What changed in this filing

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Item 1. Business

2025-02-27 compared with 2024-02-29 · 136 added, 117 removed, 202 unchanged (56% of the section changed)

We are the world’s largest publicly traded REIT focused on the ownership, operation, acquisition and development of temperature-controlled warehouses.

We are organized as a self-administered and self-managed REIT with proven operating, development and acquisition expertise.

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 minority interests in two joint ventures, one with SuperFrio, which owns or operates 35 temperature-controlled warehouses in Brazil, and one with RSA JV, which operates 2 temperature-controlled warehouses in Dubai.

We are a global leader in temperature-controlled logistics, real estate, and value-added services focused on the ownership, operation, acquisition and development of temperature-controlled warehouses.

We are organized as a self-administered and self-managed publicly traded real estate investment trust (“REIT”) with proven operating, development and acquisition expertise.

As of December 31, 2024, we operated a global network of 239 temperature-controlled warehouses encompassing approximately 1.4 billion cubic feet, with 195 warehouses in North America, 25 warehouses in Europe, 17 warehouses in Asia-Pacific, and 2 warehouses in South America.

In addition, we hold minority interests in two joint ventures, one with SuperFrio, which owns or operates 34 temperature-controlled warehouses in Brazil, and one with RSA joint venture, which operates two temperature-controlled warehouses in Dubai.

We view and manage our business through three primary business segments:

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Ownership of our integrated cold chain network enhances our ability to efficiently reposition customers and undertake capital improvements or other modifications on their behalf.

While some of our warehouses are leased, we own 75%, excluding ground leases, of our warehouses.

While some of our warehouses are leased, we own over 75%, excluding ground leases, of our warehouses.

Our decision to own, rather than lease, a significant majority of our warehouses provides us with better control over the specialized nature of our assets and greater influence over our warehouse locations on a long-term basis, which is crucial to meeting our customers’ “mission-critical” cold chain needs.

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Over the last several years we have strategically acquired businesses to enhance our global portfolio and integrated network offerings to our customers.

In 2023, we acquired Safeway Freezer Storage Company LLC, Safeway Logistics LLC and T&P Realty LLC (collectively referred to as “Safeway”) for $24.0 million, and Ormeau Cold Storage (“Ormeau”) for

AUD$35.1 million or $23.5 million.

Refer to Note 3-Business Combinations and Asset Acquisitions of the Consolidated Financial Statements for further information on the Company’s acquisitions.

On February 28, 2023, the Company purchased a 49% equity interest in a newly formed entity, RSA Cold Holdings Limited (the “RSA JV”), in a transaction that is accounted for as a joint venture.

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In 2023, we acquired Safeway Freezer Storage Company LLC, Safeway Logistics LLC and T&P Realty LLC (collectively referred to as “Safeway”) for $24.0 million and Ormeau Cold Storage (“Ormeau”) for AUD$35.1 million or $23.5 million.

Refer to Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations of the Consolidated Financial Statements for further information on the Company’s acquisitions.

On February 28, 2023, the Company purchased a 49% equity interest in a newly formed entity, RSA Cold Holdings Limited (the “RSA joint venture”), 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.

RSA Cold Holdings Limited contributed their Dubai cold storage business, which consisted of a single cold storage warehouse, in exchange for the remaining 51% equity interest in the joint venture.

On May 30, 2023, the Company sold its remaining 15% equity interest in the Americold LATAM Holdings Ltd joint venture (the “LATAM JV”) to Cold LATAM Limited (our “JV partner”) for total proceeds of $36.9 million.

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During August of 2023, the Company sold the assets and liabilities of Comfrio.

Refer to Note 3-Business Combinations and Asset Acquisitions of the Consolidated Financial Statements for further information regarding the acquisition and disposition of the Comfrio portfolio.

For further information about the Company’s joint ventures as of December 31, 2023, refer to Note 4 -Investments in Partially Owned Entities of the Consolidated Financial Statements.

Refer to Note 3 -Business Combinations, Asset Acquisitions and Discontinued Operations of the Consolidated Financial Statements for further information regarding the acquisition and disposition of the Comfrio portfolio.

For further information about the Company’s joint ventures as of December 31, 2024, refer to Note 4 - Investments in and Advances to Partially Owned Entities of the Consolidated Financial Statements.

Our Information

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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.

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conversion, the Company continues to operate as a REIT for U.S.

federal income tax purposes.

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We believe that the combination of our ability to execute these and other initiatives and the significant investments we have made in our business over the last several years and continue to make will further drive our financial results and position us to expand our warehouse portfolio, grow our customer base, enhance our market share and create value for our stockholders.

Continue to Increase Committed Revenue in Our Warehouse Segment

Continue to Increase Committed Revenues in Our Warehouse Segment

Historically, providers of temperature-controlled warehouse space have offered storage services to customers on an as-utilized, on-demand basis.

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Over the last 40 years, frozen food producers, distributors, retailers and e-tailers have increasingly outsourced their temperature-controlled warehousing needs to increase efficiency, reduce costs and redeploy capital into core businesses.

We anticipate that cold chain participants will continue to make certain of their “in-house” temperature-controlled warehouses available for sale in the future and, accordingly, will continue to look to third-party providers to meet their temperature-controlled warehouse storage and service needs in related geographic markets.

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party providers to meet their temperature-controlled warehouse storage and service needs in related geographic markets.

We believe that our ability to offer an extensive and integrated network of high-quality temperature-controlled warehouses globally with value-added services and our long-standing relationships with leading cold chain participants will enable us to capitalize on this trend.

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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 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.

Highlights of the project include implementing centralized customer billing operations, a global payroll and human capital management platform, next-generation warehouse 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 from inception.

We estimate the aggregate total investment in Project Orion to be approximately $100 million.

Since inception, the Company has incurred $61.8 million of implementation costs related to Project Orion of which $43.9 million has been deferred and capitalized within “ Other assets” on the Consolidated Balance Sheets.

We will continue to evaluate our overall project for

additional opportunities and benefits, which could result in the identification and implementation of additional actions associated with Project Orion and incremental costs and benefits.

The activities associated with Project Orion are expected to be substantially complete within three years from the project’s start date.

Since inception, the Company has incurred $161.4 million of implementation costs related to Project Orion, including expenses reported in “Acquisition, cyber incident, and other, net” on the Consolidated Statements of Operations and costs deferred in “Other assets” on the Consolidated Balance Sheets.

The unamortized balance of the Project Orion deferred costs was $80.5 million as of December 31, 2024.

During the three months ended June 30, 2024, the Company deployed the first phase of Project Orion.

The implementation costs deferred within “Other assets” on the Consolidated Balance Sheets are now being amortized through “Selling, general, and administrative” expense on the Consolidated Statements of Operations.

The useful lives of the Company’s internal-use software and capitalized cloud computing implementation costs are generally

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three to five years.

However, the useful lives of major information system installations, such as implementations of ERP systems and certain related software, are determined on an individual basis and may exceed five years depending on the estimated period of use.

The Company has determined the useful life of the new ERP system to be ten years and is amortizing the costs associated with the ERP implementation on a straight line basis over such period.

The amortization expense recognized during the year ended December 31, 2024 related to the Project Orion ERP implementation was $4.2 million.

Investments in Our Warehouses

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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.

We collect rent and storage fees to store customer’s frozen and perishable food and other products within our real estate portfolio.

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, which are considered value added services.

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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.

Our services include consolidation services ( i.e.

, consolidating a customer’s products with those of other customers for more efficient shipment), freight under management services ( i.e.

, arranging for and overseeing transportation of customer inventory) and dedicated transportation services, each designed to improve efficiency and reduce transportation and logistics costs to our customers.

We also provide multi-modal global freight forwarding services to support our customers’ needs in certain markets.

Third party managed.

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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.

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Our global footprint enables us to efficiently serve approximately 3,200 customers as of December 31, 2024, consisting primarily of producers, distributors, retailers and e-tailers of frozen and perishable food products, such as fruits, vegetables, meats, seafood, novelties, dairy and packaged foods.

We believe the creditworthiness and geographic diversity of our customer base provide us with stable cash flows and a strong platform for growth.

weighted average length of our relationship with our 25 largest customers in our warehouse segment exceeds 35 years.

The weighted average length of our relationship with our 25 largest customers in our warehouse segment exceeds 35 years.

The total warehouse segment revenues generated by our 25 largest customers in our warehouse segment represent 51%, 49%, and 47% of our total warehouse segment revenues for the years ended December 31, 2024, 2023 and 2022, respectively.

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Network Utilization

% of Warehouse Revenue (1)

% of Warehouse Revenues (1)

# of Sites Credit Rating (Moody’s/S&P) (2)

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Producer 4.7% 29 BBB- | Baa3 ü ü ü ü ü

Producer 3.2% 58 BBB | Baa2 ü ü ü ü ü ü

Retailer 3.5% 13 AA | Aa2 ü ü ü ü ü ü

Retailer 2.7% 11 BBB | Baa2 ü ü ü ü ü

Producer 2.7% 20 NR | NR ü ü ü ü ü ü

Producer 3.1% 26 BBB | Baa2 ü ü ü ü ü

Producer 3.0% 24 NR | NR ü ü ü ü ü ü

Retailer 2.8% 13 BBB | Baa2 ü ü ü ü ü

Producer 2.6% 55 BBB | Baa2 ü ü ü ü ü ü

Producer 2.3% 14 BB+ | Ba2 ü ü ü ü ü

Producer 1.8% 19 NR | NR ü ü ü ü ü

Producer 1.6% 19 A+ | A1 ü ü ü ü ü ü

Retailer 2.2% 4 BBB+ | Baa1 ü ü ü ü ü

Producer 1.8% 21 NR | NR ü ü ü ü ü

Producer 1.8% 22 NR | NR ü ü ü ü

Retailer 1.8% 6 BBB+ | Baa1 ü ü ü ü ü ü

Producer 1.6% 10 BBB | Baa2 ü ü ü ü ü ü

Producer 1.6% 20 A+ | A1 ü ü ü ü ü ü

Producer 1.6% 4 NR | NR ü ü ü ü

Producer 1.5% 14 A+ | A1 ü ü ü ü ü ü

Producer 1.5% 44 A | A2 ü ü ü ü ü ü

Producer 1.4% 24 BBB- | Baa3 ü ü ü ü

Producer 1.4% 11 BBB | Baa2 ü ü ü ü ü ü

Producer 1.5% 32 NR | NR ü ü ü ü ü

Producer 1.3% 19 NR | NR ü ü ü ü ü

Producer 1.2% 24 BBB- | Baa3 ü ü ü ü ü

Producer 1.2% 21 A- | A1 ü ü ü ü ü ü

Producer 1.1% 23 NR | NR ü ü ü ü ü

Producer 1.1% 18 NR | NR ü ü ü ü ü ü

Retailer 1.0% 10 BBB+ | Baa1 ü ü ü ü

Producer 1.0% 4 NR | NR ü ü ü ü

Retailer 0.9% 5 NR | NR ü ü ü

Producer 0.9% 21 BBB- | Baa3 ü ü ü ü

Producer 0.8% 11 BBB | Baa2 ü ü ü ü

(1) Based on warehouse revenues for the year ended December 31, 2024.

Presented on an annualized basis as if we had completed all 2023 acquisitions as of the beginning of the year.

(2) Represents long-term issuer ratings as published in January 2024.

(2) Represents long-term issuer ratings as published in February 2025.

(3) A check mark indicates that the customer had at least one fixed commitment contract or lease with us as of December 31, 2024.

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We are involved in providing services to food producers, distributors, retailers and e-tailers whose businesses, in some cases, are seasonal or cyclical.

In order to mitigate the volatility in our revenue and earnings caused by seasonal business, we have implemented fixed commitment contracts with certain of our customers.

In order to mitigate the volatility in our revenues and earnings caused by seasonal business, we have implemented fixed commitment contracts with certain of our customers.

Our customers with fixed commitment contracts pay for guaranteed warehouse space in order to maintain their required inventory levels, which is especially helpful to them during periods of peak physical occupancy.

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Outside the seven largest owners of temperature-controlled warehouses, the North America temperature-controlled warehouse industry is highly fragmented among numerous owners and operators.

We believe our main competitors include Lineage Logistics, LLC, United States Cold Storage, Inc.

(an affiliate of John Swire & Sons), Interstate Warehousing, FreezPak Logistics, Conestoga Cold Storage, and Congebec Logistics, Inc, in addition to numerous other local, regional and national temperature-controlled warehouse owners, operators and developers.

We believe our main competitors include Lineage, Inc., United States Cold Storage, Inc.

(an affiliate of John Swire & Sons), Interstate Warehousing, Inc., FreezPak Logistics, Vertical Cold Storage, Arcadia Cold Storage & Logistics, and Conestoga Cold Storage, in addition to numerous other local, regional and national temperature-controlled warehouse owners, operators and developers.

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Our main competitors in Europe include Constellation Cold Storage, Lineage Logistics, LLC and NewCold Advanced Logistics.

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HUMAN CAPITAL RESOURCES

Americold is committed to creating a work environment that supports the growth and success of our associates.

We have employees located throughout the world.

As of December 31, 2023, we employed 14,706 people worldwide, 99% of which are full-time associates.

As of December 31, 2024, we had a global workforce of approximately 13,755 employees.

Our associates are based in various locations around the world.

The geographic distribution of our associates as of December 31, 2024, is summarized in the following table:

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Europe 1,335 10 %

Australia/New Zealand 1,610 11 %

South America 127 1 %

Total 13,755 100 %

As of December 31, 2023, approximately 29% of our associates were represented by various local labor unions and associations.

During 2024, we expect to engage in negotiations for 20 agreements, which make up approximately 11% of our associate population.

As of December 31, 2024, approximately 31% of our associates were represented by various local labor unions and associations, and 79 of our 239 warehouses have unionized associates that are governed by 68 different collective bargaining agreements.

We continue to successfully negotiate multiple collective bargaining agreements each year without any work stoppages.

During 2024, we successfully negotiated and renewed 16 agreements.

During 2025, we expect to engage in negotiations for an additional 12 agreements, which make up approximately 5% of our associate population, covering all or parts of 19 operating locations worldwide.

We do not anticipate any workplace disruptions during this renewal process.

We consider our labor relations to be positive and productive.

Equity, Diversity, Inclusion and Belonging

We believe that how we attract, develop, and retain our talent is critical to how we achieve our strategic objectives and create sustained growth and value for our stockholders, customers, and associates.

We are devoted to fostering a work environment where associates from diverse backgrounds are culturally and socially appreciated as their unique selves and can thrive as valued members of the organization.

We are committed to developing and implementing programs and practices that create a supportive learning environment and encompasses communication of diverse perspectives and experiences.

We believe that attracting, developing, and retaining top talent is crucial to achieving our strategic goals and creating long-term value for our shareholders, customers, and associates.

We are dedicated to fostering a work environment where associates from diverse backgrounds are appreciated as their unique selves and can thrive as

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valued members of the organization.

We are committed to developing and implementing programs and practices that foster a supportive learning environment and encompass communication of diverse perspectives and experiences.

We are an equal opportunity employer, with all qualified applicants receiving consideration for employment without regard to race, color, national origin, ancestry, religion, genetic information, physical or mental disability, marital status, age, sexual orientation or identification, gender, veteran status, political affiliation, physical appearance, or any other characteristic protected by federal, state, or local law.

It is our policy to recruit talent

based on skill, knowledge, and experience, without discrimination.

It is our policy to recruit talent based on skill, knowledge, and experience, without discrimination.

We evaluate compensation equity annually and ensure action plans are in place to address pay disparities when applicable.

During 2023, we conducted an enterprise-wide engagement survey, which was available in 16 languages that focused on measuring the engagement and inclusion of our associates.

Americold achieved a higher engagement score and a higher associate response rate in 2023 as compared to 2022, continuing our trend of improving year over year.

Creating a positive employee experience where individuals and teams feel their work is satisfying and impactful is a key focus area of ours.

We continually assess and strive to enhance associate satisfaction and engagement.

In 2023 our Global Culture Committee, which is comprised of associate representatives from across all regions and levels of the organization, established messaging around Americold’s commitment to Diversity, Inclusion & Belonging (“DI&B”) and launched an Americold PROUD #ibelong campaign.

This was the Committee’s first big step to integrate DI&B into every aspect of Americold’s culture through training, processes, and general awareness communication.

The goal is to embed inclusion into our everyday operations where our associates can thrive as valued team members.

We continue to emphasize associate development and training.

Our associates are offered regular opportunities to participate in formal and informal personal growth and professional development programs.

Associates completed over 338,612 hours of training in 2023.

In September 2023, Americold introduced the Value-Centered Leader Program to support the successful progression of front-line supervisors and managers to lead with the Company’s core values.

The 12-week program takes participants on a learning journey – from leading self, to leading others, to leading Americold, with curriculum that’s rooted in the Americold values:

Customer Service, Integrity, Giving Back, Accountability, and Teamwork.

Other formal offerings for associates include tuition reimbursement, leadership development experiences, and a diverse curriculum of online learning programs.

Our Annual Leadership Conference, a three-day event for nearly 400 site and senior leaders to come together to align strategies and operations, was held in the first quarter of 2023.

The conference included workshops, training, engagement, collaboration, and professional growth opportunities.

We also continue to offer an executive coaching program to enhance leadership capabilities across the organization.

Throughout 2023, our focus remained on streamlining processes and tools within our organization.

Our associates are heavily invested in ensuring that the design phases of our global ERP implementation results in improved efficiency and increased transparency.

We also rolled out Leader Standard Work—a set of recurrent management techniques, tools, and skills—to associates across our operations and HR teams which is intended to improve management performance and foster cross-team communication.

In 2024, we administered a company-wide engagement survey, available in 16 languages, to emphasize engagement, development, culture, and inclusion among associates.

Americold experienced increased engagement scores and response rates in 2024 compared to 2023, maintaining our annual improvement trend.

Our core priority is to foster a positive employee experience where individuals and teams can find meaning and impact in their work.

We continually assess and strive to improve associate satisfaction and engagement.

Our Global Culture Committee, representing associates worldwide and across all levels, expanded its impact and reach this past year by appointing Culture Ambassadors globally.

These Ambassadors focus on associate engagement and promoting awareness of training, procedures, and communication to foster inclusivity within our culture.

We remain committed to fostering associate growth and development through training.

Our associates are afforded regular opportunities to participate in formal and informal personal growth and professional development programs.

In 2024, our associates completed over 316,890 hours of training.

We have implemented presentation skills training for manager and director levels and expanded the Value Centered Leadership Academy programs for first time supervisors and managers worldwide, enabling them to lead with the company’s core values.

Americold launched the Enterprise Leadership Excellence Program in 2024 to foster the successful development of Functional and Operational Vice Presidents, and General Managers.

Additionally, associates have access to various functional and technical trainings, tuition reimbursement, leadership development, and a diverse curriculum of online learning programs.

We also continue to offer executive coaching to our Director level and above associates to enhance leadership capabilities across the organization.

In the first quarter of 2024, our Annual Leadership Conference, a three-day event, brought together nearly 400 site and senior leaders to align strategies and operational priorities.

The conference featured workshops, training, engagement, best practice sharing, and professional growth opportunities.

Throughout 2024, our focus remained on enhancing our data accuracy, streamlining processes and tools within our organization.

We are deploying a global ERP system, and associates are engaging in training to grasp the system and design processes to boost efficiency and increase transparency.

Giving Back to the communities where we live and work is at the heart of who we are as a Company and reflects the desire of our associates to get involved in ways that are meaningful to them.

To help guide and better align our giving back efforts across the Company, we updated our Giving Back policy in 2023 to provide guidance to leaders in planning events for their teams.

We also introduced Giving Back Month, held in September, to encourage philanthropic activities across our sites globally.

We’re particularly proud of our associates and their efforts to give back and help those in need.

We partner with and support organizations around the globe that contribute to fighting hunger and supporting the growth and development of children and teens.

In 2024, our associates recorded more than 5,800 volunteer hours to support causes around the globe that contribute to fighting hunger and supporting the growth and development of children and teens like Big Brothers Big Sisters, Ronald McDonald House, Meals on Wheels and so many more.

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Our most significant partnership is with Feed the Children in the United States, through which we provide donations, complimentary temperature-controlled transportation of food products and volunteer opportunities for our associates.

Our associates are not only making a difference in their communities, but they also have strong passion and support for each other.

Americold Foundation was introduced to give associates the opportunity to contribute monetary donations to aid members of the Americold family in need.

All associates around the world can contribute as well as be recipients of this charitable foundation.

Americold matches all donations dollar for dollar and covers all the operating expenses for the fund.

In 2024, we helped supply refrigerated transportation for over 800,000 lbs.

of product, covering approximately 6,500 miles and over 660,000 meals for families in need.

Our associates also held several Resource Rallies and Backpack-N-Go events ‘actively distributing resources and smiles,’ according to FEED representatives.

Not only do our associates make a difference in their local community, but they also have strong passion and support for each other.

Americold Foundation was introduced to give associates the opportunity to contribute monetary donations for members of the Americold family in need.

Associates around the world can contribute as well as be recipients of this charitable foundation.

Americold matches all donations dollar for dollar and covers the operating expenses for the fund.

Associates in need are encouraged to apply for a grant from the Americold Foundation Fund to ease their financial burden.

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Safety is an important focus area and foundational to Americold’s culture.

Americold continues to be a Total Recordable Incident Rate (“TRIR”) industry leader by recording numbers well below the refrigerated warehousing and storage industry average of 4.6.

Americold continues to be a Total Recordable Incident Rate (“TRIR”) industry leader by recording numbers well below the refrigerated warehousing and storage industry’s annual average of 4.3.

We finished 2024 with a TRIR of 2.24.

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This program is implemented worldwide and serves to make safety part of an open and regular dialogue.

Supervisors learn to address unique issues and performance at their site.

They also learn effective remediation strategies.

Supervisors learn to address unique issues and performance at their site and they also learn effective remediation strategies.

Monthly Safety Inspections are performed at the facilities to ensure compliance with regulatory agency requirements and industry best practices, while also promoting continuing education for our site leaders to increase their knowledge in providing a safe working environment where every associate returns home at the end of the day the same way they arrived.

A Site Safety Committee at each Americold facility meets monthly to develop and promote a healthy and safe environment for all employees and visitors to our facilities.

Our committees include associates from every department, including leaders, and focus on feedback provided from all the individuals at the site to drive the overall safety culture.

Over the last three years, Americold has moved its protocols and safety reporting to an online platform that is used globally.

This online platform enables BBS observations, Safety Management System (“SMS”) audits, monthly inspections, and incident investigations can be conducted via a mobile device.

In 2022, the full platform

was introduced to our Asia Pacific facilities, and in 2023, the Incident Investigation and Corrective Actions module was launched for our Europe facilities.

In 2023, we engaged in a process to streamline our training and reporting processes to help make the experiences for our facilities as efficient and effective as possible.

Because our most valuable asset is our people, we are constantly looking to give associates the wellbeing support they need with the goal of having a healthier and more engaged workforce.

We look at wellbeing from a holistic perspective inclusive of physical, mental, and financial wellness.

In the U.S., we offer a Health Reimbursement Account program funded solely by Americold.

This program encourages annual wellbeing exams and self-health awareness, and rewards associates who participate in it.

In 2023 we introduced emergency dependent care in the U.S., which will be available for associates in 2024.

Globally, we offer comprehensive Employee Assistance Programs that assist associates with personal and/or work-related situations that may impact their job performance, health, and general sense of wellbeing.

For financial wellness, we offer a variety of retirement programs globally that provide associates flexibility towards their retirement options.

Total Rewards

A Site Safety Committee at each Americold facility meets monthly to develop and promote a healthy and safe environment for all employees and visitors to our facilities through the involvement of all individuals with regards to education, communication, and safe work practices.

Our committees include associates from every department, including leaders, and focus on feedback provided from individuals at the site to drive the overall safety culture.

Americold utilizes a safety software system (Vector) as the sole repository for its safety policies, safety training and safety reporting that is used globally.

This safety system enables our management team to perform their BBS observations, monthly safety audits, tracking of corrective actions, monthly inspections, and incident investigations.

Vector also provides our management team with the capability to conduct these safety initiatives via a mobile device or iPad.

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In 2025, we will be redeploying our hazard recognition module within Vector globally to encourage our front-line associates to become more deeply embedded in our safety program.

The hazard recognition module will provide associates with a mechanism to confidentially report unsafe conditions and/or acts in a facility via a mobile device.

This approach will allow Americold to not only drive safety from the top down, but also from the bottom up and encourage engagement and ownership of safety across our network.

Compensation and Benefits

Because our most valuable asset is our people, we are constantly looking to give associates the well-being support they need with the goal of having a healthier and more engaged workforce.

We look at well-being from a holistic perspective inclusive of physical, mental, and financial wellness.

We provide programs and benefits designed to attract, retain and reward high-performing associates.

In addition to salaries or hourly wages, our compensation programs, which vary by geography and acquired entity, can include performance incentives for front-line workers, annual bonuses, share-based compensation awards, paid time off, retirement savings programs, healthcare and insurance benefits, health savings accounts, flexible work schedules, employee assistance programs and tuition assistance.

To foster a stronger sense of ownership, aid in retention and align the interests of our associates with our stockholders, we provide restricted stock units to eligible associates through our equity incentive programs.

In 2023, we expanded our equity incentive program to include all general managers across our operations in APAC after introducing the program to general managers in the U.S.

in the prior year.

To drive further engagement and individual ownership of the Company, we offer an Employee Stock Purchase Program (“ESPP”) which provides our associates an opportunity to purchase Americold stock at a discounted price.

In 2023, we began introducing a global rewards and recognition program that is anchored in our organizational values of customer service, integrity, giving back, accountability, and teamwork.

This program was initially launched in North America with plans to expand globally in 2024.

In 2024, we expanded our U.S.

benefits offerings to include musculoskeletal and physical therapy programs, as well as a back-up childcare programs that offers our associates options for unplanned emergencies.

For financial wellness, we offer a variety of retirement programs globally that provide associates flexibility towards their retirement options.

To foster a stronger sense of ownership, aid in retention and align the interests of our associates with our shareholders, we provide restricted stock units to eligible associates through our equity incentive programs.

Business Conduct and Ethics

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The Company’s Audit Committee is routinely briefed on complaints received and has access to reports made through our Ethics Helpline.

We have also adopted a Human Rights Policy overseen by our Board of Directors, which outlines our commitment to the United Nations Universal Declaration of Human Rights, and a policy against modern slavery, ensuring transparency within our business.

We have also adopted a Human Rights Policy overseen by our Board of Directors (the “Board”), which outlines our commitment to the United Nations Universal Declaration of Human Rights, and a policy against modern slavery, ensuring transparency within our business.

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REGULATORY MATTERS

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Most of our properties in the United States are subject to compliance with federal regulations regarding food safety.

Under the Public Health Security and Bioterrorism Preparedness and Response Act of 2002, the United States Food and Drug Administration, or the FDA, requires us to register all warehouses in which food is stored and further requires us to maintain records of sources and recipients of food for purposes of food recalls.

The Food Safety Modernization Act, or FSMA significantly expanded the FDA’s authority over food safety, providing the FDA with tools to proactively ensure the safety of the entire food system, including hazard analysis and preventive controls requirements, food safety planning, requirements for sanitary transportation of food, and increased inspections and mandatory food recalls under certain circumstances.

Under the Public Health Security and Bioterrorism Preparedness and Response Act of 2002, the United States Food and Drug Administration (the “FDA”), requires us to register all warehouses in which food is stored and further requires us to maintain records of sources and recipients of food for purposes of food recalls.

The Food Safety Modernization Act (the “FSMA”) significantly expanded the FDA’s authority over food safety, providing the FDA with tools to proactively ensure the safety of the entire food system, including hazard analysis and preventive controls requirements, food safety planning, requirements for sanitary transportation of food, and increased inspections and mandatory food recalls under certain circumstances.

The most significant rule under the FSMA which impacts our business is the Current Good Manufacturing Practice and Hazard Analysis and Risk-Based Preventive Controls for Human Food rule.

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This is in addition to requirements that we satisfy existing Good Manufacturing Practices with respect to the holding of foods, as set forth in FDA regulations.

The USDA also grants to some of our warehouses “ID status,” which entitles us to handle products of the USDA.

The United States Department of Agriculture (the “USDA”) also grants to some of our warehouses “ID status,” which entitles us to handle products of the USDA.

Any products destined for export must also satisfy the applicable export requirements.

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To the extent we fail to comply with existing food safety regulations or contractual obligations, or are required to comply with new regulations or obligations in the future, it could adversely affect our business, financial condition, liquidity, results of operations and prospects, as well as the amount of funds available for distribution to our stockholders.

Occupational Safety and Health Act, or OSHA

Our properties in the United States are subject to regulation under OSHA, which requires employers to provide associates with a safe work environment free from hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress and unsanitary conditions.

Occupational Safety and Health Act

Our properties in the U.S.

are subject to regulation under Occupational Safety and Health Act of 1970 (“OSHA”), which requires employers to provide associates with a safe work environment free from hazards, such as exposure

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to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress and unsanitary conditions.

In addition, due to the amount of ammonia stored at some of our facilities, we are also subject to compliance with OSHA’s Process Safety Management of Highly Hazardous Chemicals standard and OSHA’s ongoing National Emphasis Program related to potential releases of highly hazardous chemicals.

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A failure to comply with, or the cost of complying with, these laws and regulations could materially adversely affect our business, financial condition, liquidity, results of operations and prospects and, consequently the amounts available for distribution to our stockholders.

Corporate Sustainability Reporting Directive

On January 5, 2023, the Corporate Sustainability Reporting Directive (“CSRD”) entered into force in the European Union (“EU”).

Broadly, the CSRD amends and strengthens the rules introduced on sustainability reporting for companies, banks and insurance companies subject to the Non-Financial Reporting Directive (2014/95/EU) (“NFRD”) as well as requiring a broader range of companies to produce detailed and prescriptive reports on sustainability-related matters within their financial statements – including large EU companies (as well as for EU subsidiaries of non-EU parent companies), EU and non-EU-companies (including small and medium sized enterprises) with listed securities on EU-regulated markets (except micro-undertakings) and non-EU companies with significant turnover and a legal presence on EU markets.

The reporting requirements are being phased in for 2024, with the first reports including audited information on sustainability-related matters being published in 2025 to cover the 2024 financial year.

Disclosures must be made in accordance with the European Sustainability Reporting Standards, the first set of which were published in the Official Journal on December 22, 2023 in the form of a delegated regulation.

Sector-specific and non-EU company reporting standards are still being developed.

There can be no assurance that developments with respect to the CSRD will not adversely affect us or our subsidiaries.

One or more of our subsidiaries may fall within scope of the CSRD and this may lead to increased costs due to the compliance burden.

In addition, the compliance burden and related costs may increase over time.

Failure to comply with the CSRD may lead to investigations and audits, fines, exclusion from public procurement, other enforcement action or liabilities, including civil liability or liability from third-party claims, and reputational damage.

We and our subsidiaries are subject to the risk that similar measures might be introduced in other applicable jurisdictions.

Additionally, compliance with any new laws or regulations increases our regulatory burden and could make compliance more difficult and expensive, affect the manner in which we conduct our businesses and adversely affect profitability.

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INSURANCE COVERAGE

We carry comprehensive general liability, fire, extended coverage, business interruption, umbrella liability and environmental coverage on all of our properties with limits of liability which we deem adequate.

Similarly, we are insured against the risk of direct physical damage in amounts we believe to be adequate to reimburse us on a replacement basis for costs incurred to repair or rebuild each property, including loss of business profits during the reconstruction period.

We are insured against the risk of direct physical damage in amounts we believe to be adequate to reimburse us on a replacement basis for costs incurred to repair or rebuild each property, including loss of business profits during the reconstruction period.

We also carry coverage for customers’ products in our warehouses that are damaged due to our negligence.

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In addition, we maintain excess loss coverage to insure against losses in excess of the reserves that we have established for these claims in amounts that we consider appropriate.

We will not carry insurance for generally uninsured losses such as loss from riots or war;

We do not carry insurance for generally uninsured losses such as loss from riots or war;

however, we do include coverage for risks across all programs for acts of terrorism.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business