year ended December 31, 2023, the Company fully impaired the outstanding balance, which was recorded in “Impairment of related party loan receivable” on the Consolidated Statements of Operations. F-27 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) Acquisition Completed During 2022 On July 1, 2022, the Company completed the acquisition of De Bruyn Cold Storage (“De Bruyn”) which operates a single facility located in Tasmania, Australia for total consideration of A$ 23.5 million, or $ 16.0 million, based on the exchange rate between the AUD and USD on the closing date of the transaction. The acquisition accounting related to the consideration transferred primarily included assigning the fair values of the assets acquired and liabilities assumed including $ 1.0 million of land, $ 8.2 million of buildings and improvements, $ 3.7 million of machinery and equipment, and $ 3.1 million of goodwill, all of which are allocated to the Warehouse segment. The finalized fair values of the assets acquired, liabilities assumed and the related acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management, including information from prior valuations of similar entities and the books and records of De Bruyn. The acquisition accounting was finalized during the year ended 2023, and there were no material measurement period adjustments during the year ended December 31, 2023. We have included the financial results of the acquired operations in our Warehouse segment since the date of the acquisition. 4. Investments in Partially Owned Entities As of December 31, 2023 and December 31, 2022, our investments in partially owned entities accounted for under the equity method of accounting presented in our Consolidated Balance Sheets consists of the following (in thousands): Joint Venture Location % Ownership 2023 December 31, 2023 % Ownership 2022 December 31, 2022 Superfrio Brazil 14.99 % $ 32,350 14.99 % $ 30,445 RSA Dubai 49.00 % 4,073 — % — Comfrio Brazil — % — 22.12 % 1,435 LATAM Chile — % — 15.00 % 36,943 $ 36,423 $ 68,823 The debt of each of these unconsolidated joint ventures is non-recourse to the Company, except for customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions and material misrepresentations. Superfrio Joint Venture SuperFrio is a Brazilian-based company that provides temperature-controlled storage and logistics services including storage, warehouse services, and transportation. During 2020, the Company purchased a 14.99 % equity interest in a joint venture with Superfrio Armazéns Gerais S.A. (“SuperFrio”) for Brazil reals of R$ 117.8 million. Including certain transaction costs, the Company recorded an initial investment of USD $ 25.7 million in the joint venture. During 2021, the Company contributed an aggregate R$ 40.7 million (or USD $ 7.6 million ) in capital to the SuperFrio joint venture. The capital calls from SuperFrio were issued to each owner based on their ownership percentage, therefore, the Company’s ownership percentage remained unchanged. There were no material amounts contributed to the SuperFrio JV during 2023 and 2022, and no further contributions are expected at this time. F-28 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) RSA Joint venture On February 28, 2023, the Company purchased a 49 % equity interest in a newly formed entity, the RSA JV, in a transaction that is accounted for as a joint venture. In exchange for our equity interest, the Company paid $ 4.0 million in total. RSA Cold Holdings Limited contributed their Dubai cold storage business, which consists of a single cold storage warehouse, in exchange for the remaining 51 % equity interest in the joint venture. As a result of this transaction, we recognized our subsidiary’s 49 % equity investment in the RSA JV at its estimated fair value of $ 4.0 million within “ Investments in and advances to partially owned entities ” on the Consolidated Balance Sheets. Under the terms of the JV agreement, the Company has a call right that enables it to purchase all remaining issued and outstanding shares of the RSA JV starting August 28, 2025, with the exercise price to be set as the fair market value of the shares on the exercise date. In September 2023, the Company executed Bridge Loan Agreement with the JV (the “Bridge Loan”), extending a short-term financing (i.e., unsecured credit facility) to the JV, through which the JV can draw down up to approximately $ 7.4 million and use it to fund its Phase 2 construction. The outstanding balance as of December 31, 2023 is $ 1.7 million and is recognized within “ Investments in and advances to partially owned entities ” on the Consolidated Balance Sheets. Comfrio Joint Venture As a result of the Agro acquisition which closed on December 30, 2020, the Company acquired Agro’s 22.12 % share of ownership in Comfrio. During the year ended December 31, 2023, the Company both purchased and subsequently sold the remaining interest in the joint venture. Refer to Note 3-Business Combinations and Asset Acquisitions for further information regarding the acquisition and disposition of the Comfrio portfolio. During the year ended December 31, 2022, the Company entered into a loan agreement with Comfrio, in which Comfrio is allowed to borrow $ 25 million from Americold at a 10 % annual fixed interest rate. As of December 31, 2022, the loan receivable and related accrued interest due from Comfrio of $ 10.1 million is reflected under “ Investments in and advances to partially owned entities ” on the Consolidated Balance Sheets. During the year ended December 31, 2023, the Company fully impaired the outstanding balance, which was recorded in Impairment of related party loan receivable on the Consolidated Statements of Operations. Latin America Joint Venture On May 31, 2022, we formed the LATAM JV in an effort to help us grow our business and market presence in the Latin America region, excluding Brazil. Our JV partner committed to invest approximately $ 209.0 million in exchange for 85 % of the total equity interests, and we contributed our Chilean business upon formation of the joint venture and retained the remaining 15 % equity interests in the joint venture. Our JV partner’s contribution commitment includes an initial contribution of $ 8 million at closing and the remainder as a contribution receivable to the LATAM JV. The JV partner must complete its remaining contribution payments over the next four-year period through December 31, 2025 and in doing so, it retains its 85 % equity ownership during this period. As a result of this transaction, we recognized a loss of approximately $ 4.1 million within “Other income (expense)” on the Consolidated Statements of Operations (net of accumulated foreign currency translation loss related to the Chilean business) upon the deconsolidation of this entity and subsequent recognition of our subsidiary’s 15 % equity investment in the LATAM JV at its estimated fair value of $ 37.0 million within “ Investments in and advances to partially owned entities ” on the Consolidated Balance Sheets. F-29 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) On May 30, 2023, the Company sold its remaining 15 % equity interest to the LATAM JV partner for total proceeds of $ 36.9 million and recognized a corresponding gain of $ 0.3 million in “Other, net” on the Consolidated Statements of Operations. 5. Goodwill and Intangible Assets The changes in the carrying amount of the Company’s goodwill by reportable segment for the years ended December 31, 2023, 2022 are as follows (in thousands): Warehouse Transportation Third-party managed Total (In thousands) December 31, 2021 $ 1,040,115 $ 29,654 $ 3,211 $ 1,072,980 Goodwill acquired 3,076 — — 3,076 Purchase price allocation adjustments ( 5,048 ) — — ( 5,048 ) Derecognition of Goodwill upon deconsolidation of entity ( 6,653 ) — — ( 6,653 ) Goodwill Impairment — — ( 3,211 ) ( 3,211 ) Impact of foreign currency translation ( 27,507 ) — — ( 27,507 ) Other adjustments ( 14,697 ) 14,697 — — December 31, 2022 $ 989,286 $ 44,351 $ — $ 1,033,637 Purchase price allocation adjustments ( 4,348 ) — — ( 4,348 ) Goodwill Impairment ( 236,515 ) — — ( 236,515 ) Impact of foreign currency translation 1,230 — — 1,230 December 31, 2023 $ 749,653 $ 44,351 $ — $ 794,004 Refer to Note 2 -Summary of Significant Accounting Policies for additional information regarding the goodwill impairment charges recorded during 2023 and 2022. Intangible assets, other than goodwill, are as follow as of December 31, 2023 and 2022 (in thousands): As of December 31, 2023 December 31, 2022 Intangible asset Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationship $ 1,023,107 $ ( 141,077 ) $ 882,030 $ 1,013,258 $ ( 103,615 ) $ 909,643 In-place lease and assembled workforce $ 4,254 $ ( 3,946 ) $ 308 $ 4,825 $ ( 4,322 ) $ 503 Trade name $ 16,700 $ ( 1,623 ) $ 15,077 $ 16,700 $ ( 1,623 ) $ 15,077 Total intangible assets, other than goodwill $ 1,044,061 $ ( 146,646 ) $ 897,415 $ 1,034,783 $ ( 109,560 ) $ 925,223 The change in gross carrying amount for customer relationship assets from December 31, 2022 to 2023 is due to a increase in foreign exchange rate movement of $ 9.8 million. The change in accumulated amortization for intangible assets from December 31, 2022 to 2023 is due to amortization expense of $ 36.9 million. The estimated amortization for each of the next five years is approximately $ 37.0 million, and approximately $ 697.4 million thereafter. The weighted average remaining useful life as of December 31, 2023 for our customer relationships is 26 years and for our assembled workforce is 2.8 years. There is no remaining net carrying amount F-30 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) related to In-place lease as of December 31, 2023. Additionally, we have an indefinite-lived Trade name asset with a carrying value of $ 15.1 million as of December 31, 2023 and 2022, respectively. 6. Other Assets Other assets as of December 31, 2023 and 2022 are as follows (in thousands): 2023 2022 Capitalized costs related to Project Orion $ 43,948 $ 3,255 Prepaid accounts 40,942 26,490 Inventory and supplies 30,719 29,297 Value Added Tax Receivable 17,339 12,103 Fair Value of Derivatives 15,480 23,520 Other 45,650 64,040 $ 194,078 $ 158,705 7. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses as of December 31, 2023 and 2022 are as follows (in thousands): 2023 2022 Trade payables $ 201,094 $ 215,255 Accrued payroll and employee benefits 107,663 107,238 Other accrued expenses 91,312 70,218 Dividends payable 63,564 60,419 Accrued utilities, property taxes, and warehouse costs 43,702 44,107 Accrued workers’ compensation expenses 33,030 31,943 Accrued interest 28,399 28,360 $ 568,764 $ 557,540 8. Acquisition, cyber incident and other, net The components of the charges included in “Acquisition, cyber incident, and other, net” in our Consolidated Statements of Operations are as follows (in thousands): Years Ended December 31, Acquisition, cyber incident, and other, net 2023 2022 2021 Cyber incident related costs, net of insurance recoveries $ 28,877 $ ( 2,210 ) $ ( 447 ) Project Orion expenses 13,929 3,945 — Severance costs 11,668 6,530 8,908 Acquisition and integration related costs 5,094 20,073 39,265 Other, net 1,500 ( 160 ) 751 Pension plan termination charges 2,461 — — Litigation 558 179 2,217 Terminated site operations costs — 4,154 884 Total acquisition, cyber incident and other, net $ 64,087 $ 32,511 $ 51,578 F-31 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) Cyber incident related costs include third-party fees incurred in connection with cyber incidents, as well as any incremental costs, internal and external, incurred to restore operations at our facilities and damage claims. Any subsequent reimbursements from insurance coverage for expenses incurred in connection with the event are also reflected within this category and recorded upon receipt of agreement from the insurer. Project Orion expenses represent the non-capitalizable portion of our Project Orion costs, which is an investment in and transformation of our technology systems, business processes and customer solutions. The project includes the implementation of a new, state-of-the-art, cloud-based enterprise resource planning (“ERP”) software system. Severance costs represent certain contractual and negotiated severance and separation costs from exited former executives, reduction in headcount due to synergies achieved through acquisitions or operational efficiencies in Europe and reduction in workforce costs associated with exiting or selling non-strategic warehouses or businesses. Acquisition related costs include costs associated with business transactions, whether consummated or not, such as advisory, legal, accounting, valuation and other professional or consulting fees. We also include integration costs pre- and post-acquisition that reflect work being performed to facilitate merger and acquisition integration, such as work associated with information systems and other projects including spending to support future acquisitions, and primarily consist of professional services. We consider acquisition related costs to be corporate costs regardless of the segment or segments involved in the transaction. Refer to Note 3-Business Combinations and Asset Acquisitions for further information regarding recent acquisitions. Other, net expense during the year ended December 31, 2023 relates to insurance deductibles for damages to our warehouses resulting from a hail storm and roof collapse. During the year ended December 31, 2023 the Company incurred charges related to the termination of the Americold Retirement Income Plan (“ARIP”) resulting in the recognition of a $ 2.5 million settlement loss. Refer to Note 1 - Description of the Business of the Consolidated Financial Statements for additional information. Litigation costs consist of expenses incurred in order to defend the Company from litigation charges outside of the normal course of business as well as related settlements not in the normal course of business. In the event that an estimated loss contingency is subsequently settled in a favorable manner, the related benefit is also recorded herein. Litigation costs incurred in connection with matters arising from the ordinary course of business are expensed as a component of “Selling, general and administrative” on the Consolidated Statements of Operations. Terminated site operations costs relates to repair expenses incurred to return leased sites to their original physical state at lease inception in connection with the termination of the applicable underlying lease. Additionally, terminated site operations costs include those incurred to wind down operations at recently sold facilities. These terminations were part of our strategic efforts to exit or sell non-strategic warehouses as opposed to ordinary course lease expirations. Repair and maintenance expenses associated with our ordinary course operations are reflected within “Rent, storage and warehouse services cost of operations” on the Consolidated Statements of Operations. F-32 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) 9. Debt The following table reflects a summary of our outstanding indebtedness (in thousands): December 31, 2023 December 31, 2022 Carrying Amount Carrying Amount Senior Unsecured Notes $ 1,777,925 $ 1,752,875 Senior Unsecured Term Loans 833,775 829,450 Senior Unsecured Revolving Credit Facility 392,156 500,052 Total principal amount of indebtedness $ 3,003,856 $ 3,082,377 Less: unamortized deferred financing costs ( 10,578 ) ( 13,044 ) Total indebtedness, net of deferred financing costs $ 2,993,278 $ 3,069,333 The following tables provides the details of our Senior Unsecured Notes (balances in thousands): December 31, 2023 December 31, 2022 Stated Maturity Date Contractual Interest Rate Borrowing Currency Carrying Amount (USD) Borrowing Currency Carrying Amount (USD) Series A Notes 01/2026 4.68 % $ 200,000 $ 200,000 $ 200,000 $ 200,000 Series B Notes 01/2029 4.86 % $ 400,000 $ 400,000 $ 400,000 $ 400,000 Series C Notes 01/2030 4.10 % $ 350,000 $ 350,000 $ 350,000 $ 350,000 Series D Notes 01/2031 1.62 % € 400,000 $ 441,560 € 400,000 $ 428,200 Series E Notes 01/2033 1.65 % € 350,000 $ 386,365 € 350,000 $ 374,675 Total Senior Unsecured Notes $ 1,777,925 $ 1,752,875 The following tables provides the details of our Senior Unsecured Term Loans (balances in thousands): December 31, 2023 December 31, 2022 Contractual Interest Rate (1) Borrowing Currency Carrying Amount (USD) Contractual Interest Rate (1) Borrowing Currency Carrying Amount (USD) Tranche A-1 SOFR + 0.94 % $ 375,000 $ 375,000 SOFR + 0.95 % $ 375,000 375,000 Tranche A-2 CDOR + 0.94 % C$ 250,000 188,775 CDOR + 0.95 % C$ 250,000 184,450 Delayed Draw Tranche A-3 SOFR + 0.94 % $ 270,000 270,000 SOFR + 0.95 % $ 270,000 270,000 Total Senior Unsecured Term Loan Facility $ 833,775 $ 829,450 (1) S = one-month Adjusted Term SOFR; C = one-month CDOR. Tranche A-1 and Tranche A-3 SOFR includes an adjustment of 0.10 %, in addition to the margin. While the above reflects the contractual rate, refer to the description below of the Senior Unsecured Credit Facility for details of the portion of these Term Loans that are hedged, therefore, at a fixed interest rate for the duration of the respective swap agreement. Refer to Note 10 for details of the related interest rate swaps. F-33 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) The following table provides the details of our Senior Unsecured Revolving Credit Facility (balances in thousands): December 31, 2023 December 31, 2022 Denomination of Draw Contractual Interest Rate (1) Borrowing Currency Carrying Amount (USD) Contractual Interest Rate (1) Borrowing Currency Carrying Amount (USD) U.S. dollar SOFR + 0.84 % $ 34,000 $ 34,000 SOFR + 0.85 % $ 225,000 $ 225,000 Australian dollar BBSW + 0.84 % A$ 191,000 $ 130,108 BBSW + 0.85 % A$ 146,000 $ 99,470 British pound sterling SONIA + 0.84 % £ 78,000 $ 99,302 SONIA + 0.85 % £ 76,500 $ 92,435 Canadian dollar CDOR + 0.84 % C$ 35,000 $ 26,429 CDOR + 0.85 % C$ 50,000 $ 36,890 Euro EURIBOR + 0.84 % € 67,500 $ 74,513 EURIBOR + 0.85 % € 35,500 38,003 New Zealand dollar BKBM + 0.84 % NZD 44,000 $ 27,804 BKBM + 0.85 % NZD 12,998 8,254 Total Senior Unsecured Revolving Credit Facility $ 392,156 $ 500,052 (1) S = one-month Adjusted SOFR; C = one-month CDOR; E = Euro Interbank Offered Rate (EURIBOR), SONIA = Adjusted Sterling Overnight Interbank Average Rate, BBSW = Bank Bill Swap Rate, BKBM = Bank Bill Reference Rate. We have elected Daily SOFR for the entirety of our U.S. dollar denominated borrowings shown above, which includes an adjustment of 0.10 %, in addition to the margin. Our British pound sterling borrowings bear interest tied to adjusted SONIA which includes an adjustment of 0.03 % in addition to our margin. Senior Unsecured Credit Facility On August 23, 2022, the Company entered into an agreement to extend and upsize its Senior Unsecured Credit Facility from $ 1.5 billion to approximately $ 2.0 billion. Additionally, the Company used a portion of the unsecured credit facilities to repay its 2013 Mortgage Notes which were scheduled to mature on May 1, 2023, but became prepayable at par beginning November 1, 2022. In connection with the refinancing, the base interest rate for the USD denominated borrowings was updated to SOFR from LIBOR and all borrowings now incorporate a sustainability-linked pricing component which is subject to adjustment based on improvement in the Company’s annual GRESB rating, as part of it’s ESG initiatives. In connection with the refinancings that occurred during the years ended December 2022 and 2021, the Company recorded $ 0.6 million and $ 2.9 million, respectively, to “Loss on debt extinguishment, modifications and termination of derivative instruments” in the accompanying Consolidated Statements of Operations. No refinancings occurred during the year ended December 31, 2023. Revolving Facility The Senior Unsecured Revolving Credit Facility is comprised of a $ 575 million U.S. dollar component and a $ 575 million U.S. dollar equivalent, multicurrency component. The revolving credit facility matures in August 2026; however, the Company has the option to extend maturity up to two times, each for a six-month period. The Company must meet certain criteria in order to extend the maturity, and an additional extension fee must be paid. Unamortized deferred financing costs related to the revolving credit facility are included in “ Other assets” in the accompanying Consolidated Balance Sheets totaling $ 6.4 million and $ 8.8 million as of December 31, 2023 and December 31, 2022, respectively. These fees are amortized as interest expense under the straight-line method as the impact of amortizing under effective interest method is not materially different. Term Loan The Senior Unsecured Term Loan A consists of three tranches. Tranche A-1 consists of a $ 375 million USD term loan, an increase from the previous amount of $ 175 million USD, with a maturity date of August 2025; however, the Company has the option to extend maturity up to two times, each for a twelve months period. Tranche A-2 consists of a C$ 250 million term loan with a maturity date of January 2028, and does not have any extension options. Tranche A-3 consists of a $ 270 million USD term loan delayed draw facility, which matures in January F-34 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) 2028, and does not have any extension options. As previously mentioned, the Company drew the Tranche A-3 on November 1, 2022, to repay its 2013 Mortgage Notes. The remaining proceeds of the delayed draw facility were used for general corporate purposes. Unamortized deferred financing costs related to the Senior Unsecured Term Loan A are included in “Senior unsecured notes and term loans - net of deferred financing cost” on the accompanying Consolidated Balance Sheets totaling $ 3.1 million and $ 4.2 million as of December 31, 2023, and December 31, 2022, respectively. These amounts are amortized as interest expense under the effective interest method through the maturity date. There were $ 20.8 million letters of credit issued on the Company’s Senior Unsecured Revolving Credit Facility as of December 31, 2023. Our Senior Unsecured Revolving Facility contains representations, covenants and other terms customary for a publicly traded REIT. In addition, it contains certain financial covenants, as defined in the credit agreement, including: • a maximum leverage ratio of less than or equal to 60 % of our total asset value. Following a Material Acquisition, leverage ratio shall not exceed 65 %; • a maximum unencumbered leverage ratio of less than or equal to 60 % to unencumbered asset value. Following a Material Acquisition, unencumbered leverage ratio shall not exceed 65 %; • a maximum secured leverage ratio of less than or equal to 40 % to total asset value. Following a Material Acquisition, secured leverage ratio shall not exceed 45 %; • a minimum fixed charge coverage ratio of greater than or equal to 1.50 x; and • a minimum unsecured interest coverage ratio of greater than or equal to 1.75 x. Material Acquisition in our Senior Unsecured Credit Facility is defined as one in which assets acquired exceeds an amount equal to 5 % of total asset value as of the last day of the most recently ended fiscal quarter publicly available. Obligations under our Senior Unsecured Credit Facility are general unsecured obligations of our Operating Partnership and are guaranteed by the Company and certain subsidiaries of the Company. As of December 31, 2023, the Company was in compliance with all debt covenants. Series A, B, C, D, and E Senior Unsecured Notes On April 26, 2019, we completed a debt private placement transaction consisting of $ 350.0 million senior unsecured notes with a coupon of 4.10 % due January 8, 2030 (“Series C”). Interest is payable on January 8 and July 8 of each year until maturity. On November 6, 2018, we completed a debt private placement transaction consisting of (i) $ 200.0 million senior unsecured notes with a coupon of 4.68 % due January 8, 2026 (“Series A”) and (ii) $ 400.0 million senior unsecured notes with a coupon of 4.86 % due January 8, 2029 (“Series B”). Interest is payable on January 8 and July 8 of each year until maturity. On December 30, 2020 we completed a debt private placement transaction consisting of (i) € 400.00 million senior unsecured notes with a coupon of 1.62 % due January 7, 2031 (“Series D”) and (ii) € 350,000 senior unsecured notes with a coupon of 1.65 % due January 7, 2033 (“Series E”). Interest is payable on January 7 and July 7 of each year until maturity. In connection with entering into the agreement, we incurred approximately $ 4.5 million of debt issuance costs related to the issuance, which we amortize as interest expense under the effective interest method. F-35 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) The Series A, B, C, D, and E senior notes (collectively referred to as the “Senior Unsecured Notes”) and guarantee agreement includes a prepayment option executable at any time during the term of the loans. The prepayment can be either a partial payment or payment in full, as long as the partial payment is at least 5 % of the outstanding principal. Any prepayment in full must include a make-whole amount, which is the discounted remaining scheduled payments due to the lender. The discount rate to be used is equal to 0.50 % plus the yield to maturity reported for the most recently actively traded U.S. Treasury Securities with a maturity equal to the remaining average life of the prepaid principal. The Company must give each lender at least 10 days written notice whenever it intends to prepay any portion of the debt. The notes are general unsecured senior obligations of the Operating Partnership and are guaranteed by the Company and certain subsidiaries of the Company. If a change in control occurs for the Company, the Company must issue an offer to prepay the remaining portion of the debt to the lenders. The prepayment amount will be 100 % of the principal amount, as well as accrued and unpaid interest. The Company is required to maintain at all times an investment grade debt rating for each series of notes from a nationally recognized statistical rating organization. In addition, the Senior Unsecured Notes contain certain financial covenants required on a quarterly or occurrence basis, as defined in the credit agreement, including: • a maximum leverage ratio of less than or equal to 60 % of our total asset value; • a maximum unsecured indebtedness to qualified assets ratio of less than 0.60 to 1.00 ; • a maximum total secured indebtedness ratio of less than 0.40 to 1.00 ; • a minimum fixed charge coverage ratio of greater than or equal to 1.50 to 1.00 ; and • a minimum unsecured debt service ratio of greater than or equal to 2.00 to 1.00 . As of December 31, 2023, the Company was in compliance with all debt covenants. 2013 Mortgage Loans On May 1, 2013, we entered into a mortgage financing in an aggregate principal amount of $ 322.0 million, which we referred to as the 2013 Mortgage Loans. The debt consisted of a senior debt note and two mezzanine notes. The components were cross-collateralized and cross-defaulted. The senior debt note required monthly principal payments. The mezzanine notes required no principal payments until the stated maturity date in May 2023. The 2013 Mortgage Loans became prepayable at par and the Company repaid at that time using proceeds from the Senior Unsecured Tranche A-3 term loan on November 1, 2022. Cash outflows related to this prepayment are included in Repayment of term loans, mortgage notes, and notes payable on the Consolidated statement of cash flows for the year-ended December 31, 2022. Aggregate future repayments of indebtedness F-36 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) The aggregate maturities of indebtedness as of December 31, 2023 for each of the next five years and thereafter, are as follows: Years Ending December 31: (In thousands) 2024 $ — 2025 — 2026 200,000 2027 767,156 2028 458,775 Thereafter 1,577,925 Aggregate principal amount of debt 3,003,856 Less unamortized deferred financing costs ( 10,578 ) Total debt net of deferred financing costs $ 2,993,278 10. Derivative Financial Instruments Designated Non-derivative Financial Instruments As of December 31, 2023, the Company designated £ 78.0 million, A$ 191.0 million and € 817.5 million of debt and accrued interest as a hedge of our net investment in the respective international subsidiaries. As of December 31, 2022, the Company designated £ 76.5 million, A$ 146.0 million and € 785.5 million debt and accrued interest as a hedge of our net investment in the respective international subsidiaries. The remeasurement of these instruments is recorded in “Change in unrealized net loss on foreign currency” on the accompanying Consolidated Statements of Comprehensive (Loss) Income. Refer to Note 18-Accumulated Other Comprehensive Income ( Loss) for additional details regarding the impact of the Company’s net investment hedges on AOCI for the years ended December 31, 2023, 2022 and 2021. Derivative Financial Instruments The Company is subject to volatility in interest rates due to variable-rate debt. To manage this risk, the Company periodically enters into interest rate swap agreements. During 2022, the Company completed a refinancing of its Senior Unsecured Credit Facility. As a result of this refinancing, the Company’s variable interest rate exposure increased. To manage this risk, the Company entered into several interest rate swap agreements. These agreements involved the receipt of variable-rate amounts in exchange for fixed-rate interest payments over the life of the respective swap agreement without an exchange of the underlying notional amount. The Company’s objective for utilizing these derivative instruments was to reduce its exposure to fluctuations in cash flows due to changes in interest rates. The following table includes the key provisions of the interest rate swaps outstanding as of December 31, 2023 and December 31, 2022 (fair value in thousands): F-37 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) Notional Fixed Base Interest Rate Swap Effective Date Expiration Date Asset Fair Value as of December 31, 2023 Liability Fair Value as of December 31, 2023 $ 200 million 3.05 % 12/29/2023 7/30/2027 $ 3,687 $ — $ 175 million 3.47 % 11/30/2022 7/30/2027 788 — $ 270 million 3.05 % 11/01/2022 12/31/2027 5,106 — C$ 250 million 3.59 % 9/23/2022 12/31/2027 — 330 Total $ 9,581 $ 330 Notional Fixed Base Interest Rate Swap Effective Date Expiration Date Asset Fair Value as of December 31, 2022 Liability Fair Value as of December 31, 2022 $ 200 million 3.65 % 9/23/2022 12/29/2023 $ 2,240 $ — $ 200 million 3.05 % 12/29/2023 7/30/2027 2,328 — $ 175 million 3.47 % 11/30/2022 7/30/2027 2,020 — $ 270 million 3.05 % 11/01/2022 12/31/2027 8,034 — C$ 250 million 3.59 % 9/23/2022 12/31/2027 950 — Total $ 15,572 $ — In 2020, the Company terminated the two interest rate swaps related to the 2020 Senior Unsecured Credit Facility for a fee of $ 16.4 million, of which $ 8.7 million was recorded in “Accumulated Other Comprehensive Income” and is being amortized to “Loss on debt extinguishment, modifications and termination of derivative instruments” through 2024. The amortization of costs recognized in the Consolidated Statements of Operations from terminating these swaps was $ 2.5 million, $ 2.5 million, and $ 2.7 million during the years ended December 31, 2023, 2022, and 2021, respectively. The Company is subject to volatility in foreign exchange rates due to foreign-currency denominated intercompany loans. The Company implemented cross-currency swaps to manage the foreign currency exchange rate risk on certain intercompany loans. These agreements effectively mitigate the Company’s exposure to fluctuations in cash flows due to foreign exchange rate risk. These agreements involve the receipt of fixed USD amounts in exchange for payment of fixed AUD amounts over the life of the respective intercompany loan. The Company’s outstanding intercompany loans receivable balance of A$ 153.5 million was hedged under the cross-currency swap agreements at December 31, 2023 and 2022. The Company previously had a cross-currency swap agreement that involved the receipt of fixed USD amounts in exchange for payment of fixed NZD amounts over the life of an intercompany loan balance of NZD 37.5 million, which matured on December 13, 2023. For derivatives designated and that qualify as cash flow hedges of foreign exchange risk, the gain or loss on the derivative is recorded as “Unrealized gain (loss) on cash flow hedges” on the Consolidated Statements of Comprehensive (Loss) Income and subsequently reclassified in the period(s) during which the hedged transaction affects earnings within the same income statement and related cash flow line item as the earnings effect of the hedged transaction. During the next year, the Company estimates that an additional $ 0.2 million will be reclassified as an increase to Foreign currency exchange loss (a component of “Other, net” on the Consolidated Statements of Operations) and an additional $ 11.7 million will be reclassified as a decrease to “Interest expense” and a corresponding increase to operating cash flows. A dditionally, during the next year, the Company estimates that an additional $ 1.0 million will be reclassified as an increase to “Loss on debt extinguishment, modifications and termination of derivative instruments” related to the 2020 termination described above. F-38 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) The Company determines the fair value of its derivative instruments using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, implied volatilities, foreign currency spot and forward rates. The fair values are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. Foreign currency spot, forward and cross-currency basis are also incorporated into the valuation of cross-currency swaps. These inputs are classified as Level 2 of the fair value hierarchy. Derivative asset balances are recorded on the accompanying Consolidated Balance Sheets within “ Other assets” and derivative liability balances are recorded on the accompanying Consolidated Balance Sheets within “Accounts payable and accrued expenses”. The following table presents the fair value of the derivative financial instruments as of December 31, 2023 and December 31, 2022 (in thousands): Derivative Assets Derivative Liabilities December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Designated derivatives Foreign exchange contracts $ 5,899 $ 7,948 $ — $ — Interest rate contracts 9,581 15,572 330 — Total fair value of derivatives $ 15,480 $ 23,520 $ 330 $ — The following tables present the effect of the Company’s designated derivative financial instruments on the accompanying Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021, including the impacts to AOCI (in thousands): Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative Location of Gain or (Loss) Reclassified from AOCI into Income Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Net Income As of December 31, As of December 31, 2023 2022 2021 2023 2022 2021 Interest rate contracts $ 7,504 $ 15,572 $ — Interest expense $ 13,825 $ 721 $ — Loss on debt extinguishment, modifications and termination of derivative instruments (1) ( 2,513 ) ( 2,507 ) ( 2,681 ) Foreign exchange contracts 1,028 5,933 11,626 Foreign currency exchange (loss) gain, net 200 7,602 7,595 Interest expense 374 371 ( 175 ) Total designated cash flow hedges $ 8,532 $ 21,505 $ 11,626 $ 11,886 $ 6,187 $ 4,739 (1) In conjunction with the termination of interest rate swaps in 2020, the Company recorded amounts in other comprehensive income that will be reclassified as an adjustment to earnings over the term of the original hedges and respective borrowings through August 30, 2024. During the year ended December 31, 2023, the Company recorded an increase to “Loss on debt extinguishment, modifications and termination of derivative instruments” related to this transaction. The Company’s derivatives are subject to master netting agreements, but there was no impact of offsetting as of December 31, 2023 and December 31, 2022. As of December 31, 2023 and December 31, 2022, the Company has not posted any collateral related to these agreements. The Company has agreements with each of its derivative counterparties that contain a provision F-39 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) where the Company could be declared in default of its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness. 11. Sale-Leasebacks of Real Estate The Company’s outstanding sale-leaseback financing obligations of real estate-related long-lived assets as of December 31, 2023 and 2022 are as follows: Maturity Interest Rate as of December 31, 2023 2023 2022 (In thousands) 1 warehouse – 2010 7/2030 10.34 % $ 16,912 $ 17,607 11 warehouses – 2007 9/2027 7.00 % - 19.59 % 78,735 84,406 3 facilities - 2007 (Agro) 7/2031 10 % 60,987 63,550 1 facility - 2013 (Agro) 12/2033 10 % 5,303 5,526 Total sale-leaseback financing obligations $ 161,937 $ 171,089 In connection with the Agro acquisition, the Company assumed four sale-leaseback facilities. Agro completed a sale-leaseback transaction for three of its warehouse facilities in 2007 that was accounted for as financing. The initial term of the agreement was 20 years and was amended in 2011 to extend the term to 2031. The rent payments increase every five years by the lesser of 125 % of the cumulative increase in the Consumer Price Index (CPI) over the related five-year period or 9 %. Agro also completed a sale-leaseback transaction for one of its warehouse facilities in 2013 that was accounted for as financing. The initial term of the agreement is 20 years and includes six extension options, each for five-years . The rent payments increase every five years by the lesser of the cumulative increase in CPI over the related five-year period or 12 %. In September 2010, the Company entered into a transaction by which it assigned to an unrelated third party its fixed price “in the money” purchase option of $ 18.3 million on a warehouse it was leasing in Ontario, California. The purchase option was exercised in September 2010, and the Company simultaneously entered into a new 20 -year lease agreement with the new owner and received $ 1.0 million of consideration to use towards warehouse improvements. Under the terms of the new lease agreement, the Company will exercise control over the asset for more than 90 % of the asset’s remaining useful life, and it has a purchase option within the last six months of the initial lease term at 95 % of the fair market value as of the date such option is exercised. The transaction was accounted for as a financing. In connection with an acquisition completed in 2010, the Company assumed sale leaseback agreements for 11 warehouses originally entered into in 2007, and received gross proceeds of $ 170.7 million. The agreements for the leases of these properties had various initial terms of 10 to 20 years and annual rent increases of 1.75 %. The leases contained four extension options at the discretion of the Company, each for a five-year period. In July 2013, the lease agreements for six of the 11 warehouses were amended to extend the expiration date on four of the warehouse leases to September 2027 and reduce the annual rent increases from 1.75 % to 0.50 % on five of the warehouse leases. All of the 11 warehouses subject to the sale-leaseback transaction continue to be accounted for as a financing. As of December 31, 2023, future minimum lease payments, inclusive of certain obligations to be settled with the residual value of related long-lived assets upon expiration of the lease agreement, of the sale-leaseback financing obligations are as follows: F-40 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) Years Ending December 31: (In thousands) 2024 $ 27,787 2025 28,075 2026 28,363 2027 25,123 2028 13,233 Thereafter 115,801 Total minimum payments 238,382 Interest portion ( 76,445 ) Present value of net minimum payments $ 161,937 12. Lease Accounting Arrangements wherein we are the lessee: We have operating and finance leases for land, warehouses, offices, vehicles, and equipment with remaining lease terms ranging from 1 to 30 years. Many of our leases include one or more options to extend the lease term from 1 to 10 years that may be exercised at our sole discretion. Additionally, many of our leases for vehicles and equipment include options to purchase the underlying asset at or before expiration of the lease agreement. Rental payments are generally fixed over the term of the lease agreement with the exception of certain equipment leases for which the rental payment may vary based on usage of the asset. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. As of December 31, 2023, the rights and obligations with respect to leases which have been signed but have not yet commenced are not material to our financial position or results of operations. The components of lease expense were as follows (in thousands): Years Ended December 31, 2023 2022 2021 Components of lease expense: Operating lease cost (a) $ 44,971 $ 52,331 $ 59,405 Financing lease cost: Depreciation 26,129 25,687 29,743 Interest on lease liabilities 444 3,063 7,135 Sublease income ( 5,856 ) ( 7,991 ) ( 3,785 ) Net lease expense $ 65,688 $ 73,090 $ 92,498 (a) Includes short-term lease and variable lease costs, which are immaterial. F-41 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) Other information related to leases is as follows: Years Ended December 31, 2023 2022 2021 Supplemental Cash Flow Information (in thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ ( 35,510 ) $ ( 42,949 ) $ ( 52,226 ) Financing cash flows from finance leases $ ( 39,214 ) $ ( 33,860 ) $ ( 32,441 ) Right-of-use assets obtained in exchange for lease obligations Operating leases $ 6,244 $ 7,889 $ 50,886 Finance leases $ 59,276 $ 18,694 $ 24,567 Weighted-average remaining lease term (years) Operating leases 10.6 11.1 11.7 Finance leases 3.9 3.3 3.6 Weighted-average discount rate Operating leases 2.8 % 2.8 % 2.7 % Finance leases 3.9 % 3.2 % 3.4 % Future minimum lease payments under non-cancellable leases as of December 31, 2023 were as follows (in thousands): Years ending December 31, Operating Lease Payments Finance Lease Payments Total Lease Payments 2024 $ 35,335 $ 36,917 $ 72,252 2025 31,328 24,554 55,882 2026 27,506 19,776 47,282 2027 25,050 14,732 39,782 2028 23,710 8,294 32,004 Thereafter 135,588 2,062 137,650 Total future minimum lease payments $ 278,517 $ 106,335 $ 384,852 Less: Interest ( 38,266 ) ( 9,158 ) ( 47,424 ) Total future minimum lease payments less interest $ 240,251 $ 97,177 $ 337,428 Arrangements wherein we are the lessor: We receive lease income as the lessor for certain buildings and warehouses or space within a warehouse. The remaining term on existing leases ranges from 1 to 15 years. Lease income is generally fixed over the duration of the contract and each lease contract contains clauses permitting extension or termination. Lease incentives and options for purchase of the leased asset by the lessee are generally not included. The Company is party to operating leases only and currently does not have sales-type or direct financing leases. Lease income is included within “Rent, storage and warehouse services” in the accompanying Consolidated Statements of Operations as denoted in Note 22 - Revenues from Contracts with Customers . Property, buildings and equipment underlying operating leases is included in “Land” and “Buildings and improvements” on the accompanying Consolidated Balance Sheets. The portion of these assets that are applicable to the operating leases where we are the lessor totaled $ 115.2 million and $ 85.4 million, for Land and Buildings and improvements, on a gross and net basis, respectively, as of December 31, 2023. The portion of these assets that are applicable to the operating leases where we are the lessor totaled $ 118.5 million and $ 91.1 million, for F-42 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) Land and Buildings and improvements, on a gross and net basis, respectively, as of December 31, 2022. Depreciation expense for such assets was $ 4.3 million, $ 4.2 million and $ 4.2 million for the years ended December 31, 2023, 2022 and 2021. Future minimum lease payments due from our customers on leases as of December 31, 2023 were as follows (in thousands): Year ending December 31, Operating Leases 2024 $ 47,849 2025 35,372 2026 30,209 2027 24,438 2028 21,121 Thereafter 53,616 Total $ 212,605 13. Fair Value Measurements The Company categorizes assets and liabilities that are recorded at fair values into one of three tiers based upon fair value hierarchy. These tiers include the following: • Level 1 - Valuations based on quoted market prices in active markets for identical assets or liabilities; • Level 2 - Valuations based on inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, model-based valuation techniques for which all significant assumptions are observable in the market, or other inputs that are observable or can be corroborated by observable market data; • Level 3 - Valuations based on unobservable inputs that are not corroborated by market data. The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and revolving line of credit approximate their fair values due to the short-term maturities of the instruments. The Company’s senior unsecured notes, and term loans are reported on the Consolidated Balance Sheet at their aggregate principal amount less unamortized deferred financing costs. The fair value, which is only disclosed in the footnote herein, of these financial instruments is estimated based on the present value of the expected coupon and principal payments using a discount rate that reflects the projected performance as of each valuation date. The inputs used to estimate the fair value of the Company’s senior unsecured notes and term loans are comprised of Level 2 inputs, including senior industrial commercial real estate loan spreads, trading data on comparable unsecured industrial REIT debt, corporate industrial loan indexes, risk-free interest rates, and Level 3 inputs, such as future coupon and principal payments, and projected future cash flows. The Company’s financial assets and liabilities recorded at fair value on a recurring basis include derivative instruments. Refer to Note 10 -Derivatives for more information regarding valuation techniques of our derivative instruments. There were no transfers between levels within the hierarchy for the years ended December 31, 2023 and 2022, respectively. The Company’s assets and liabilities recorded at fair value on a non-recurring basis include long-lived assets F-43 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) when events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company estimates the fair values using unobservable inputs classified as Level 3 of the fair value hierarchy. The Company’s assets and liabilities measured or disclosed at fair value are as follows: Fair Value Fair Value Hierarchy December 31, 2023 2022 (In thousands) Measured at fair value on a recurring basis: Interest rate swap asset Level 2 $ 9,581 $ 15,572 Interest rate swap liability Level 2 $ 330 — Cross-currency swap asset Level 2 $ 5,899 $ 7,948 Assets held by various pension plans: Level 1 $ 24,564 $ 46,155 Level 2 $ 4,425 $ 17,344 Level 3 $ 1,323 $ 1,143 Disclosed at fair value: Senior unsecured notes and term loans (1) Level 3 $ 2,821,064 $ 2,829,574 (1) The carrying value of senior unsecured notes and term loans is disclosed in Note 9-Debt . 14. Stock-Based Compensation All share-based compensation cost is measured at the grant date, based on the estimated fair value of the award. The Company issues time-based and market performance-based equity awards. Time-based and cliff vesting market performance-based awards are recognized on a straight-line basis over the associates’ requisite service period, as adjusted for estimate of forfeitures. The Company’s Board of Directors and certain members of management have the option to elect their annual grant in the form of either restricted stock units (“RSUs”) or OP units. The terms of the OP units mirror the terms of the restricted stock units granted in the respective period. The Company implemented an Employee Stock Purchase Plan (“ESPP”) which became effective on December 8, 2020. Under the ESPP, eligible employees are granted options to purchase common stock at the lower of 85 % of the fair market value of the stock at the time of grant or 85 % of the fair market value at the time of exercise. Options to purchase shares are granted twice yearly on or about January 1 and July 1, and exercisable on or about the succeeding July 1, and January 1, respectively, of each year. No participant may purchase more than $ 25,000 worth of shares in a six-month offering period, or a maximum of 2,400 shares. There are 5,000,000 shares available for issuance under the ESPP. The stock-based compensation cost of the ESPP options are measured based on grant date at fair value and are recognized on a straight-line basis over the offering period. The ESPP did not have a material impact on stock-based compensation expense during the year ended December 31, 2023. Aggregate stock-based compensation charges were $ 23.6 million, $ 27.1 million and $ 23.9 million during the years ended December 31, 2023, 2022 and 2021, respectively. Routine stock-based compensation expense is included as a component of “Selling, general and administrative” expense on the accompanying Consolidated Statements of Operations. As of December 31, 2023, there was $ 26.5 million of unrecognized stock‑based compensation expense related to RSUs and OP units, which will be recognized over a weighted-average period of 1.8 years. F-44 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) Americold Realty Trust 2010 Equity Incentive Plans During December 2010, the Company and the common stockholders approved the Americold Realty Trust 2010 Equity Incentive Plan (2010 Plan), whereby the Company could issue stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonus awards, and/or dividend equivalents with respect to the Company’s common stock, cash bonus awards, and/or performance compensation awards to certain eligible participants, as defined, based upon a reserved pool of 3,849,976 of the Company’s common shares. No additional awards may be granted under the 2010 Plan. Americold Realty Trust 2017 Equity Incentive Plan On January 4, 2018, the Company’s Board of Directors adopted the Americold Realty Trust 2017 Equity Incentive Plan (2017 Plan), which permits the grant of various forms of equity- and cash-based awards from a reserved pool of 9,000,000 shares of common stock of the Company. On January 17, 2018, the Company’s stockholders approved the 2017 Plan. Equity-based awards issued under the 2017 Plan have the rights to receive dividend equivalents on an accrual basis. Dividend equivalents for market performance-based awards are forfeitable in the event of termination for cause or when voluntary departure occurs during the vesting period and otherwise, paid upon the vesting of the awards. Time-based awards have the right to receive nonforfeitable dividend equivalent distributions on unvested units throughout the vesting period. All awards granted under the 2017 Plan dated on March 8, 2020 and thereafter include a retirement provision. The retirement provision allows that if a participant has either attained the age of 65, or has attained the age of 55 and has ten full years of service with the Company, and there are no facts, circumstances or events exist which would give the Company a basis to effect a termination of service for cause, then the award recipient is entitled to continued vesting of any outstanding equity-based awards which include the retirement provision. Should the participant choose to retire from the Company, the awards with the retirement provision would continue to vest. Accordingly, grants of time-based awards to an associate who has met the retirement criteria on or before the date of grant will be expensed at the date of grant. In addition, grants of time-based awards to associates who will meet the retirement criteria during the awards normal vesting period will be expensed between the date of grant and the date upon which the award recipient meets the retirement criteria. Time-based awards granted to recipients who meet the retirement criteria, and decide to retire, will continue vesting on the original vesting schedule as determined at grant date. A pro-rated portion of market-performance based awards granted to recipients who meet the retirement criteria will remain outstanding and eligible to vest based on actual performance through the last day of the performance period based on the number of days during the performance period that the recipient was employed. Restricted Stock Units Restricted stock units are nontransferable until vested. Prior to the issuance of a share of common stock, the grantees of restricted stock units are not entitled to vote the shares. Time-based restricted stock unit awards vest in equal annual increments over the vesting period. The grant date fair values for time-based restricted unit stock awards is equal to the closing market price of Americold Realty Trust, Inc. common stock on the grant date. Market performance-based restricted stock unit awards cliff vest upon the achievement of the performance target, as well as completion of performance period. F-45 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) The following table summarizes restricted stock unit grants by grantee type during the years ended December 31, 2023, 2022 and 2021: Year Ended December 31 Grantee Type Number of Restricted Stock Units Granted Vesting Period Grant Date Fair Value (in thousands) 2023 Directors 12,036 1 year $ 350 2023 Associates 634,109 1-3 years $ 19,759 2022 Directors 4,810 1 year $ 125 2022 Associates 555,719 1-3 years $ 15,067 2021 Directors 6,616 1 year $ 250 2021 Associates 1,004,650 1-3 years $ 31,159 Restricted stock units granted for the year ended December 31, 2023 consisted of: (i) 12,036 time-based restricted stock units with a one -year vesting period issued to non-employee directors as part of their annual compensation (ii) 456,017 time-based graded vesting restricted stock units with various vesting periods ranging from one to three years issued to certain associates in connection with the annual grant provided in March (iii) 107,177 market performance-based cliff vesting restricted stock units with a three-year vesting period issued to certain associates (iv) 70,915 performance-based restricted stock units issued as part of Project Orion grant with a vesting period of between one to two years . Restricted stock units granted for the year ended December 31, 2022 consisted of: (i) 4,810 time-based restricted stock units with a one -year vesting period issued to non-employee directors as part of their annual compensation (ii) 424,543 time-based graded vesting restricted stock units with various vesting periods ranging from one to three years issued to certain associates in connection with the annual grant provided in March (iii) 131,176 market performance-based cliff vesting restricted stock units with a three-year vesting period issued to certain associates. Restricted stock units granted for the year ended December 31, 2021 consisted of: (i) 6,616 time-based restricted stock units with a one -year vesting period issued to non-employee directors as part of their annual compensation (ii) 216,269 time-based graded vesting restricted stock units with various vesting periods ranging from one to three years issued to certain associates in connection with the annual grant provided in March (iii) 108,781 market performance-based cliff vesting restricted stock units with a three-year vesting period issued to certain associates n connection with the annual grant provided in March and (iv) 679,600 time-based graded vesting restricted stock units with various vesting periods ranging from one to two years issued to certain associates as a retention grant in November of 2021. In January 2022, following the completion of the applicable market-performance period, the Compensation Committee determined that the 51st percentile had been achieved for the 2019 awards and, accordingly, 194,111 units vested immediately, representing a vesting percentage of 91.4 %. In January 2023, following the completion of the applicable market-performance period, the Compensation Committee determined that the 33rd percentile had been achieved for the 2020 awards and, accordingly, 97,517 units vested immediately, representing a vesting percentage of 56 %. F-46 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) The following table provides a summary of restricted stock unit activity under the 2010 and 2017 Plans for the year ended December 31, 2023: Year Ended December 31, 2023 Restricted Stock Number of Time-Based Restricted Stock Units Aggregate Intrinsic Value (in millions) Number of Market Performance-Based Restricted Stock Units (2) Aggregate Intrinsic Value (in millions) Non-vested as of December 31, 2022 687,667 $ 19.5 249,447 $ 7.1 Granted 538,968 107,177 Market-performance adjustment (3) N/A ( 10,834 ) Vested ( 389,754 ) ( 52,962 ) Forfeited ( 104,362 ) ( 33,502 ) Non-vested as of December 31, 2023 732,519 $ 20.0 259,326 $ 10.0 Shares vested, but not released (1) 46,890 1.4 — — Total outstanding restricted stock units 779,409 $ 21.4 259,326 $ 10.0 (1) For certain vested restricted stock units, common stock issuance is contingent upon the first to occur of: (1) termination of service; (2) change in control; (3) death; or (4) disability, as defined in the 2010 Plan. Of these vested time-based restricted stock units 46,890 belong to an active member of the Board of Directors and the date of issuance is therefore unknown at this time. The weighted average grant date fair value of these units is $ 8.42 per unit . Holders of these certain vested restricted stock units are entitled to receive dividends, but are not entitled to vote until such stock is issued. (2) The number of market performance-based restricted stock units granted are reflected within this table based upon the number of shares of common stock issuable upon achievement of the performance metric at target. (3) Represents the decrease in the number of original market-performance units awarded based on the final performance criteria achievement at the end of the defined performance period. The weighted average grant date fair value of restricted stock units granted during years 2023, 2022, and 2021 was $ 31.12 , $ 27.10 and $ 31.06 per unit, respectively. During the year ended December 31, 2023 the weighted average grant date fair value of vested and converted restricted stock units was $ 29.76 and forfeited restricted stock units was $ 29.71 . The weighted average grant date fair value of non-vested restricted stock units was $ 29.09 and $ 28.15 per unit as of December 31, 2023 and 2022, respectively. Market Performance-Based Restricted Stock Units During each of the years ended December 31, 2023, 2022, and 2021 , the Compensation Committee of the Board of Directors approved the annual grant of market performance-based restricted stock units under the 2017 Plan to associates of the Company. The awards utilize relative total stockholder return (“TSR”) over a three-year measurement period as the market performance metric. Awards will vest based on the Company’s TSR relative to the MSCI US REIT Index (“RMZ”) over a three-year market performance period, or the Market Performance Period, commencing on January 1st of the grant year and ending on December 31st of the third year, as applicable (or, if earlier, ending on the date on which a change in control of the Company occurs), subject to continued services. Vesting with respect to the market condition is measured based on the difference between the Company’s TSR percentage and the TSR percentage of the RMZ, or the RMZ Relative Market Performance. In the event that the RMZ Relative Market Performance during the Market Performance Period is achieved at the “threshold,” “target” or “high” level as set forth below, the awards will become vested as to the market condition with respect to the percentage of RSUs, as applicable, set forth below: F-47 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) Performance Level Thresholds RMZ Relative Market Performance Market Performance Vesting Percentage High Level above 75 th percentile 200 % Target Level 55 th percentile 100 % Threshold Level 25 th percentile 50 % Below Threshold Level below 25 th percentile 0 % If the RMZ Relative Market Performance falls between the levels specified above, the percentage of the award that will vest with respect to the market condition will be determined using straight-line linear interpolation between such levels. The fair values of the awards were measured using a Monte Carlo simulation to estimate the probability of the market vesting condition being satisfied. The Company’s achievement of the market vesting condition is contingent on its TSR over a three-year market performance period, relative to the total stock price. Monte Carlo simulation is well-accepted for pricing market based awards, where the number of shares that will vest depends on the future stock price movements. For each simulated path, the TSR is calculated at the end of the performance period and determines the vesting percentage based on achievement of the performance target. The fair value of the RSUs is the average discounted payout across all simulation paths. Assumptions used in the valuations are summarized as follows: Award Date Expected Stock Price Volatility (2) Risk-Free Interest Rate Dividend Yield (1) 2021 33 % 0.31 % N/A 2022 33 % 1.75 % N/A 2023 28 % 4.77 % N/A (1) Dividends are assumed to be reinvested and therefore not applicable. (2) Volatility is based on historical stock price OP Units Activity The following table summarizes OP unit grants under the 2017 Plan during the years ended December 31, 2023, 2022 and 2021: Year Ended December 31, Grantee Type Number of OP Units Granted Vesting Period Grant Date Fair Value (in thousands) 2023 Directors 37,827 1 year $ 1,100 2023 Associates 357,254 1 - 3 years $ 11,917 2022 Directors 35,593 1 year $ 925 2022 Associates 342,980 1 - 3 years $ 9,087 2021 Directors 22,427 1 year $ 811 2021 Associates 308,862 1 - 3 years $ 9,938 OP units granted for the year ended December 31, 2023 consisted of: (i) 37,827 time-based OP units with a one year vesting period issued to non-employee directors as part of their annual compensation, (ii) 163,694 time-based graded vesting OP units with various vesting periods ranging from one to three years issued to certain associates in connection with the annual grant provided in March and (iii) 193,560 market performance-based cliff vesting OP units with a three -year vesting period issued to certain associates in connection with the annual grant provided in March. OP units granted for the year ended December 31, 2022 consisted of: (i) 35,593 time-based OP units with a one year vesting period issued to non-employee directors as part of their annual compensation, (ii) 98,994 time-based F-48 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) graded vesting OP units with various vesting periods ranging from one to three years issued to certain associates in connection with the annual grant provided in March and (iii) 243,986 market performance-based cliff vesting OP units with a three-year vesting period issued to certain associates in connection with the annual grant provided in March. OP units granted for the year ended December 31, 2021 consisted of: (i) 22,427 time-based OP units with a one -year vesting period issued to non-employee directors as part of their annual compensation (ii) 102,655 time-based graded vesting OP units with various vesting periods ranging from one to three years issued to certain associates in connection with the annual grant provided in March (iii) 198,007 market performance-based cliff vesting OP units with a three-year vesting period issued to certain associates in connection with the annual grant provided in March and (iv) 8,200 time-based graded vesting OP units with a two-year vesting period issued to certain associates as a retention grant in November of 2021. The following table provides a summary of the OP unit activity under the 2017 Plan for the year ended December 31, 2023: Year Ended December 31, 2023 OP Units Number of Time-Based OP Units Aggregate Intrinsic Value (in millions) Number of Market Performance-Based OP Units Aggregate Intrinsic Value (in millions) Non-vested as of December 31, 2022 160,182 $ 4.5 462,815 $ 13.1 Granted 201,521 169,601 Vested ( 99,210 ) ( 155,706 ) Forfeited ( 26,598 ) ( 56,334 ) Non-vested as of December 31, 2023 235,895 7.1 420,376 12.7 Shares vested, but not released 252,864 7.7 93,102 — Total outstanding OP units 488,759 $ 14.8 513,478 $ 12.7 The OP units granted for the years ended December 31, 2023, 2022 and 2021 had an aggregate grant date fair value of $ 13.0 million, $ 10.0 million, and $ 10.7 million, respectively. During the year ended December 31, 2023 the weighted average grant date fair value of vested OP units was $ 29.98 and forfeited OP units was $ 30.24 . The weighted average grant date fair value of non-vested OP units was $ 30.67 and $ 29.39 per unit as of December 31, 2023 and 2022, respectively. Stock Options Activity The following table provides a summary of option activity for the year ended December 31, 2023: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Terms (Years) Outstanding as of December 31, 2022 105,498 $ 9.81 3.6 Exercised ( 5,000 ) 9.81 Outstanding as of December 31, 2023 100,498 $ 9.81 2.7 Exercisable as of December 31, 2023 100,498 $ 9.81 2.7 All outstanding stock options were vested as of December 31, 2021. The total intrinsic value of options exercised for the years ended December 31, 2023, 2022 and 2021 was $ 0.1 million, $ 1.9 million, and $ 4.8 million, respectively. F-49 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) 15. Income Taxes As discussed in Note 2-Summary of Significant Accounting Policies , the Company operates in compliance with REIT requirements for federal income tax purposes. It is management’s intention to adhere to these requirements and maintain the Company’s REIT status. Most states where we operate conform to the federal rules recognizing REITs. The Operating Partnership is a regarded partnership under federal tax law, and the Operating Partnership’s accompanying consolidated financial statements include the related provision balances for federal income taxes. A provision for taxes of the TRSs and of foreign branches of the REIT is included in our consolidated financial statements. The unremitted earnings and basis of certain foreign subsidiaries are indefinitely reinvested, except principally in Canada. Determination of that liability is not practicable. If our plans change in the future or if we elect to repatriate the unremitted earnings of our foreign subsidiaries, we would be subject to additional income taxes which could result in a higher effective tax rate. With respect to the foreign subsidiaries owned directly or indirectly by the REIT or Operating Partnership, any unremitted earnings would not be subject to additional U.S. income tax because the REIT would distribute 100% of such earnings or would receive a participation exemption. The GILTI provisions of the TCJA impose a tax on the income of certain foreign subsidiaries in excess of a specified return on tangible assets used by the foreign companies. The Company continues to account for the GILTI inclusion as a period cost and thus has not recorded any deferred tax liability associated with GILTI. There was no material taxable deemed dividend estimated or recorded for the Company for 2023, 2022 and 2021. Following is a summary of the income from continuing operations before income taxes in the U.S. and foreign operations: 2023 2022 2021 Income/(loss) from continuing operations before income taxes (In thousands) U.S. $ ( 35,662 ) $ 37,040 $ ( 8,046 ) Foreign ( 292,427 ) ( 66,968 ) ( 22,551 ) Total Pre-tax book income/(loss) from continuing operations before income taxes $ ( 328,089 ) $ ( 29,928 ) $ ( 30,597 ) The benefit (expense) for income taxes from continuing operations for the years ended December 31, 2023, 2022 and 2021 is as follows: 2023 2022 2021 (In thousands) Current U.S. federal $ ( 9 ) $ 290 $ 38 State ( 3,318 ) ( 620 ) ( 236 ) Foreign ( 5,181 ) ( 3,395 ) ( 7,380 ) Total current portion ( 8,508 ) ( 3,725 ) ( 7,578 ) Deferred U.S. federal ( 1,264 ) ( 3,895 ) 5,884 State 347 360 1,220 Foreign 11,698 26,096 2,043 Total deferred portion 10,781 22,561 9,147 Total income tax benefit from continuing operations $ 2,273 $ 18,836 $ 1,569 Income tax benefit attributable to income from continuing operations before income taxes differs from the F-50 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) amounts computed by applying the U.S. statutory federal income tax rate of 21% to income from continuing operations before income taxes. The reconciliation between the statutory rate and reported amount is as follows: 2023 2022 2021 (In thousands) Income tax benefit (expense) from continuing operations at statutory rates $ 68,899 $ 6,285 $ 6,425 Earnings from REIT - not subject to tax ( 6,612 ) 7,742 ( 3,599 ) State income taxes, net of federal income tax benefit ( 2,616 ) ( 524 ) ( 836 ) Foreign income taxed at different rates 11,432 1,296 ( 983 ) Change in valuation allowance ( 10,619 ) 1,307 6,198 Goodwill Impairment ( 57,436 ) Non-deductible expenses ( 1,243 ) ( 4,379 ) 4,398 Change in status of investment — 6,503 — Change in enacted tax rate — — ( 11,802 ) Other 468 606 1,768 Total $ 2,273 $ 18,836 $ 1,569 The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities as of December 31, 2023 and 2022 are as follows: 2023 2022 (In thousands) Deferred tax assets: Net operating loss and credits carryforwards $ 74,439 $ 54,372 Accrued expenses 34,125 33,404 Share-based compensation 2,890 3,192 Lease obligations 15,155 21,552 Other assets 3,909 1,680 Total gross deferred tax assets 130,518 114,200 Less: valuation allowance ( 10,895 ) ( 84 ) Total net deferred tax assets 119,623 114,116 Deferred tax liabilities: Intangible assets and goodwill ( 76,860 ) ( 74,541 ) Property, buildings and equipment ( 157,659 ) ( 145,936 ) Lease right-of-use assets ( 15,646 ) ( 21,811 ) Other liabilities ( 4,789 ) ( 5,889 ) Total gross deferred tax liabilities ( 254,954 ) ( 248,177 ) Net deferred tax liability $ ( 135,331 ) $ ( 134,061 ) As of December 31, 2023, the U.S. TRS has gross U.S. federal net operating loss carryforwards of approximately $ 57.7 million, of which $ 11.5 million was generated prior to 2018 and will expire between 2033 and 2036. The remaining $ 46.2 million in losses have no expiration, but can only be used to offset up to 80% of future taxable income annually. These losses are subject to an annual limitation under IRC section 382 as a result of our IPO and a subsequent ownership change that occurred in March of 2019; however, the limitation should not impair the Company’s ability to utilize the losses. The Company has $ 79.5 million in REIT U.S. federal net operating loss carryforwards which were obtained through acquisitions. These losses are also subject to an annual limitation under IRC section 382; no deferred tax value has been recorded as they can only be used to reduce required distributions to stockholders, of which none has been used for this purpose. The Company has gross state net operating loss carryforwards of approximately $ 43.3 million from its TRSs, of which $ 33.7 million will expire at various times between 2024 and 2043. The remaining $ 9.6 million was generated after 2017 and have no expiration. F-51 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) The Company has gross foreign net operating loss carryforwards of approximately $ 127.9 million, of which $ 37.7 million will expire at various times between 2023 and 2041. The remaining $ 90.2 million can be carried forward indefinitely. Annually we consider whether it is more-likely-than-not that the deferred tax assets will be realized. In making this assessment, we consider recent operating results, the expected scheduled reversal of deferred tax liabilities, projected future taxable benefits and tax planning strategies. The Company’s policy is to accrue for interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2023, the Company is generally no longer subject to U.S. federal, state, local, or foreign examinations by tax authorities for years before 2018. However, for U.S. income tax purposes, the 2012, 2013, and 2016 remain open, to the extent that net operating losses were generated in those years and continue to be subject to adjustments from taxing authorities in the tax year they are utilized. 16. Employee Benefit Plans Defined Benefit Pension and Post-Retirement Plans The Company has defined benefit pension plans that cover certain union and nonunion associates in the U.S. Benefits under these plans are based either on years of credited service and compensation during the years preceding retirement or on years of credited service and established monthly benefit levels. The Company also has a post-retirement plan that provides life insurance coverage to eligible retired associates (collectively, with the defined benefit plans, the U.S. Plans). The Company froze benefit accruals for the U.S. Plans for nonunion associates effective April 1, 2005, and these associates no longer earn additional pension benefits. The Company also has a defined benefit plan that covers certain associates in Australia and is referenced as the ‘Superannuation P lan’ and two defined benefit plans that cover certain associates in Austria resulting from the Agro acquisition which are referenced as the ‘Austria Plans’. The Company uses a December 31 measurement date for each plan. During 2023, the Company terminated the Americold Retirement Income Plan (“ARIP”), which resulted in the recognition of a settlement loss of $ 2.5 million. Refer to Note 1 -Description of the Business of the Consolidated Financial Statements for additional information. F-52 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) Actuarial information regarding these plans is as follows: 2023 Americold Retirement Income Plan National Service-Related Pension Plan (NSRPP) Other Post-Retirement Benefits (OPRB) Superannuation Austria Plans Total Change in benefit obligation: (In thousands) Benefit obligation – January 1, 2023 $ ( 33,811 ) $ ( 26,604 ) $ ( 493 ) $ ( 1,268 ) $ ( 2,421 ) $ ( 64,597 ) Service cost — — — ( 48 ) ( 102 ) ( 150 ) Interest cost ( 1,603 ) ( 1,322 ) ( 21 ) ( 64 ) ( 84 ) ( 3,094 ) Actuarial (loss) gain ( 1,199 ) ( 474 ) 11 ( 209 ) 130 ( 1,741 ) Benefits paid 1,487 1,262 — 48 44 2,841 Plan participants’ contributions — — — ( 18 ) — ( 18 ) Foreign currency translation loss — — — — ( 76 ) ( 76 ) Effect of settlement 35,126 — — — — 35,126 Benefit obligation – end of year — ( 27,138 ) ( 503 ) ( 1,559 ) ( 2,509 ) ( 31,709 ) Change in plan assets: Fair value of plan assets – January 1, 2023 34,992 26,999 — 1,508 1,143 64,642 Actual return on plan assets 403 1,629 — 335 ( 21 ) 2,346 Employer contributions 1,216 — — — 115 1,331 Benefits paid ( 1,486 ) ( 1,263 ) — ( 103 ) — ( 2,852 ) Effect of settlement ( 35,125 ) — — — — ( 35,125 ) Plan participants’ contributions — — — 47 — 47 Foreign currency translation (loss) gain — — — ( 154 ) 77 ( 77 ) Fair value of plan assets – end of year — 27,365 — 1,633 1,314 30,312 Funded status $ — $ 227 $ ( 503 ) $ 74 $ ( 1,195 ) $ ( 1,397 ) Amounts recognized on the consolidated balance sheet as of December 31, 2023: Pension and post-retirement asset (liability) $ — $ 227 $ ( 503 ) $ 74 $ ( 1,195 ) $ ( 1,397 ) Accumulated other comprehensive (loss) income 3,699 ( 267 ) ( 68 ) 93 ( 142 ) 3,315 Amounts in accumulated other comprehensive loss consist of: Net loss (gain) $ 3,699 $ ( 267 ) $ ( 68 ) $ 93 $ ( 142 ) $ 3,315 Prior service cost $ — $ — $ — $ — $ — $ — Other changes in plan assets and benefit obligations recognized in other comprehensive loss (income): Net loss (gain) $ 1,880 $ 199 $ ( 8 ) $ 121 $ ( 130 ) $ 2,062 Amortization of net (gain) loss ( 646 ) 77 2 — ( 14 ) ( 581 ) Amount recognized due to settlement ( 2,152 ) — — — ( 2,152 ) Foreign currency translation gain — — — ( 35 ) — ( 35 ) Effect of tax 3,005 — — — — 3,005 Total recognized in other comprehensive (income) loss $ 2,087 $ 276 $ ( 6 ) $ 86 $ ( 144 ) $ 2,299 Information for plans with accumulated benefit obligation in excess of plan assets: Projected benefit obligation N/A N/A $ 503 $ 1,559 $ 2,509 $ 4,571 Accumulated benefit obligation N/A N/A $ 504 $ 1,412 $ 2,215 $ 4,131 Fair value of plan assets N/A N/A $ — $ 1,633 $ 1,312 $ 2,945 F-53 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) 2022 Retirement Income Plan National Service-Related Pension Plan Other Post-Retirement Benefits Superannuation Austria Plans Total Change in benefit obligation: (In thousands) Benefit obligation – January 1, 2022 $ ( 43,693 ) $ ( 36,421 ) $ ( 629 ) $ ( 1,347 ) $ ( 2,602 ) $ ( 84,692 ) Service cost — — — ( 47 ) ( 97 ) ( 144 ) Interest cost ( 1,025 ) ( 990 ) ( 11 ) ( 31 ) ( 22 ) ( 2,079 ) Actuarial gain (loss) 6,830 9,597 55 76 ( 37 ) 16,521 Benefits paid 1,257 1,210 — 15 120 2,602 Plan participants’ contributions — — — ( 18 ) — ( 18 ) Foreign currency translation gain — — — 84 217 301 Effect of settlement 2,820 — 92 — — 2,912 Benefit obligation – end of year ( 33,811 ) ( 26,604 ) ( 493 ) ( 1,268 ) ( 2,421 ) ( 64,597 ) Change in plan assets: Fair value of plan assets – January 1, 2022 46,878 34,603 — 1,654 1,148 84,283 Actual return on plan assets ( 7,809 ) ( 6,394 ) — ( 124 ) ( 19 ) ( 14,346 ) Employer contributions — — 92 — 62 154 Benefits paid ( 1,257 ) ( 1,210 ) — ( 33 ) — ( 2,500 ) Effect of settlement ( 2,820 ) — ( 92 ) — — ( 2,912 ) Plan participants’ contributions — — — 38 — 38 Foreign currency translation gain — — — ( 27 ) ( 48 ) ( 75 ) Fair value of plan assets – end of year 34,992 26,999 — 1,508 1,143 64,642 Funded status $ 1,181 $ 395 $ ( 493 ) $ 240 $ ( 1,278 ) $ 45 Amounts recognized on the consolidated balance sheet as of December 31, 2022: Pension and post-retirement asset (liability) $ 1,181 $ 395 $ ( 493 ) $ 240 $ ( 1,278 ) $ 45 Accumulated other comprehensive loss (income) 3,826 ( 474 ) ( 59 ) ( 32 ) 47 3,308 Amounts in accumulated other comprehensive loss consist of: Net loss $ 3,826 $ ( 474 ) $ ( 59 ) $ ( 32 ) $ 47 $ 3,308 Prior service cost — — — — — — Other changes in plan assets and benefit obligations recognized in other comprehensive loss (income): Net loss (gain) $ 3,680 $ ( 1,070 ) $ ( 147 ) $ 58 $ 47 $ 2,568 Amortization of net (gain) loss ( 101 ) ( 117 ) — — 13 ( 205 ) Amortization of prior service cost — — — ( 21 ) — ( 21 ) Amount recognized due to settlement ( 319 ) 11 — — ( 308 ) Foreign currency translation loss — — — ( 5 ) — ( 5 ) Effect of tax 150 197 — — — 347 Total recognized in other comprehensive loss (income) $ 3,410 $ ( 990 ) $ ( 136 ) $ 32 $ 60 $ 2,376 Information for plans with accumulated benefit obligation in excess of plan assets: Projected benefit obligation N/A N/A $ 493 $ 1,268 $ 2,421 $ 4,182 Accumulated benefit obligation N/A N/A $ 493 $ 1,208 $ 2,107 $ 3,808 Fair value of plan assets N/A N/A $ — $ 1,508 $ 1,143 $ 2,651 F-54 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) The components of net period benefit cost for the years ended December 31, 2023, 2022 and 2021 are as follows: December 31, 2023 Retirement Income Plan NSRPP OPRB Superannuation Austria Plans Total Components of net periodic benefit cost: (In thousands) Service cost $ — $ — $ — $ 48 $ 102 $ 150 Interest cost 1,603 1,322 21 64 84 3,094 Expected return on plan assets ( 1,120 ) ( 1,285 ) — ( 69 ) — ( 2,474 ) Amortization of net loss (gain) 646 ( 77 ) ( 2 ) — 14 581 Effect of settlement 2,152 — — — — 2,152 Net pension benefit cost (income) $ 3,281 $ ( 40 ) $ 19 $ 43 $ 200 $ 3,503 December 31, 2022 Retirement Income Plan NSRPP OPRB Superannuation Austria Plans Total Components of net periodic benefit cost: (In thousands) Service cost $ — $ — $ — $ 47 $ 97 144 Interest cost 1,025 990 11 31 22 2,079 Expected return on plan assets ( 2,702 ) ( 2,094 ) — ( 77 ) — ( 4,873 ) Amortization of net loss 101 117 — — ( 13 ) 205 Amortization of prior service cost — — — 21 — 21 Effect of settlement 319 — ( 11 ) — — 308 Net pension benefit (income) cost $ ( 1,257 ) $ ( 987 ) $ — $ 22 $ 106 $ ( 2,116 ) December 31, 2021 Retirement Income Plan NSRPP OPRB Superannuation Austria Plans Total Components of net periodic benefit cost: (In thousands) Service cost $ — $ — $ — $ 59 $ 107 166 Interest cost 947 936 8 19 18 1,928 Expected return on plan assets ( 2,384 ) ( 1,710 ) — ( 74 ) — ( 4,168 ) Amortization of net loss 873 651 — — — 1,524 Amortization of prior service cost — — — 30 — 30 Effect of settlement 24 — — — — 24 Net pension benefit (income) cost $ ( 540 ) $ ( 123 ) $ 8 $ 34 $ 125 $ ( 496 ) The service cost component of defined benefit pension cost and postretirement benefit cost are presented in “Selling, general, and administrative”, and the effect of settlement of the Americold Retirement Income Plan (the “ARIP”) is reflected in the “Acquisition, cyber incident, and other, net”, and all other components of net period benefit cost are presented in “Other, net” on the Consolidated Statements of Operations. The Company recognizes all changes in the fair value of plan assets and net actuarial gains or losses at December 31 each year. Prior service costs and gains/losses are amortized based on a straight-line method over the average future service of members that are expected to receive benefits. F-55 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) All actuarial gains/losses are exposed to amortization over an average future service period of 5.7 years for the National Service-Related Pension Plan, 3.8 years for Other Post-Retirement Benefits, 7.5 years for Superannuation, and 5.7 years for Austria Plans as of December 31, 2023. The weighted average assumptions used to determine benefit obligations and net period benefit costs for the years ended December 31, 2023, 2022 and 2021 are as follows: December 31, 2023 Retirement Income Plan NSRPP OPRB Superannuation Austria Plans Weighted-average assumptions used to determine obligations (balance sheet): Discount rate N/A 4.90 % 4.57 % 5.25 % 3.41 % Rate of compensation increase N/A N/A N/A 3.00 % 3.00 % Weighted-average assumptions used to determine net periodic benefit cost (statement of operations): Discount rate N/A 5.11 % 4.81 % 5.40 % 3.78 % Expected return on plan assets N/A 5.50 % N/A 5.00 % N/A Rate of compensation increase N/A N/A N/A 2.50 % N/A December 31, 2022 Retirement Income Plan NSRPP OPRB Superannuation Austria Plans Weighted-average assumptions used to determine obligations (balance sheet): Discount rate 5.02 % 5.11 % 4.81 % 5.40 % 3.78 % Rate of compensation increase N/A N/A N/A 2.50 % 3.00 % Weighted-average assumptions used to determine net periodic benefit cost (statement of operations): Discount rate 2.49 % 2.77 % 1.95 % 2.55 % 0.94 % Expected return on plan assets 6.50 % 6.50 % N/A 5.00 % N/A Rate of compensation increase N/A N/A N/A 2.50 % N/A December 31, 2021 Retirement Income Plan NSRPP OPRB Superannuation Austria Plans Weighted-average assumptions used to determine obligations (balance sheet): Discount rate 2.49 % 2.77 % 1.95 % 2.55 % 0.94 % Rate of compensation increase N/A N/A N/A 2.50 % 2.50 % Weighted-average assumptions used to determine net periodic benefit cost (statement of operations): Discount rate 2.10 % 2.49 % 1.41 % 1.50 % 0.75 % Expected return on plan assets 6.00 % 6.00 % N/A 5.00 % N/A Rate of compensation increase N/A N/A N/A 3.25 % N/A The estimated net loss for the defined benefit plans in the U.S. that will be amortized from accumulated other comprehensive loss into net periodic benefit cost during 2024 is less than $ 0.1 million. There is no estimated prior F-56 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) service cost associated with this plan to be amortized from accumulated other comprehensive income during 2024. There is no estimated net gain for the Superannuation Plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost during 2024. The estimated prior service cost associated with this plan to be amortized from accumulated other comprehensive income during 2024 is nominal. Plan Assets The Company’s overall investment strategy is to achieve a mix of investments for long-term growth and near-term benefit payments. The Company invests in both U.S. and non-U.S. equity securities, fixed-income securities, and real estate. The Austria Plans’ assets are held in an insurance annuity contract, which is determined based on the cash surrender value of the insurance contract, with an independent insurance company. The contract is classified within level 3 of the valuation hierarchy. As of December 31, 2023, approximately 96 % of total plan assets are allocated to fixed-income securities. To develop the assumption for the long-term rate of return on assets, the Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the U.S. Plans’ and Superannuation Plan’s assets, adjusted for expected contributions, distributions, administrative expenses and the effect of periodic rebalancing, consistent with the Company’s investment strategies. For 2024, the Company expects to receive a long-term rate of return of 5.8 % for the NSRPP, and 5.0 % for the Superannuation Plan. All plans are invested to maximize the return on assets while minimizing risk by diversifying across a broad range of asset classes. The fair values of the Company’s pension plan assets by category, are as follow: As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets (In thousands) U.S. equities: Large cap $ — $ 1,207 $ — $ 1,207 Fixed-income securities: Money markets — — — — U.S. bonds (1) 24,564 — — 24,564 Real estate (2) — 1,597 — 1,597 Common/collective trusts — 1,621 — 1,621 Other — — 1,323 1,323 Total assets $ 24,564 $ 4,425 $ 1,323 $ 30,312 F-57 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets (In thousands) U.S. equities: Large cap $ — $ 2,467 $ — $ 2,467 Fixed-income securities: Money markets — 78 — 78 U.S. bonds (1) 46,155 9,273 — 55,428 Non-U.S. bonds (1) — — — — Real estate (2) — 4,018 — 4,018 Common/collective trusts — 1,508 — 1,508 Other — — 1,143 1,143 Total assets $ 46,155 $ 17,344 $ 1,143 $ 64,642 (1) Includes funds either publicly traded (Level 1) or within a separate account (Level 2) held by a regulated investment company. These funds hold primarily debt and fixed-income securities. (2) Includes funds in a separate account held by a regulated investment company that invest primarily in commercial real estate and includes mortgage loans which are backed by the associated properties. The Company can call the investment in these assets with no restrictions. The U.S. Plans’ assets are in commingled funds that are valued using net asset values. The net asset values are based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The pension assets are classified as Level 1 when the net asset values are based on a quoted price in an active market. The pension assets are classified as Level 2 when the net asset value is based on a quoted price on a private market that is not active and the underlying investments are traded on an active market. The Company expects to contribute an immaterial amount to certain plans during 2024 based on the expected funded status of the plans. Estimated Future Benefit Payments The following benefit payments, which reflect expected future services, as appropriate, are expected to be paid for all plans as of December 31, 2023: Years Ending December 31: (In thousands) 2024 $ 2,416 2025 2,004 2026 2,053 2027 2,099 2028 2,004 Thereafter 14,437 $ 25,013 Multi-Employer Plans The Company contributes to a number of multi-employer benefit plans under the terms of collective bargaining agreements that cover union-represented associates. These plans generally provide for retirement, death, and/or termination benefits for eligible associates within the applicable collective bargaining units, based on specific eligibility/participation requirements, vesting periods, and benefit formulas. The risks of participating in these multi-employer plans are different from single-employer plans in the following aspects: F-58 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) • Assets contributed to the multi-employer plan by one employer may be used to provide benefits to associates of other current or former participating employers. • If a participating employer stops contributing to the multi-employer plan without paying its unfunded liability, the unfunded obligations of the plan may be borne by the remaining participating employers. • If the Company chooses to cease participation in a multi-employer plan, such full withdrawal is subject to the payment of any unfunded liability applicable to the Company, referred to as a withdrawal liability. Additionally, such withdrawal is subject to collective bargaining. The table below outlines the Company’s participation in multi-employer pension plans for the periods ended December 31, 2023, 2022 and 2021, and sets forth the contributions into each plan (in thousands). The Company currently participates in certain of these plans in its warehouse segment, and previously on behalf of a customer within its Third-party managed segment. The participation in certain plans related to the Third-party managed agreements were transitioned to a new third-party provider during 2022. Under the terms of the operating agreements, the contributions made to these funds were reimbursed to the Company by the customer as a pass-through cost within Third-party managed revenue. The approximate proportion of contributions to these plans on behalf of the customer is denoted below the table. The “EIN” column provides the Employer Identification Number (“EIN”). The most recent Pension Protection Act Zone Status available in 2022 relates to the plans’ most recent fiscal year-end. The zone status is based on information that we received from the plans’ administrators and is certified by each plan’s actuary. Among other factors, plans certified in the red zone are generally less than 65% funded, plans certified in the orange zone are (i) less than 80% funded and (ii) have an accumulated funding deficiency or are expected to have a deficiency in any of the next six plan years, plans certified in the yellow zone are less than 80% funded, and plans certified in the green zone are at least 80% funded. As of December 31, 2023, for the plans included in the table below with a Zone Status of Yellow, the fund has implemented a financial improvement plan (“FIP”), and for the plans with a Zone Status of Red, the fund has implemented a rehabilitation plan (“RP”). The Company’s collective-bargained contributions satisfy the requirements of all implemented FIPs and RPs and do not currently require the payment of any surcharges. In addition, minimum contributions outside the agreed-upon contractual rate are not required. For the plans detailed in the following table, the expiration dates of the associated collective bargaining agreements range from 2024 through 2027. For all the plans detailed in the following table, the Company has not contributed more than 5% of the total plan contribution for 2023, 2022 and 2021. The Company contributes to multi-employer plans that cover approximately 33 % of union associates as of December 31, 2022. The amounts charged to expense within the Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 were $ 7.2 million, $ 20.9 million and $ 19.1 million, respectively. Projected minimum contributions required for the upcoming fiscal year are approximately $ 7.1 million. F-59 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) Pension Fund EIN Zone Status Americold Contributions 2023 2022 2021 (In thousands) Central Pension Fund of the International Union of Operating Engineers and Participating Employers (2) 36-6052390 Green $ 7 $ 8 $ 6 Central States SE & SW Areas Health and Welfare Pension Plans (1)(6) 36-6044243 Red 3 9,546 9,060 New England Teamsters & Trucking Industry Pension Plan (3) 04-6372430 Red 592 655 529 Alternative New England Teamsters & Trucking Industry Pension Plan 04-6372430 Red 288 326 338 I.U.O.E Stationary Engineers Local 39 Pension Fund (1) 94-6118939 Green 138 181 186 United Food & Commercial Workers International Union Industry Pension Fund (4)(7) 51-6055922 Green — 109 108 Western Conference of Teamsters Pension Fund (1)(7) 91-6145047 Green 2,866 7,586 7,784 Minneapolis Food Distributing Industry Pension Plan (1) 41-6047047 Green 175 136 127 WWEC Local 863 Pension Fund 26-3541447 Yellow 3,127 2,389 967 Total Contributions (5) $ 7,196 $ 20,936 $ 19,105 (1) The status information is for the plans’ year end at December 31, 2023 and 2022. (2) The status information is for the plans’ year end at January 31, 2023 and 2022. (3) The status information is for the plans’ year end at September 30, 2023 and 2022. The Company withdrew from the multi-employer plan on October, 31, 2017. The related liability of $ 7.5 million as of December 31, 2023 is reflected in “Multiemployer pension plan withdrawal liability” on the accompanying Consolidated Balance Sheets and will be repaid over the next 25 years. (4) The status information is for the plans’ year end at June 30, 2023 and 2022. (5) Approximately 70 % of total contributions made during each of the years ended December 31, 2022, and 2021 related to Third-party managed sites that the Company has ceased operating agreements for as of December 31, 2023, and for which it received reimbursement of these costs. As a result of ceasing the operating agreements, the Company will no longer be required to contribute to these Funds related to the former Third-party managed operations. (6) A portion of the Company’s participation in this plan related to Third-party managed sites that the Company no longer manages as of December 31, 2023. (7) As of December 31, 2023, the Company no longer participates in these funds as the Company no longer manages the related Third-party managed sites. Government-Sponsored Plans The Company contributes to certain government-sponsored plans in Australia and Argentina. The amounts charged to expense within the Consolidated Statements of Operations and for the years ended December 31, 2023, 2022 and 2021 were $ 8.3 million, $ 7.7 million and $ 7.3 million, respectively. Defined Contribution Plan The Company has defined contribution employee benefit plans, which cover all eligible associates. The plans also allow contributions by plan participants in accordance with Section 401(k) of the IRC. The Company matches a percentage of each employee’s contributions consistent with the provisions of the plans. The aggregate cost of our contributions to the 401(k) Plan charged to expense within the Consolidated Statements of Operations for each of the years ended December 31, 2023, 2022 and 2021 was $ 11.9 million, $ 11.4 million and $ 9.0 million , respectively. Deferred Compensation The Company has deferred compensation and supplemental retirement plan agreements with certain of its executives. The agreements provide for certain benefits at retirement or disability and also provide for survivor benefits in the event of death of the employee. The Company contribution amounts charged to expense relative to this plan were nominal for the years ended December 31, 2023, 2022 and 2021. F-60 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) 17. Commitments and Contingencies Collective Bargaining Agreements As of December 31, 2023, worldwide we employed 14,706 people. As of December 31, 2023, approximately 29 % of our associates were represented by various local labor unions and associations. During 2024, the Company will be renegotiating 20 collective bargaining agreements, which make up approximately 11 % of our employee population. The Company does not anticipate any workplace disruptions during this renegotiation process. April 2023 Cyber Incident On April 26, 2023, the Company became aware of a Cyber Incident which is further described in Note 1 - Description of the Business . As a result of the Cyber Incident, the Company has received claims for reimbursement from a number of customers pursuant to the terms of the contracts between each of those customers and the Company. A s of December 31, 2023 , the Company recorded an accrual of $ 5.2 million. This represents management’s best estimate of the amount of loss related to such claims based on its evaluation of the relevant contract terms and other relevant facts and circumstances. Legal Proceedings In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company and its legal counsel evaluate the merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency suggests that a loss is probable, and the amount can be reasonably estimated, then a loss is recorded. In addition to the matters discussed below, the Company may be subject to litigation and claims arising from the ordinary course of business. In the opinion of management, after consultation with legal counsel, the outcome of such matters is not expected to have a material impact on the Company’s financial condition, results of operations, or cash flows. Preferred Freezer Services, LLC Litigation On February 11, 2019, Preferred Freezer Services, LLC (“PFS”) moved by Order to Show Cause in the Supreme Court of the State of New York, New York County, asserting breach of contract and other claims against the Company and seeking to preliminarily enjoin the Company from acting to acquire certain properties leased by PFS. In its complaint and request for preliminary injunctive relief, PFS alleged that the Company breached a confidentiality agreement entered into in connection with the Company’s participation in a bidding process for the sale of PFS by contacting PFS’s landlords and by using confidential PFS information in bidding for the properties leased by PFS (the “PFS Action”). PFS’s request for a preliminary injunction was denied after oral argument on February 26, 2019. On March 1, 2019, PFS filed an application for interim injunctive relief from the Appellate Division of the Supreme Court, First Judicial Department (“the First Department”). On April 2, 2019, while its application to the First Department was pending, PFS voluntarily dismissed its state court action, and First Department application, and re-filed substantially the same claims against the Company in the U.S. District Court for the Southern District of New York. In addition to an order enjoining Americold from making offers to purchase the properties leased by PFS, PFS sought compensatory, consequential and/or punitive F-61 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) damages. The Company filed a motion to require PFS to reimburse the Company for its legal fees it incurred for the state court action before PFS is allowed to proceed in the federal court action. On February 18, 2020, the Court granted Americold’s request for an award of legal fees from PFS but declined to stay the case pending payment of that award. As to the amount of the award, the Company and PFS have entered into a stipulation that PFS will pay Americold $ 0.6 million to reimburse the Company for its legal fees upon conclusion of the case. PFS has since amended its complaint, and Americold has filed a motion to dismiss that amended complaint. The Company denies the allegations and believes PFS’s claims are without merit and intends to vigorously defend itself against the allegations. Given the status of the proceedings to date, a liability cannot be reasonably estimated. The Company believes the ultimate outcome of this matter will not have a material adverse impact on its consolidated financial statements. Environmental Matters The Company is subject to a wide range of environmental laws and regulations in each of the locations in which the Company operates. Compliance with these requirements can involve significant capital and operating costs. Failure to comply with these requirements can result in civil or criminal fines or sanctions, claims for environmental damages, remediation obligations, the revocation of environmental permits, or restrictions on the Company’s operations. The Company records accruals for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. The Company adjusts these accruals periodically as assessment and remediation efforts progress or as additional technical or legal information become available. The Company recorded nominal environmental liabilities in accounts payable and accrued expenses as of December 31, 2023 and 2022. The Company believes it is in compliance with applicable environmental regulations in all material respects. Under various U.S. federal, state, and local environmental laws, a current or previous owner or operator of real estate may be liable for the entire cost of investigating, removing, and/or remediating hazardous or toxic substances on such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the contamination. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for the entire clean-up cost. There are no material unrecorded liabilities as of December 31, 2023, and any liabilities associated with these considerations are considered remote and not estimable. Most of the Company’s warehouses utilize ammonia as a refrigerant. Ammonia is classified as a hazardous chemical regulated by the Environmental Protection Agency, and an accident or significant release of ammonia from a warehouse could result in injuries, loss of life, and property damage. 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 associates with an environment free from hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress, and unsanitary conditions. The cost of complying with OSHA and similar laws enacted by states and other jurisdictions in which we operate can be substantial, and any failure to comply with these regulations could expose us to substantial penalties and potentially to liabilities to associates who may be injured at our 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 substantial compliance with all OSHA regulations and that no material unrecorded liabilities exist as of December 31, 2023 and 2022. Future changes in applicable environmental laws or regulations, or in the interpretation of such laws and regulations, could negatively impact us. F-62 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) 18. Accumulated Other Comprehensive Income (Loss) The Company reports activity in AOCI for foreign currency translation adjustments, including the translation adjustment for investments in partially owned entities, unrealized gains and losses on designated derivatives, and minimum pension liability adjustments (net of tax). The activity in AOCI for the years ended December 31, 2023, 2022 and 2021 is as follows: Years Ended December 31, 2023 2022 2021 (In thousands) Opening accumulated other comprehensive income (loss) $ ( 6,050 ) $ 4,522 $ ( 4,379 ) Pension and other postretirement benefits: Balance at beginning of period, net of tax $ 2,682 $ 5,058 $ ( 3,271 ) (Loss) gain arising during the period ( 2,299 ) ( 2,397 ) 6,821 Amortization of prior service cost (1) — 21 1,508 Balance at end of period, net of tax 383 2,682 5,058 Foreign currency translation adjustments: Balance at beginning of period, net of tax $ ( 26,650 ) $ ( 3,136 ) $ 3,179 Cumulative translation adjustment 26,956 ( 90,482 ) ( 6,315 ) Derecognition of cumulative foreign currency translation upon deconsolidation of entity contributed to a joint venture — 4,970 — Derivative net investment hedges ( 31,893 ) 61,998 — Balance at end of period, net of tax ( 31,587 ) ( 26,650 ) ( 3,136 ) Designated derivatives: Balance at beginning of period, net of tax 17,918 $ 2,600 $ ( 4,287 ) Cash flow hedge derivatives 8,532 21,505 11,626 Net amount reclassified from AOCI to net loss ( 11,886 ) ( 6,187 ) ( 4,739 ) Balance at end of period, net of tax 14,564 17,918 2,600 Closing accumulated other comprehensive (loss) income $ ( 16,640 ) $ ( 6,050 ) $ 4,522 (1) Amounts reclassified from AOCI for pension liabilities are recognized in “Selling, general and administrative” in the accompanying consolidated statements of operations. 19. Geographic Concentrations The following table provides geographic information for the Company’s total revenues for the years ended December 31, 2023, 2022 and 2021, and total assets as of December 31, 2023 and 2022: Total Revenues Total Assets 2023 2022 2021 2023 2022 (In thousands) North America $ 2,125,459 $ 2,309,496 $ 2,092,046 $ 6,369,346 $ 6,366,012 Europe 264,623 325,714 321,705 926,920 1,157,723 Asia-Pacific 267,948 262,126 281,164 533,581 493,518 South America 15,299 17,399 19,875 39,405 87,308 $ 2,673,329 $ 2,914,735 $ 2,714,790 $ 7,869,252 $ 8,104,561 The following table provides long-lived assets by geography for the years ended December 31, 2023 and 2022: F-63 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) Long-Lived Assets 2023 2022 (In thousands) North America $ 5,213,729 $ 4,463,000 Europe 684,201 644,085 Asia-Pacific 418,602 357,169 South America 35,963 82,798 $ 6,352,495 $ 5,547,052 20. Segment Information Our principal operations are organized into three reportable segments: Warehouse, Transportation, and Third-party managed. • Warehouse. Our core business is our warehouse segment, where we provide temperature-controlled warehouse storage and related handling and other warehouse services. We collect rent and storage fees to store customer’s frozen and perishable food and other products. Our handling services optimize our customer’s product movement through the cold chain, including placement, case-picking, blast freezing, e-commerce fulfillment, and other recurring handling services. • Transportation. In our transportation segment, we broker, manage or operate transportation of frozen and perishable food and other products for our customers. Our services include consolidation ( i.e. , combining products for efficient shipment), freight under management services ( i.e. , arranging and overseeing transportation of customer inventory) and dedicated transportation, each designed to improve efficiency and reduce transportation and logistics costs to our customers. • Third party managed. Under our third-party managed segment, we manage warehouses on behalf of third parties and provide warehouse management services to leading food manufacturers and retailers in their owned facilities. We believe using our third-party management services allows our customers to increase efficiency, lower costs, reduce supply-chain risks and focus on their core businesses. During the fourth quarter of 2022, we strategically transitioned the management of our largest Third-party managed customer’s warehouses to a new third-party provider, and our operations ceased. As part of this transition, we agreed to continue to process certain costs for this customer for a period of time, and will continue to receive reimbursement for all such costs. The accounting polices used in the preparation of our reportable segments financial information are the same as those used in the preparation of its consolidated financial statements. Our chief operating decision maker uses revenues and segment contribution to evaluate segment performance. Segment contribution is calculated as earnings before interest expense, taxes, depreciation and amortization, and excluding corporate Selling, general, and administrative expense; Acquisition, cyber incident, and other, net; Impairment of indefinite and long-lived assets; gain or loss on sale of real estate and all components of non-operating other income and expense. Selling, general and administrative functions support all the business segments. Therefore, the related expense is not allocated to segments as the chief operating decision maker does not use it to evaluate segment performance. F-64 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) Segment contribution is not a measurement of financial performance under U.S. GAAP and should not be considered an alternative to operating income.The company has not disclosed assets by reportable segments, as asset information is not used by our chief operating decision maker to facilitate resource allocations. The following table presents segment revenues and contributions with a reconciliation to Loss from continuing operations before income taxes for the years ended December 31, 2023, 2022 and 2021: Years Ended December 31, 2023 2022 2021 (In thousands) Segment revenues: Warehouse 2,391,089 2,302,971 2,085,387 Transportation 239,670 313,358 312,092 Third-party managed 42,570 298,406 317,311 Total revenues 2,673,329 2,914,735 2,714,790 Segment contribution: Warehouse 722,603 636,232 586,436 Transportation 42,040 47,402 29,376 Third-party managed 5,929 12,329 13,964 Total segment contribution 770,572 695,963 629,776 Depreciation and amortization ( 353,743 ) ( 331,446 ) ( 319,840 ) Selling, general, and administrative ( 226,786 ) ( 231,067 ) ( 182,076 ) Acquisition, cyber incident, and other, net ( 64,087 ) ( 32,511 ) ( 51,578 ) Impairment of indefinite and long-lived assets ( 236,515 ) ( 7,380 ) ( 3,312 ) Gain (loss) on sale of real estate 2,254 ( 5,689 ) — Interest expense ( 140,107 ) ( 116,127 ) ( 99,177 ) Loss on debt extinguishment, modifications and termination of derivative instruments ( 2,482 ) ( 3,217 ) ( 5,689 ) Loss from investments in partially owned entities ( 1,442 ) ( 918 ) ( 723 ) Impairment of related party loan receivable ( 21,972 ) — — Loss on put option ( 56,576 ) — — Other, net 2,795 2,464 2,022 Loss from continuing operations before income taxes $ ( 328,089 ) $ ( 29,928 ) $ ( 30,597 ) 21. Loss/Earnings per Common Share Basic and diluted earnings per common share are calculated by dividing the net income or loss attributable to common stockholders by the basic and diluted weighted-average number of common shares outstanding in the period, respectively, using the allocation method prescribed by the two-class method. The Company applies this method to compute earnings per share because it distributes non-forfeitable dividend equivalents on restricted stock units and OP units granted to certain associates and non-employee directors who have the right to participate in the distribution of common dividends while the restricted stock units and OP units are unvested. F-65 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) The computation of (loss) earnings per share assuming dilution includes the dilutive effect of stock options, RSUs, and forward sale agreements as determined under the treasury stock method, unless the inclusion of such awards would be anti-dilutive. The shares issuable upon settlement of forward sale agreements are reflected in the diluted earnings per share calculations using the treasury stock method. Under this method, the number of the Company’s common shares used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of common shares that would be issued upon full physical settlement of the forward sale agreements over the number of common shares that could be purchased by the Company in the market (based on the average market price during the period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sale price at the end of the reporting period). If and when the Company physically or net share settles the forward sale agreements, the delivery of common shares would result in an increase in the number of shares outstanding and dilution to earnings per share. A reconciliation of the basic and diluted weighted-average number of common shares outstanding for the years ended December 31, 2023, 2022 and 2021 is as follows: Year ended December 31, 2023 2022 2021 (In thousands) Weighted average common shares outstanding – basic 275,773 269,565 259,056 Weighted average common shares outstanding – diluted 275,773 269,565 259,056 For the years ended December 31, 2023, December 31, 2022, and December 31, 2021, potential common shares under the treasury stock method and the if-converted method were antidilutive because the Company reported a net loss. Consequently, the Company did not have any adjustments in this period between basic and diluted loss per share related to share-based awards and equity forward contracts. The table below presents the number of antidilutive potential common shares that are not considered in the calculation of diluted loss per share: Year ended December 31, 2023 2022 2021 (In thousands) Employee stock options 83 163 301 Restricted stock units 406 1,549 1,009 OP units 254 769 453 Equity forward contracts — — 3,285 743 2,481 5,048 22. Revenue from Contracts with Customers Disaggregated Revenue The following tables represent a disaggregation of revenue from contracts with customers for the years ended December 31, 2023, 2022 and 2021 by segment and geographic region: F-66 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) December 31, 2023 North America Europe Asia-Pacific South America Total (In thousands) Warehouse rent and storage $ 889,285 $ 81,176 $ 71,438 $ 7,758 $ 1,049,657 Warehouse services (1) 1,046,910 100,966 136,496 4,975 1,289,347 Transportation 125,755 76,631 34,718 2,566 239,670 Third-party managed 19,837 — 22,733 — 42,570 Total revenues (2) 2,081,787 258,773 265,385 15,299 2,621,244 Lease revenue (3) 43,672 5,850 2,563 — 52,085 Total revenue $ 2,125,459 $ 264,623 $ 267,948 $ 15,299 $ 2,673,329 December 31, 2022 North America Europe Asia-Pacific South America Total (In thousands) Warehouse rent and storage $ 800,763 $ 77,017 $ 67,622 $ 9,587 $ 954,989 Warehouse services (1) 1,038,145 118,152 141,557 5,729 1,303,583 Transportation 154,669 125,055 31,551 2,083 313,358 Third-party managed 277,010 — 21,396 — 298,406 Total revenues (2) 2,270,587 320,224 262,126 17,399 2,870,336 Lease revenue (3) 38,909 5,490 — — 44,399 Total revenue $ 2,309,496 $ 325,714 $ 262,126 $ 17,399 $ 2,914,735 December 31, 2021 North America Europe Asia-Pacific South America Total (In thousands) Warehouse rent and storage $ 691,174 $ 69,997 $ 64,469 $ 11,911 $ 837,551 Warehouse services (1) 919,692 110,517 172,701 6,324 1,209,234 Transportation 152,826 135,065 22,561 1,640 312,092 Third-party managed 295,878 — 21,433 — 317,311 Total revenues (2) 2,059,570 315,579 281,164 19,875 2,676,188 Lease revenue (3) 32,476 6,126 — — 38,602 Total revenue 2,092,046 321,705 281,164 19,875 2,714,790 (1) Warehouse services revenue includes sales of product that Americold purchases on the spot market, repackages, and sells to customers. Such revenues totaled less than $ 10.9 million , $ 13.1 million and $ 13.5 million for the year ended December 31, 2023, 2022 and 2021 , respectively. (2) Revenues are within the scope of ASC 606: Revenue From Contracts With Customers. Elements of contracts or arrangements that are in the scope of other standards (e.g., leases) are separated and accounted for under those standards. (3) Revenues are within the scope of ASC 842: Leases . Performance Obligations Substantially all our revenue for warehouse storage and handling services, and management and incentive fees earned under third-party managed and other contracts is recognized over time as the customer benefits equally throughout the period until the contractual term expires. Typically, revenue is recognized over time using an output measure (e.g. passage of time). Revenue is recognized at a point in time upon delivery when the customer typically obtains control, for most accessorial services, transportation services and reimbursed costs. F-67 Americold Realty Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) For arrangements containing non-cancellable contract terms, any variable consideration related to storage renewals or incremental handling charges above stated minimums are 100 % constrained and not included in aggregate amount of the transaction price allocated to the unsatisfied performance obligations disclosed below, given the degree in difficulty in estimation. Payment terms are generally 0 - 30 days upon billing, which is typically monthly, either in advance or subsequent to the performance of services. The same payment terms typically apply for arrangements containing variable consideration. The Company has no material warranties or obligations for allowances, refunds or other similar obligations. At December 31, 2023, the Company had $ 1.4 billion of remaining unsatisfied performance obligations from contracts with customers subject to a non-cancellable term and within contracts that have an original expected duration exceeding one year. These obligations also do not include variable consideration beyond the non-cancellable term, which due to the inability to quantify by estimate, is fully constrained. The Company expects to recognize approximately 19 % of these remaining performance obligations as revenue in 2024, and the remaining 81 % to be recognized over a weighted average period of 15.2 years through 2042. Contract Balances The timing of revenue recognition, billings and cash collections results in accounts receivable (contract assets), and unearned revenue (contract liabilities) on the accompanying Consolidated Balance Sheets. Generally, billing occurs monthly, subsequent to revenue recognition, resulting in contract assets. However, the Company may bill and receive advances or deposits from customers, particularly on storage and handling services, before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the accompanying Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. Changes in the contract asset and liability balances during the year ended December 31, 2023, were not materially impacted by any other factors. Receivables balances related to contracts with customers accounted for under ASC 606 were $ 420.2 million and $ 421.1 million at December 31, 2023 and 2022, respectively. All other trade receivable balances relate to contracts accounted for under ASC 842. Balances in unearned revenue related to contracts with customers were $ 28.4 million and $ 32.0 million at December 31, 2023 and 2022, respectively. Substantially all revenue that was included in the contract liability balances at the beginning of 2022 and 2021 has been recognized as of December 31, 2023 and 2022, respectively, and represents revenue from the satisfaction of monthly storage and handling services with average inventory turns of approximately 30 days. F-68 Americold Realty Trust, Inc. and Subsidiaries Schedule III – Real Estate and Accumulated Depreciation December 31, 2023 (In thousands of U.S. dollars, as applicable and unless noted) Initial Costs Gross amount at which carried as of December 31, 2023 Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total (4) Accumulated Depreciation (1) (6) (5) Date of Construction Date of Acquisition US 401 Kentile, NJ 1 $ — $ 6,251 $ 21,644 201 $ 6,254 $ 21,842 $ 28,096 $ ( 1,976 ) 2014 2020 501 Kentile, NJ 1 — 6,440 46,094 1,501 7,585 46,450 54,035 ( 4,788 ) 1989 2020 601 Kentile, NJ 1 — 8,160 47,277 1,313 8,160 48,590 56,750 ( 4,504 ) 1999 2020 Albertville, AL 1 — 1,251 12,385 1,878 1,381 14,133 15,514 ( 7,377 ) 1993 2008 Allentown, PA 2 — 5,780 47,807 9,672 6,901 56,358 63,259 ( 30,452 ) 1976 2008 Amarillo, TX 1 — 871 4,473 1,715 942 6,117 7,059 ( 3,383 ) 1973 2008 Anaheim, CA 1 — 9,509 16,810 4,614 9,534 21,399 30,933 ( 11,944 ) 1965 2009 Appleton, WI 1 — 200 5,022 12,048 916 16,354 17,270 ( 6,807 ) 1989 2009 Atlanta - East Point, GA 1 — 1,884 3,621 4,106 2,101 7,510 9,611 ( 4,383 ) 1959 2016 Atlanta - Empire, GA 1 — 1,610 11,866 703 1,610 12,569 14,179 ( 1,808 ) 1959 2020 Atlanta - Gateway, GA 2 — 3,271 35,226 48,580 5,045 82,032 87,077 ( 14,334 ) 1972, 2022, 2023 2008 Atlanta - Lakewood, GA 1 — 4,297 3,369 ( 1,013 ) 639 6,014 6,653 ( 3,089 ) 1963 2008 Atlanta - Pleasantdale, GA 1 — 11,960 70,814 1,280 12,029 72,025 84,054 ( 8,773 ) 1963 2020 Atlanta - Skygate, GA 1 — 1,851 12,731 2,905 2,417 15,070 17,487 ( 6,223 ) 2001 2008 Atlanta - Southgate, GA 1 — 1,623 17,652 4,852 2,646 21,481 24,127 ( 9,434 ) 1996 2008 Atlanta - Tradewater, GA 1 — — 36,966 11,029 8,430 39,565 47,995 ( 14,160 ) 2004 2008 Atlanta - Westgate, GA 1 — 2,270 24,659 1,381 3,254 25,056 28,310 ( 13,472 ) 1990 2008 Atlanta, GA - Corporate — — — 362 33,944 34,306 34,306 ( 11,044 ) 1999/2014 2008 Augusta, GA 1 — 2,678 1,943 1,543 2,843 3,321 6,164 ( 2,191 ) 1971 2008 Babcock, WI 1 — 852 8,916 344 903 9,209 10,112 ( 3,878 ) 1999 2008 Belvidere-Imron, IL 1 — 2,000 11,989 4,678 2,413 16,254 18,667 ( 8,594 ) 1991 2009 Belvidere-Landmark, IL (Cross Dock) 1 — 1 2,117 2,163 3 4,278 4,281 ( 4,084 ) 1991 2009 Benson, NC 1 — 3,660 35,825 188 3,660 36,013 39,673 ( 6,019 ) 1997 2019 Benson Hodges, NC 1 — 1,198 1,292 10 2,480 2,490 ( 434 ) 1985 2020 Birmingham, AL 1 — 1,002 957 2,698 1,282 3,375 4,657 ( 1,562 ) 1963 2008 Brea, CA 1 — 4,645 5,891 1,169 4,776 6,929 11,705 ( 3,700 ) 1975 2009 Bridgewater, NJ 1 — 6,350 13,472 294 6,504 13,612 20,116 ( 1,538 ) 1979 2020 Brighton (Denver 2), CO 1 — 3,933 33,913 987 3,936 34,897 38,833 ( 2,283 ) 2021 2021 Brooklyn Park, MN 1 — 1,600 8,951 1,803 1,600 10,754 12,354 ( 5,920 ) 1986 2009 F-69 Americold Realty Trust, Inc. and Subsidiaries Schedule III – Real Estate and Accumulated Depreciation December 31, 2023 (In thousands of U.S. dollars, as applicable and unless noted) Initial Costs Gross amount at which carried as of December 31, 2023 Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total (4) Accumulated Depreciation (1) (6) (5) Date of Construction Date of Acquisition Burley, ID 2 — — 16,136 5,543 219 21,460 21,679 ( 17,117 ) 1959 2008 Burlington, WA 3 — 694 6,108 2,854 826 8,830 9,656 ( 5,167 ) 1965 2008 Carson, CA 1 — 9,100 13,731 2,186 9,152 15,865 25,017 ( 6,840 ) 2002 2009 Cartersville, GA 1 — 1,500 8,505 1,783 1,611 10,177 11,788 ( 5,247 ) 1996 2009 Carthage Warehouse Dist, MO 1 — 61,445 33,880 9,760 63,033 42,052 105,085 ( 25,782 ) 1972 2008 Chambersburg, PA 1 — 1,368 15,868 669 1,389 16,516 17,905 ( 3,005 ) 1994 2019 Charlotte, NC 1 — — 1,160 425 — 1,585 1,585 ( 316 ) 1988 2020 Chesapeake, VA 1 — 2,740 13,452 20,186 2,993 33,385 36,378 ( 4,939 ) 1991 2019 Chillicothe, MO 1 — 670 44,905 396 670 45,301 45,971 ( 6,871 ) 1999 2019 City of Industry, CA 2 — — 1,455 2,819 257 4,017 4,274 ( 3,536 ) 1962 2009 Clearfield, UT 1 — 2,881 14,945 7,548 2,661 22,713 25,374 ( 11,613 ) 1973 2008 Clearfield 2, UT 1 — 806 21,569 1,376 1,148 22,603 23,751 ( 5,352 ) 2017 2017 Columbia, SC 1 — 768 1,429 1,537 904 2,830 3,734 ( 1,600 ) 1971 2008 Columbus, OH 1 — 2,440 38,939 6,686 2,858 45,207 48,065 ( 6,114 ) 1996 2019 Connell, WA 1 — 497 8,728 1,448 570 10,103 10,673 ( 5,287 ) 1969 2008 Dallas (Catron), TX 1 — 1,468 14,385 14,223 3,380 26,696 30,076 ( 11,381 ) 1994 2009 Delhi, LA 1 — 539 12,228 604 587 12,784 13,371 ( 9,300 ) 2010 2010 Dominguez Hills, CA 1 — 11,149 10,894 3,724 11,162 14,605 25,767 ( 6,825 ) 1989 2009 Douglas, GA 1 — 400 2,080 3,384 401 5,463 5,864 ( 2,353 ) 1969 2009 Dunkirk, NY 1 — 1,465 27,379 468 1,465 27,847 29,312 ( 1,661 ) 2022 2022 Eagan, MN 1 — 6,050 49,441 250 6,050 49,691 55,741 ( 7,606 ) 1964 2019 East Dubuque, IL 1 — 722 13,764 1,084 768 14,802 15,570 ( 6,278 ) 1993 2008 Edison, NJ 1 — — 1,390 1,169 — 2,559 2,559 ( 683 ) 2000 2020 Fairfield, OH 1 — 1,880 20,849 524 1,880 21,373 23,253 ( 3,643 ) 1993 2019 Fairmont, MN 1 — 1,650 13,738 134 1,682 13,840 15,522 ( 2,195 ) 1968 2019 Fairmont City, IL 1 — 2,430 9,087 632 2,451 9,698 12,149 ( 924 ) 1971 2021 Forest, MS 1 — — 733 1,571 10 2,294 2,304 ( 392 ) 1990 2020 Fort Dodge, IA 1 — 1,022 7,162 1,406 1,226 8,364 9,590 ( 4,390 ) 1979 2008 Fort Smith, AR 2 — 308 2,231 2,801 342 4,998 5,340 ( 2,125 ) 1958 2008 F-70 Americold Realty Trust, Inc. and Subsidiaries Schedule III – Real Estate and Accumulated Depreciation December 31, 2023 (In thousands of U.S. dollars, as applicable and unless noted) Initial Costs Gross amount at which carried as of December 31, 2023 Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total (4) Accumulated Depreciation (1) (6) (5) Date of Construction Date of Acquisition Fort Smith (Hwy 45), AR CL 1 — 2,245 51,998 707 2,749 52,201 54,950 ( 8,121 ) 1987 2019 Fremont, NE 1 — 629 3,109 6,551 691 9,598 10,289 ( 5,871 ) 1968 2008 Fort Worth-Blue Mound, TX 1 — 1,700 5,055 1,874 1,717 6,912 8,629 ( 2,911 ) 1995 2009 Ft. Worth, TX (Meacham) 1 — 5,610 24,686 5,486 6,294 29,488 35,782 ( 14,235 ) 2005 2008 Ft. Worth, TX (Railhead) 1 — 1,857 8,536 2,084 2,129 10,348 12,477 ( 4,947 ) 1998 2008 Fort Worth-Samuels, TX 2 — 1,985 13,447 5,858 2,853 18,437 21,290 ( 9,318 ) 1977 2009 Gadsden, AL 1 — 100 9,820 ( 167 ) 388 9,365 9,753 ( 4,829 ) 1991 2013 Gaffney, SC 1 — 1,000 3,263 410 1,005 3,668 4,673 ( 1,853 ) 1995 2008 Gainesville, GA 1 — 400 5,704 1,864 434 7,534 7,968 ( 3,758 ) 1989 2009 Gainesville Candler, GA 1 — 716 3,258 1,357 770 4,561 5,331 ( 1,180 ) 1995 2019 Garden City, KS 1 — 446 4,721 2,199 446 6,920 7,366 ( 3,261 ) 1980 2008 Geneva Lakes, WI 1 — 1,579 36,020 4,681 2,513 39,767 42,280 ( 17,117 ) 1991 2009 Gloucester - Rogers, MA 1 — 1,683 3,675 7,031 1,835 10,554 12,389 ( 3,595 ) 1967 2008 Gloucester - Rowe, MA 1 — 1,146 2,833 13,566 1,281 16,264 17,545 ( 5,999 ) 1955 2008 Gouldsboro, PA 1 — 4,224 29,473 4,031 5,400 32,328 37,728 ( 13,480 ) 2006 2009 Goldsboro Commerce, PA 1 — — 594 1,389 98 1,885 1,983 ( 310 ) 1995 2020 Grand Island, NE 1 — 430 6,542 1,313 530 7,755 8,285 ( 2,446 ) 1995 2008 Grand Prairie, TX 1 — — 22 51 — 73 73 ( 32 ) 1981 2020 Green Bay, WI 2 — — 2,028 20,388 8,244 14,172 22,416 ( 3,666 ) 1935 2009 Greenville, SC 1 — 200 1,108 430 203 1,535 1,738 ( 1,313 ) 1962 2009 Hatfield, PA 2 — 5,002 28,286 10,563 5,827 38,024 43,851 ( 19,359 ) 1983 2009 Hattiesburg, MS 1 — — 486 444 13 917 930 ( 153 ) 1995 2020 Henderson, NV 2 — 9,043 14,415 3,951 9,080 18,329 27,409 ( 7,141 ) 1988 2009 Hermiston, OR 1 — 1,322 7,107 723 1,419 7,733 9,152 ( 3,861 ) 1975 2008 Houston, TX 1 — 1,454 10,084 2,128 1,531 12,135 13,666 ( 5,114 ) 1990 2009 Indianapolis, IN 4 — 1,897 18,991 23,433 4,372 39,949 44,321 ( 18,523 ) 1975 2008 Jefferson, WI 2 — 1,553 19,805 2,715 1,887 22,186 24,073 ( 11,530 ) 1975 2009 Johnson, AR 1 — 6,159 24,802 205 6,236 24,930 31,166 ( 5,632 ) 1955 2019 Lakeville, MN 1 — 4,000 47,790 464 4,013 48,241 52,254 ( 7,624 ) 1970 2019 F-71 Americold Realty Trust, Inc. and Subsidiaries Schedule III – Real Estate and Accumulated Depreciation December 31, 2023 (In thousands of U.S. dollars, as applicable and unless noted) Initial Costs Gross amount at which carried as of December 31, 2023 Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total (4) Accumulated Depreciation (1) (6) (5) Date of Construction Date of Acquisition Lancaster, PA 1 — 2,203 15,670 1,592 2,371 17,094 19,465 ( 7,294 ) 1993 2009 LaPorte, TX 1 — 2,945 19,263 4,935 3,502 23,641 27,143 ( 10,645 ) 1990 2009 Le Mars, IA 1 — 1,000 12,596 236 1,100 12,732 13,832 ( 2,439 ) 1991 2019 Lebanon, TN 1 — — 883 255 — 1,138 1,138 ( 179 ) 1991 2020 Leesport, PA 1 — 1,206 14,112 12,959 1,796 26,481 28,277 ( 10,730 ) 1993 2008 Logan Township, NJ 1 — 5,040 26,749 3,221 5,095 29,915 35,010 ( 3,323 ) 2009, 2015 2021 Lowell, AR 1 — 2,610 31,984 460 2,912 32,142 35,054 ( 5,900 ) 1992 2019 Lula, GA 1 — 3,864 35,382 1,150 4,074 36,322 40,396 ( 6,818 ) 1996 2019 Lumberton, NC 1 — — 981 1,160 10 2,131 2,141 ( 339 ) 1982 2020 Lynden, WA 5 — 1,420 8,590 2,702 1,524 11,188 12,712 ( 5,301 ) 1946 2009 Manchester, PA 1 — 3,838 36,621 4,021 5,082 39,398 44,480 ( 18,685 ) 1994 2008 Mansfield, TX 1 — 5,670 33,222 10 5,670 33,232 38,902 ( 3,993 ) 2018 2020 Marshall, MO 1 — 741 10,304 1,341 967 11,419 12,386 ( 5,399 ) 1985 2008 Massillon 17th, OH 1 — 175 15,322 1,427 530 16,394 16,924 ( 7,452 ) 2000 2008 Massillon Erie, OH 1 — — 1,988 823 — 2,811 2,811 ( 2,642 ) 1984 2008 Middleboro, MA 1 — 404 15,031 192 441 15,186 15,627 ( 2,065 ) 2018 2018 Milwaukie, OR 2 — 2,473 8,112 2,023 2,523 10,085 12,608 ( 6,804 ) 1958 2008 Mobile, AL 1 — 10 3,203 1,745 24 4,934 4,958 ( 2,195 ) 1976 2009 Modesto, CA 6 — 2,428 19,594 6,754 3,039 25,737 28,776 ( 14,023 ) 1945 2009 Monmouth, IL 1 — 2,660 48,348 600 2,702 48,906 51,608 ( 6,449 ) 2014 2019 Montgomery, AL 1 — 850 7,746 528 1,198 7,926 9,124 ( 4,179 ) 1989 2013 Moses Lake, WA 1 — 575 11,046 3,654 1,198 14,077 15,275 ( 6,994 ) 1967 2008 Mountville, PA 1 — — 69,409 6,307 — 75,716 75,716 ( 2,412 ) 2023 2023 Mullica Hill, NJ 1 — 6,030 27,266 224 6,081 27,439 33,520 ( 3,682 ) 1974 2020 Murfreesboro, TN 1 — 1,094 10,936 3,988 1,346 14,672 16,018 ( 8,443 ) 1982 2008 Nampa, ID 4 — 1,588 11,864 2,687 1,834 14,305 16,139 ( 9,256 ) 1946 2008 Napoleon, OH 1 — 2,340 57,677 453 2,350 58,120 60,470 ( 9,039 ) 1974 2019 New Ulm, MN 7 — 725 10,405 3,133 822 13,441 14,263 ( 6,191 ) 1984 2009 Newark, NJ 1 — 30,390 53,163 8,401 30,390 61,564 91,954 ( 5,124 ) 2012, 2015 2021 F-72 Americold Realty Trust, Inc. and Subsidiaries Schedule III – Real Estate and Accumulated Depreciation December 31, 2023 (In thousands of U.S. dollars, as applicable and unless noted) Initial Costs Gross amount at which carried as of December 31, 2023 Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total (4) Accumulated Depreciation (1) (6) (5) Date of Construction Date of Acquisition Newport, MN 1 — 3,383 19,877 1,374 3,744 20,890 24,634 ( 4,229 ) 1964 2020 North Little Rock, AR 1 — 1,680 12,841 14,971 2,236 27,256 29,492 ( 4,380 ) 1996 2019 Oklahoma City, OK 1 — 742 2,411 2,047 888 4,312 5,200 ( 2,333 ) 1968 2008 Ontario, CA 3 — 14,673 3,632 29,174 14,777 32,702 47,479 ( 17,674 ) 1987/1984/1983 2008 Ontario, OR 4 — — 13,791 10,092 1,329 22,554 23,883 ( 17,339 ) 1962 2008 Oxford 1 — 1,820 10,083 704 1,828 10,779 12,607 ( 1,337 ) 1990 2020 Pasco, WA 1 — 557 15,809 684 638 16,412 17,050 ( 7,095 ) 1984 2008 Pedricktown, NJ 1 — 4,670 35,584 252 4,757 35,749 40,506 ( 4,726 ) 2008 2020 Pendergrass, GA 1 — 500 12,810 4,199 580 16,929 17,509 ( 9,173 ) 1993 2009 Perryville, MD 1 — 1,626 19,083 5,573 5,820 20,462 26,282 ( 3,094 ) 2007 2019 Phoenix2, AZ 1 — 3,182 11,312 317 3,182 11,629 14,811 ( 3,796 ) 2014 2014 Piedmont, SC 1 — 500 9,883 1,745 508 11,620 12,128 ( 6,470 ) 1981 2009 Piscataway 120, NJ 1 — — 106 231 — 337 337 ( 112 ) 1968 2020 Piscataway 5 Access, NJ 1 — — 3,952 — — 3,952 3,952 ( 993 ) 2018 2020 Plover, WI 1 — 1,390 18,298 7,360 2,654 24,394 27,048 ( 12,969 ) 1981 2008 Portland, ME 1 — 305 2,402 1,401 385 3,723 4,108 ( 1,626 ) 1952 2008 Rochelle, IL (Americold Drive) 1 — 1,860 18,178 48,695 4,430 64,303 68,733 ( 17,324 ) 1995 2008 Rochelle, IL (Caron) 1 — 2,071 36,658 1,826 2,356 38,199 40,555 ( 18,309 ) 2004 2008 Rockmart 1 — 3,520 33,336 4,084 4,697 36,243 40,940 ( 4,385 ) 1991 2020 Russellville, AR - Valley 1 — 708 15,832 4,050 759 19,831 20,590 ( 10,079 ) 1995 2008 Russellville, AR - Cloverleaf (Rt. 324) 1 — 2,467 29,179 140 2,499 29,287 31,786 ( 5,106 ) 1993 2019 Russellville, AR - Elmira 1 — 1,369 50,749 2,633 1,550 53,201 54,751 ( 8,532 ) 1986, 2022, 2023 2008 Salem, OR 4 — 3,055 21,096 6,592 3,305 27,438 30,743 ( 14,685 ) 1963 2008 Salinas, CA 5 — 7,244 7,181 14,196 8,142 20,479 28,621 ( 9,858 ) 1958 2009 Salt Lake City, UT 1 — — 22,481 11,034 485 33,030 33,515 ( 21,689 ) 1998 2010 San Antonio - HEB, TX 1 — 2,014 22,902 736 2,014 23,638 25,652 ( 8,076 ) 1982 2017 San Antonio, TX 3 — 1,894 11,101 4,059 2,329 14,725 17,054 ( 10,455 ) 1913 2009 Sanford, NC 1 — 3,110 34,104 691 3,291 34,614 37,905 ( 5,667 ) 1996 2019 F-73 Americold Realty Trust, Inc. and Subsidiaries Schedule III – Real Estate and Accumulated Depreciation December 31, 2023 (In thousands of U.S. dollars, as applicable and unless noted) Initial Costs Gross amount at which carried as of December 31, 2023 Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total (4) Accumulated Depreciation (1) (6) (5) Date of Construction Date of Acquisition Savannah, GA 1 — 20,715 10,456 5,033 22,743 13,461 36,204 ( 2,988 ) 2015 2019 Savannah 2, GA 1 — 3,002 37,571 410 3,174 37,809 40,983 ( 5,415 ) 2020 2020 Savannah Pooler, GA 1 — — 1,382 2,094 1,139 2,337 3,476 ( 592 ) 2013, 2015 2020 Seabrook, NJ 1 — 3,370 19,958 1,531 3,015 21,844 24,859 ( 2,592 ) 2002, 2004, 2018 2021 Sebree, KY 1 — 638 7,895 1,958 802 9,689 10,491 ( 3,895 ) 1998 2008 Sikeston, MO 1 — 258 11,936 3,334 2,350 13,178 15,528 ( 6,592 ) 1998 2009 Sioux City, IA-2640 Murray St 1 — 5,950 28,391 84 4,529 29,896 34,425 ( 5,618 ) 1990 2019 Sioux City, IA-2900 Murray St 1 — 3,070 56,336 1,690 4,506 56,590 61,096 ( 10,119 ) 1995 2019 Sioux Falls, SD 1 — 856 4,780 5,110 1,084 9,662 10,746 ( 5,685 ) 1972 2008 South Plainfield, NJ 1 — 5,360 20,874 1,774 6,578 21,430 28,008 ( 2,459 ) 1970 -1974 2020 Springdale, AR 1 — 844 10,754 2,140 931 12,807 13,738 ( 6,761 ) 1982 2008 St. Louis, MO 2 — 2,082 7,566 2,217 2,198 9,667 11,865 ( 4,423 ) 1956 2009 St. Paul, MN 2 — 1,800 12,129 979 1,800 13,108 14,908 ( 6,915 ) 1970 2009 Strasburg, VA 1 — 1,551 15,038 2,259 1,761 17,087 18,848 ( 7,507 ) 1999 2008 Summerville 1 — — 5,024 233 7 5,250 5,257 ( 831 ) 1999 2020 Sumter, SC 1 — 530 8,738 65 560 8,773 9,333 ( 2,151 ) 1979 2019 Syracuse, NY 2 — 2,177 20,056 6,266 2,420 26,079 28,499 ( 12,692 ) 1960 2008 Tacoma, WA 1 — — 21,216 2,640 31 23,825 23,856 ( 10,282 ) 2010 2010 Tampa - Bartow, FL 1 — — 2,451 874 89 3,236 3,325 ( 2,741 ) 1962 2008 Tampa Maple, FL 1 — 3,233 15,940 83 3,242 16,014 19,256 ( 1,966 ) 2017 2020 Tampa Plant City, FL 2 — 1,333 11,836 1,729 1,380 13,518 14,898 ( 6,070 ) 1987 2009 Tarboro, NC 1 — 1,078 9,586 1,459 1,225 10,898 12,123 ( 4,990 ) 1988 2008 Taunton, MA 1 — 1,477 14,159 1,528 1,703 15,461 17,164 ( 6,704 ) 1999 2009 Texarkana, AR 1 — 842 11,169 1,761 921 12,851 13,772 ( 5,765 ) 1992 2008 Tomah, WI 1 — 886 10,715 939 1,034 11,506 12,540 ( 5,750 ) 1989 2008 Turlock, CA (#1) 2 — 944 4,056 1,013 967 5,046 6,013 ( 2,544 ) 1995 2008 Turlock, CA (#2) 1 — 3,091 7,004 3,833 3,124 10,804 13,928 ( 4,810 ) 1985 2008 Vernon 2, CA 1 — 8,100 13,490 4,118 8,112 17,596 25,708 ( 10,561 ) 1965 2009 Victorville, CA 1 — 2,810 22,811 2,849 2,826 25,644 28,470 ( 10,917 ) 2004 2008 F-74 Americold Realty Trust, Inc. and Subsidiaries Schedule III – Real Estate and Accumulated Depreciation December 31, 2023 (In thousands of U.S. dollars, as applicable and unless noted) Initial Costs Gross amount at which carried as of December 31, 2023 Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total (4) Accumulated Depreciation (1) (6) (5) Date of Construction Date of Acquisition Vineland, NJ 1 — 9,580 68,734 4,508 9,580 73,242 82,822 ( 7,487 ) 1998, 2000, 2015, 2016, 2017 2020 Vineland, NJ (North Mill) 1 — 4,386 13,019 — 4,386 13,019 17,405 ( 93 ) 1975,1992, 1996,2021 2023 Walla Walla, WA 2 — 215 4,693 767 159 5,516 5,675 ( 3,630 ) 1960 2008 Wallula, WA 1 — 690 2,645 960 788 3,507 4,295 ( 1,659 ) 1982 2008 Watsonville, CA 1 — — 8,138 2,354 21 10,471 10,492 ( 8,591 ) 1984 2008 West Memphis, AR 1 — 1,460 12,300 3,446 2,802 14,404 17,206 ( 7,857 ) 1985 2008 Wichita, KS 1 — 1,297 4,717 2,452 1,432 7,034 8,466 ( 3,717 ) 1972 2008 Woodburn, OR 1 — 1,552 9,860 4,789 1,627 14,574 16,201 ( 6,314 ) 1952 2008 York-Willow Springs, PA 1 — 1,300 7,351 880 1,416 8,115 9,531 ( 4,183 ) 1987 2009 Zumbrota, MN 3 — 800 10,360 2,088 934 12,314 13,248 ( 5,554 ) 1996 2009 Canada Taber — — — 12 ( 1 ) — 11 11 ( 11 ) 1999 2009 Brampton 1 — 27,522 53,367 381 27,448 53,822 81,270 ( 8,090 ) 2004 2020 Calgary 1 — 5,240 36,392 8,097 6,161 43,568 49,729 ( 5,445 ) 2009 2020 Halifax Dartmouth 1 — 2,052 14,904 ( 47 ) 2,046 14,863 16,909 ( 1,829 ) 2013 2020 Halifax Thornhill 1 — 1,044 ( 3 ) — 1,041 1,041 ( 994 ) 1971 2020 London 1 — 1,431 11,340 ( 837 ) 1,367 10,567 11,934 ( 1,337 ) 1982 2021 Mississauga Surveyor 1 — — 245 150 — 395 395 ( 47 ) 1972, 1992 2021 Australia Arndell Park 2 — 13,489 29,428 2,736 11,417 34,236 45,653 ( 14,289 ) 1989/1994 2009 Brisbane - Hemmant 1 — 9,738 10,072 ( 1,311 ) 7,852 10,647 18,499 ( 1,076 ) 1996 2020 Brisbane - Lytton 1 — 19,575 28,920 ( 2,659 ) 17,400 28,436 45,836 ( 2,885 ) 1966 2021 Laverton 2 — 13,689 28,252 8,489 11,586 38,844 50,430 ( 15,425 ) 1997/1998 2009 Murarrie 3 — 10,891 18,975 ( 1,142 ) 9,218 19,506 28,724 ( 8,362 ) 1972/2003 2009 Prospect/ASC Corporate 2 — — 1,187 20,043 7,243 13,987 21,230 ( 6,796 ) 1985 2009 Spearwood 1 — 7,194 10,990 13,190 6,089 25,285 31,374 ( 5,396 ) 1978 2009 Wivenhoe - Tasmania 1 — 994 8,218 538 823 8,927 9,750 ( 497 ) 1998/2013 2022 Ormeau 1 — 3,379 14,551 933 3,625 15,238 18,863 ( 226 ) 2003 2023 F-75 Americold Realty Trust, Inc. and Subsidiaries Schedule III – Real Estate and Accumulated Depreciation December 31, 2023 (In thousands of U.S. dollars, as applicable and unless noted) Initial Costs Gross amount at which carried as of December 31, 2023 Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total (4) Accumulated Depreciation (1) (6) (5) Date of Construction Date of Acquisition New Zealand Dalgety 1 — 6,047 5,531 31,832 5,905 37,505 43,410 ( 7,590 ) 1988 2009 Diversey 1 — 2,357 5,966 1,400 2,302 7,421 9,723 ( 2,778 ) 1988 2009 Halwyn Dr 1 — 5,227 3,399 1,215 5,104 4,737 9,841 ( 2,100 ) 1992 2009 Mako Mako 1 — 1,332 3,810 640 1,301 4,481 5,782 ( 1,685 ) 2000 2009 Manutapu/Barber Akld 1 — — 343 354 — 697 697 ( 537 ) 2004 2009 Paisley 2 — 8,495 5,295 ( 5,076 ) 5,368 3,346 8,714 ( 800 ) 1984 2009 Smarts Rd 1 — 2,442 5,750 902 2,457 6,637 9,094 ( 1,135 ) 1984 2022 Argentina Mercado Central - Buenos Aires, ARG 1 — — 4,984 ( 2,146 ) — 2,838 2,838 ( 5,121 ) 1996/1999 2009 Pilar - Buenos Aires, ARG 1 — 706 2,586 ( 2,590 ) 647 55 702 ( 17 ) 2000 2009 Netherlands Barneveld 2 — 15,410 27,472 ( 3,149 ) 13,948 25,785 39,733 ( 2,167 ) 1986, 1995 2020 Urk 2 — 7,100 31,014 ( 2,869 ) 6,416 28,829 35,245 ( 3,251 ) 1994, 2001 2020 Maasvlakte - Rotterdam 1 — 540 15,746 ( 1,564 ) 488 14,234 14,722 ( 2,186 ) 2016 2020 Westland - Rotterdam 1 — 20,910 26,637 ( 4,586 ) 19,038 23,923 42,961 ( 2,740 ) 1976, 1974, 2007, 2016 2020 Austria Vienna 1 — 280 26,515 ( 2,232 ) 253 24,310 24,563 ( 2,351 ) 1979 2020 Ireland Castleblayney 2 — 6,170 22,244 ( 1,389 ) 5,736 21,289 27,025 ( 2,467 ) 1976, 1994 2020 Dublin 1 — 6,163 29,179 9,832 8,617 36,557 45,174 ( 2,045 ) 2018, 2022 2020 Portugal Lisbon 1 — 7,385 29,538 ( 1,988 ) 6,690 28,245 34,935 ( 2,468 ) 1993 2020 Porto 1 — 6,409 17,340 ( 2,066 ) 5,820 15,863 21,683 ( 1,362 ) 2006 2020 Sines 1 — 130 2,311 ( 233 ) 117 2,091 2,208 ( 180 ) 2016 2020 Spain Algeciras 1 — 101 11,948 105 109 12,045 12,154 ( 1,445 ) 1978 2020 Barcelona 2 — 16,340 35,247 4,821 14,766 41,642 56,408 ( 4,480 ) 1989, 2008, 2022 2020 Valencia 1 — 170 10,932 ( 293 ) 154 10,655 10,809 ( 1,043 ) 2005 2020 F-76 Americold Realty Trust, Inc. and Subsidiaries Schedule III – Real Estate and Accumulated Depreciation December 31, 2023 (In thousands of U.S. dollars, as applicable and unless noted) Initial Costs Gross amount at which carried as of December 31, 2023 Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total (4) Accumulated Depreciation (1) (6) (5) Date of Construction Date of Acquisition Poland Gdynia 2 — 10,329 4,167 1,376 10,798 5,074 15,872 ( 424 ) 2015, 2023 2020, 2022, 2023 Great Britain Spalding - Bowman 1 — 5,916 32,815 ( 5,280 ) 4,321 29,130 33,451 ( 2,302 ) 2011, 2017 2020 Whitchurch 1 — 7,750 74,185 1,497 8,527 74,905 83,432 ( 8,838 ) 2014 2020 Northern Ireland Lurgan 2 — 3,390 7,992 2,384 3,087 10,678 13,766 ( 1,328 ) 1985, 1986 2020 Total — 764,510 3,745,894 788,329 820,831 4,477,901 5,298,732 ( 1,308,346 ) Land, buildings, and improvements in the assets under construction balance as of December 31, 2022. US 401 Kentile, NJ — — — — — 5 5 501 Kentile, NJ — — — — — 608 608 601 Kentile, NJ — — — — — 68 68 Albertville, AL — — — — — 137 137 Allentown, PA — — — — — 627 627 Amarillo, TX — — — — — 80 80 Anaheim, CA — — — — — 11 11 Atlanta - East Point, GA — — — — — 220 220 Atlanta - Empire, GA — — — — — 209 209 Atlanta - Gateway, GA — — — — — 22,350 22,350 Atlanta - Lakewood, GA — — — — — 27 27 Atlanta - Pleasantdale, GA — — — — — 5,608 5,608 Atlanta - Skygate, GA — — — — — 262 262 Atlanta - Southgate, GA — — — — — 226 226 Atlanta - Tradewater, GA — — — — — 6,338 6,338 Atlanta - Westgate, GA — — — — — 94 94 Atlanta, GA - Corporate — — — — — 916 916 Babcock, WI — — — — — 72 72 Belvidere-Imron, IL — — — — — 12 12 Benson, NC — — — — — 15 15 F-77 Americold Realty Trust, Inc. and Subsidiaries Schedule III – Real Estate and Accumulated Depreciation December 31, 2023 (In thousands of U.S. dollars, as applicable and unless noted) Initial Costs Gross amount at which carried as of December 31, 2023 Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total (4) Accumulated Depreciation (1) (6) (5) Date of Construction Date of Acquisition Benson Hodges, NC — — — — — 205 205 Brighton (Denver 2), CO — — — — — 3,414 3,414 Burley, ID — — — — — 24 24 Burlington, WA — — — — — 347 347 Cartersville, GA — — — — — 6 6 Carthage Warehouse Dist, MO — — — — — ( 9 ) ( 9 ) Chambersburg, PA — — — — — 99 99 Charlotte, NC — — — — — 9 9 Chesapeake, VA — — — — — ( 9 ) ( 9 ) Chillicothe, MO — — — — — 70 70 Clearfield, UT — — — — — 1,042 1,042 Clearfield 2, UT — — — — — 681 681 Columbia, SC — — — — — 221 221 Dallas (Catron), TX — — — — — 370 370 Dominguez Hills, CA — — — — — 1452 1,452 Douglas, GA — — — — — 221 221 Dunkirk, NY — — — — — 1,535 1,535 East Dubuque, IL — — — — — 388 388 Edison, NJ — — — — — 450 450 Fairfield, OH — — — — — 120 120 Forest, MS — — — — — 149 149 Ft. Worth, TX (Railhead) — — — — — ( 9 ) ( 9 ) Fort Worth-Samuels, TX — — — — — 265 265 Gadsden, AL — — — — — 7 7 Gaffney, SC — — — — — 1 1 Gainesville, GA — — — — — 55 55 Gainesville Candler, GA — — — — — 23 23 Geneva Lakes, WI — — — — — 370 370 Gloucester - Rogers, MA — — — — — ( 29 ) ( 29 ) Goldsboro Commerce, PA — — — — — 30 30 Grand Island, NE — — — — — 2,763 2,763 Grand Prairie, TX — — — — — 1,074 1,074 F-78 Americold Realty Trust, Inc. and Subsidiaries Schedule III – Real Estate and Accumulated Depreciation December 31, 2023 (In thousands of U.S. dollars, as applicable and unless noted) Initial Costs Gross amount at which carried as of December 31, 2023 Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total (4) Accumulated Depreciation (1) (6) (5) Date of Construction Date of Acquisition Green Bay, WI — — — — — 37 37 Hatfield, PA — — — — — 215 215 Henderson, NV — — — — — 20 20 Indianapolis, IN — — — — — 5,892 5,892 Jefferson, WI — — — — — 28 28 Johnson, AR — — — — — 369 369 LaPorte, TX — — — — — ( 13 ) ( 13 ) Le Mars, IA — — — — — 671 671 Lebanon, TN — — — — — 183 183 Logan Township, NJ — — — — — 68 68 Lumberton, NC — — — — — 26 26 Lynden, WA — — — — — 465 465 Manchester, PA — — — — — 19 19 Mansfield, TX — — — — — 156 156 Massillon 17th, OH — — — — — 153 153 Milwaukie, OR — — — — — ( 9 ) ( 9 ) Mobile, AL — — — — — 7 7 Modesto, CA — — — — — ( 181 ) ( 181 ) Montgomery, AL — — — — — 643 643 Moses Lake, WA — — — — — ( 37 ) ( 37 ) Mountville, PA — — — — — 143,871 143,871 Murfreesboro, TN — — — — — 274 274 Nampa, ID — — — — — 91 91 Napoleon, OH — — — — — 16 16 New Ulm, MN — — — — — 106 106 Newark, NJ — — — — — 210 210 Newport, MN — — — — — ( 44 ) ( 44 ) Ontario, CA — — — — — 1,082 1,082 Pasco, WA — — — — — ( 6 ) ( 6 ) Pedricktown, NJ — — — — — 661 661 Perryville, MD — — — — — 80 80 Piscataway 120, NJ — — — — — 46 46 Plainville, CT — — — — — 155,050 155,050 F-79 Americold Realty Trust, Inc. and Subsidiaries Schedule III – Real Estate and Accumulated Depreciation December 31, 2023 (In thousands of U.S. dollars, as applicable and unless noted) Initial Costs Gross amount at which carried as of December 31, 2023 Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total (4) Accumulated Depreciation (1) (6) (5) Date of Construction Date of Acquisition Plover, WI — — — — — 150 150 Rochelle, IL (Americold Drive) — — — — — 1,954 1,954 Rochelle, IL (Caron) — — — — — 9,121 9,121 Rockmart — — — — — 448 448 Russellville, AR - Elmira — — — — — 40,372 40,372 Russellville, AR - Cloverleaf (Rt. 324) — — — — — 122 122 Salem, OR — — — — — 6 6 Salinas, CA — — — — — 120 120 Salt Lake City, UT — — — — — 425 425 San Antonio - HEB, TX — — — — — 709 709 Sanford, NC — — — — — 368 368 Savannah, GA — — — — — 8 8 Savannah 2, GA — — — — — ( 11 ) ( 11 ) Savannah Pooler, GA — — — — — 55 55 Sebree, KY — — — — — 10 10 Sioux City, IA-2640 Murray St — — — — — 1,158 1,158 Sioux Falls, SD — — — — — 33 33 South Plainfield, NJ — — — — — 105 105 Strasburg, VA — — — — — 227 227 Tacoma, WA — — — — — 177 177 Tampa - Bartow, FL — — — — — 13 13 Tampa Maple, FL — — — — — 42 42 Tampa Plant City, FL — — — — — ( 30 ) ( 30 ) Tarboro, NC — — — — — 24 24 Taunton, MA — — — — — 112 112 Texarkana, AR — — — — — 10 10 Tomah, WI — — — — — 4 4 Turlock, CA (#1) — — — — — 614 614 Turlock, CA (#2) — — — — — 22 22 Vernon 2, CA — — — — — 953 953 Victorville, CA — — — — — 1,166 1,166 Vineland, NJ — — — — — 6,163 6,163 F-80 Americold Realty Trust, Inc. and Subsidiaries Schedule III – Real Estate and Accumulated Depreciation December 31, 2023 (In thousands of U.S. dollars, as applicable and unless noted) Initial Costs Gross amount at which carried as of December 31, 2023 Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total (4) Accumulated Depreciation (1) (6) (5) Date of Construction Date of Acquisition Walla Walla, WA — — — — — ( 5 ) ( 5 ) Watsonville, CA — — — — — 5 5 York-Willow Springs, PA — — — — — 239 239 Zumbrota, MN — — — — — 114 114 Canada Calgary — — — — — 154 154 Brampton — — — — — 123 123 Halifax - Dartmouth — — — — — 26 26 London — — — — — 1,156 1,156 Mississauga Surveyor — — — — — 201 201 Australia Arndell Park — — — — — 647 647 Brisbane - Hemmant — — — — — 395 395 Brisbane - Lytton — — — — — 387 387 Laverton — — — — — 3,149 3,149 Murarrie — — — — — 982 982 Prospect/ASC Corporate — — — — — 727 727 Spearwood — — — — — 457 457 Wivenhoe - Tasmania — — — — — 1,620 1,620 New Zealand Dalgety — — — — — 822 822 Diversey — — — — — 216 216 Halwyn Dr — — — — — 86 86 Mako Mako — — — — — 270 270 Paisley — — — — — 78 78 Smarts Rd — — — — — 189 189 Europe Barneveld, Netherlands — — — — — 44 44 Maasvlakte, Netherlands — — — — — 1,521 1,521 Urk, Netherlands — — — — — 3 3 Monaghan, Ireland — — — — — 46 46 Dublin, Ireland — — — — — 2,733 2,733 Lisbon, Portugal — — — — — 237 237 F-81 Americold Realty Trust, Inc. and Subsidiaries Schedule III – Real Estate and Accumulated Depreciation December 31, 2023 (In thousands of U.S. dollars, as applicable and unless noted) Initial Costs Gross amount at which carried as of December 31, 2023 Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total (4) Accumulated Depreciation (1) (6) (5) Date of Construction Date of Acquisition Algeciras, Span — — — — — 57 57 Valencia, Spain — — — — — 133 133 Barcelona, Spain — — — — — 832 832 Witchurch, UK — — — — — 21 21 Total in assets under construction — — — — — 445,684 445,684 — Total assets $ — $ 764,510 $ 3,745,894 $ 788,329 $ 820,831 $ 4,923,585 $ 5,744,416 $ ( 1,308,346 ) F-82 Americold Realty Trust, Inc. and Subsidiaries Schedule III – Real Estate and Accumulated Depreciation December 31, 2023 (In thousands of U.S. dollars, as applicable and unless noted) Schedule III – Footnotes (1) Reconciliation of total accumulated depreciation to consolidated balance sheet caption as of December 31, 2023: Total per Schedule III $ ( 1,308,346 ) Accumulated depreciation on investments in non-real estate assets ( 957,674 ) Total accumulated depreciation per consolidated balance sheet (property, buildings and equipment and financing leases) $ ( 2,266,020 ) (2) Reconciliation of total Buildings and improvements to consolidated balance sheet as of December 31, 2023: Building and improvements per consolidated balance sheet $ 4,464,359 Building and improvements financing leases per consolidated balance sheet 13,542 Assets under construction per consolidated balance sheet 452,312 Less: personal property assets under construction ( 6,628 ) Total per Schedule III $ 4,923,585 (3) Amount includes the cumulative impact of foreign currency translation and the effect of any asset disposals. (4) The aggregate cost for Federal tax purposes at December 31, 2023 of our real estate assets was approximately $ 4.5 billion. (5) The life on which depreciation is computed ranges from 5 to 43 years. F-83 Americold Realty Trust, Inc. and Subsidiaries Schedule III – Real Estate and Accumulated Depreciation December 31, 2023 (In thousands of U.S. dollars, as applicable and unless noted) (6) The following table summarizes the Company’s real estate activity and accumulated depreciation for the years ended December 31: 2023 2022 2021 Real Estate Facilities, at Cost: Beginning Balance $ 6,261,663 $ 6,134,702 $ 5,706,760 Capital expenditures 231,984 195,696 304,886 Acquisitions 44,911 12,615 383,600 Purchase price allocation adjustments — ( 331 ) ( 198,541 ) Disposition ( 6,829 ) ( 14,694 ) ( 3,691 ) Impairment — ( 3,407 ) ( 1,700 ) Conversion of leased assets to owned 301 13,182 — Impact of foreign exchange rate changes 27,725 ( 76,100 ) ( 56,612 ) Ending Balance 6,559,755 6,261,663 6,134,702 Accumulated Depreciation: Beginning Balance ( 1,470,179 ) ( 1,277,174 ) ( 1,080,922 ) Depreciation expense ( 215,731 ) ( 204,896 ) ( 201,497 ) Dispositions 1,037 5,304 1,259 Impact of foreign exchange rate changes ( 9,110 ) 6,587 3,986 Ending Balance ( 1,693,983 ) ( 1,470,179 ) ( 1,277,174 ) Total Real Estate Facilities, Net at December 31 $ 4,865,772 $ 4,791,484 $ 4,857,528 The total real estate facilities amounts in the table above include $ 147.0 million, $ 152.0 million, and $ 157.4 million of assets under sale-leaseback agreements accounted for as a financing as of December 31, 2023, 2022 and 2021, respectively. The Company does not hold title in these assets under sale-leaseback agreements. As of December 31, 2022 and 2021, the Company has no facilities classified as held for sale. F-84 Americold Realty Trust, Inc. and Subsidiaries Schedule III – Real Estate and Accumulated Depreciation December 31, 2023 (In thousands of U.S. dollars, as applicable and unless noted) (7) Reconciliation of the Company’s real estate activity and accumulated depreciation for the years ended December 31, 2023 to Schedule III: Total real estate facilities gross amount per Schedule III $ 5,744,416 Plus: Refrigeration equipment 826,320 Offshore non-real CIP recorded in real CIP-not included in Schedule III $ ( 10,981 ) Real estate facilities, at cost - ending balance $ 6,559,755 Accumulated depreciation per Schedule III $ 1,308,346 Plus: Refrigeration equipment 385,637 — Accumulated depreciation - ending balance $ 1,693,983 F-85 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICOLD REALTY TRUST, INC. By: /s/ George F. Chappelle Jr. George F. Chappelle Jr. Chief Executive Officer and Director (Principal executive officer) Date: February 29, 2024 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ George F. Chappelle Jr. Chief Executive Officer and Director February 29, 2024 George F. Chappelle Jr. /s/ E. Jay Wells Chief Financial Officer and Executive Vice President February 29, 2024 E. Jay Wells /s/ Thomas C. Novosel Chief Accounting Officer and Senior Vice President February 29, 2024 Thomas C. Novosel /s/ Mark R. Patterson Chairman of the Board of Directors February 29, 2024 Mark R. Patterson /s/ George J. Alburger, Jr. Director February 29, 2024 George J. Alburger, Jr. /s/ Kelly H. Barrett Director February 29, 2024 Kelly H. Barrett /s/ Robert L. Bass Director February 29, 2024 Robert L. Bass /s/ Antonio F. Fernandez Director February 29, 2024 Antonio F. Fernandez /s/ Pamela K. Kohn Director February 29, 2024 Pamela K. Kohn /s/ David J. Neithercut Director February 29, 2024 David J. Neithercut /s/ Andrew P. Power Director February 29, 2024 Andrew P. Power