2024
ANNUAL
REPORT
BUILD A
BETTER WORLD
Arcosa is a provider of
infrastructure-related
products and solutions
with leading brands
serving construction,
engineered structures,
and transportation
markets.
FORWARD-LOOKING STATEMENTS
This document contains forward-looking
statements as defined by the Private Securities
Litigation Reform Act of 1995. Forward-looking
statements are subject to risks and uncertainties
that could cause actual results to differ materially
from such forward-looking statements. For more
information on these risks and uncertainties,
please refer to “Risk Factors” and the “Forward-
Looking Statements” section of “Management’s
Discussion and Analysis of Financial Condition
and Results of Operations” of the Form 10-K
included in this Annual Report.
NON-GAAP FINANCIAL MEASURES
This document contains financial measures that
have not been prepared in accordance with
U.S. generally accepted accounting principles
(“GAAP”). Reconciliations of non-GAAP financial
measures to the closest GAAP measure are
provided on pages 10-13.
2024 ANNUAL REPORT
Our individual businesses have built reputations
for quality, service, and operational excellence
over decades. Arcosa serves a broad spectrum of
infrastructure-related markets and is strategically
focused on driving organic and disciplined
acquisition growth to capitalize on the
fragmented nature of many of the industries
in which we operate.
With Arcosa’s current platform of businesses
and additional growth opportunities, we
are well-aligned with key market trends
such as the replacement and growth of
transportation infrastructure; the continued
shift to renewable power generation; and the
expansion of new transmission, distribution, and
telecommunications infrastructure.
ARCOSA BY THE NUMBERS
WE MOVE
INFRASTRUCTURE
FORWARD
$2.6B
$148M
$447M
~6,250
85+
Year Ended 12.31.2024
Revenues
Adjusted Net Income
Adjusted EBITDA
Employees
Years Operating
OUR THREE INFRASTRUCTURE-RELATED SEGMENTS
PG. 01 | 2024 ANNUAL REPORT
2024 was a pivotal year for Arcosa as we successfully
executed on our strategy of optimizing our portfolio
by expanding our growth businesses while reducing
our overall complexity and cyclicality. We generated
double-digit revenue and Adjusted EBITDA growth
with significant margin expansion, balanced between
organic and inorganic contributions.
A TRANSFORMATIVE YEAR
In a word, 2024 was about transformation and
represented an inflection point. We completed two
key strategic acquisitions in 2024 that significantly
advanced our transformation.
Ameron Pole Products was acquired early in the year
and established our foothold in the attractive lighting
poles and traffic signals markets, complementing our
existing product offerings within Engineered Structures
at an accretive margin.
Stavola, the largest acquisition in our history, closed
in October and represented a game changer for our
construction materials business. The acquisition adds a
premier aggregates-led platform in the nation’s largest
MSA with favorable attributes from its exposure to
lower volatility, infrastructure-led end markets. Stavola
is an excellent strategic fit for Arcosa, expanding
our product offerings and geographic footprint with
operations primarily in New Jersey. With Stavola,
we increased our exposure to higher value-added
construction products, driving additional Adjusted
EBITDA margin improvement for the Construction
Products segment and the company overall.
In 2024, we also made significant progress on key
organic projects that we expect will drive growth and
support further margin expansion. In our construction
materials business, we fully ramped up a greenfield
aggregates operation in Texas and our specialty
plaster expansion in Oklahoma. We also started several
recycled aggregates facilities adjacent to our current
operational footprint. Within Engineered Structures,
we began shipping the first wind towers from our new
facility in Belen, New Mexico. We also made significant
progress ramping up production in our new concrete
utility pole plant in Florida.
Finally, we advanced the simplification of our portfolio in
2024. During the year, we divested our steel components
business within Transportation Products. We also pruned
our Construction Products portfolio of underperforming
assets with the sale of a subscale asphalt operation and
the closure of some small aggregates operations that
were no longer strategic.
Today, we are better positioned to drive sustainable long-
term growth than we were when we became a stand-
alone company six years ago.
RECORD FINANCIAL RESULTS
During 2024, we continued to demonstrate our ability to
grow earnings and margins while generating solid cash
flow. We achieved strong performance across nearly
every part of our business and reported record full-year
revenues, Adjusted EBITDA, and margin in 2024.
Revenues increased 15% for the full year to $2.5 billion
and Adjusted EBITDA grew 35% — resulting in margin
expansion of 260 basis points, normalizing for one-
time events in 2023 and 2024. Equally important, the
Adjusted EBITDA growth was split evenly between
organic and inorganic drivers, underscoring the strength
of our business.
We maintained a disciplined approach to capital
allocation and our balance sheet is solid. To fund the
Stavola acquisition, we added incremental debt in 2024,
which increased our leverage ratio at year-end. We
are committed to returning to our target net leverage
ratio of 2.0 to 2.5x within 18 months of the closing of
the acquisition. Our strong earnings and cash flow
generation in the fourth quarter enabled us to repay all
outstanding borrowings on our revolver and lowered
our net leverage ratio to 2.9x from 3.4x times following
the Stavola acquisition. In the coming year, our capital
allocation priorities are to reduce debt and support
growth through organic projects underway.
I am proud of delivering another record-setting year of
financial performance. 2024 was an exceptional year and
positions us well for 2025.
PG. 02 | 2024 ANNUAL REPORT
DEAR FELLOW SHAREHOLDERS:
15%
35%
Consolidated
Revenue Growth
Consolidated Adjusted
EBITDA growth
PORTFOLIO REALIGNMENT DRIVES
MARGIN EXPANSION
Our business segments benefitted from healthy market
demand, acquisitions and divestiture of non-strategic
assets and were supported by solid organic growth.
Construction Products grew revenues 10%, benefitting
from both organic and inorganic contribution. Pricing
momentum in our aggregates business remained
strong, helping offset volume weakness partly due to
unfavorable weather throughout the year. Adjusted
Segment EBITDA increased 26% and margin expanded
over 300 basis points, adjusting for the large land sale
gain in the prior year.
Engineered Structures increased organic volumes
in utility structures and wind towers and benefitted
from the Ameron acquisition. Revenues increased 20%
and Adjusted Segment EBITDA grew 37%, resulting in
margin expansion of 190 basis points. At year’s end,
the combined backlog for utility, wind, and related
structures was $1.2 billion, providing solid production
visibility for 2025.
Transportation Products experienced higher tank barge
volumes and improved efficiencies, which resulted in
Adjusted Segment EBITDA growth of 37%, excluding
the impact of the divested steel components business.
This resulted in margin expansion of 240 basis points.
We ended the year with barge backlog of $280 million,
which extends into 2026. Overall, the industry fleet is
aging as construction of new barges has not kept pace
with scrapping, creating pent-up replacement demand.
LOOKING AHEAD
Arcosa entered 2025 in a strong position. Infrastructure-
led demand fundamentals are expected to continue
to positively impact many of our businesses. In 2025,
we plan to continue executing on our strategic growth
objectives, benefitting from the transformative actions
we have taken throughout 2024. These actions have
simplified our portfolio, reduced cyclicality, and
provided entry into attractive new markets at an
accretive margin.
As a predominantly U.S.-centric company, we are
encouraged by the pro-growth agenda of the new
administration and its focus on reducing regulatory
burdens to improve bottlenecks. While the potential
impacts of both tariffs and renewable energy policy
changes are unknown, we maintain an optimistic
outlook that policies broadly will support the rebuilding,
strengthening, and advancement of the country’s
infrastructure. While possible policy changes create
short-term uncertainty, we believe Arcosa is well
prepared and will be monitoring the situation closely.
We consider a strong balance sheet and cash flow
generation to be key pillars to the success of our
strategy, enabling us to continue to invest for the future.
To that end, we expect to be disciplined and strategic
with our deployment of capital in 2025 as we prioritize
returning to our target net leverage ratio following the
acquisition of Stavola. The foundation of our business is
strong and, with our diversified portfolio and attractive
growth opportunities, we believe we are well-positioned
for further success.
IN CLOSING
I thank my colleagues for their dedication and hard
work. And thank you to our customers, partners, and
shareholders for trusting and supporting us. I also want
to express our gratitude to our former director, Ronald
J. Gafford, who retired from our Board of Directors this
past May after 25 years of combined service to Arcosa
and our former parent. His leadership and dedication
was invaluable and we wish him all the best.
As proud as I am of what we accomplished in 2024,
I am even more excited about the opportunities
going forward.
Very truly yours,
ANTONIO CARRILLO
President and
Chief Executive Officer
PG. 03 | 2024 ANNUAL REPORT
We activate the potential of our people
We care for our customers
We optimize operations
We integrate sustainability into our daily
practices as well as our long-term strategy
We promote a results-driven culture that is
aligned with long-term value creation
We are committed: innovative, focused, results-oriented
We act with integrity: principled, honest, fair
We make things happen: agile, driven, passionate
We win together: collaborative, dedicated, united
VISION
UNIFIED IN OUR
COMMITMENT TO
BUILD A BETTER
WORLD
PROMISE
VALUES
At ARCOSA:
We advance principles of sustainability and a safety-focused culture
AS WE GROW OUR BUSINESS, WE EXPAND OUR POSITIVE IMPACT
GROW
in attractive
markets where we
can achieve sustainable
competitive advantages
REDUCE
the complexity
and cyclicality of
the overall business
IMPROVE
long-term
returns on
invested capital
INTEGRATE
Environmental, Social,
and Governance
(ESG) initiatives into
our long-term strategy
MAINTAIN
a healthy
balance sheet
through prudent
deleveraging
PG. 04 | 2024 ANNUAL REPORT
LONG-TERM STRATEGY
ENVIRONMENT
Air Quality
Waste Management
Water Management
Land Management
Energy Management & GHG Emissions
Recycled Materials
PEOPLE
Safety Culture & Performance
Recruiting, Employee
Development, & Talent Retention
Employee Health & Wellness
Community Impact
PRODUCTS
Product Quality & Service
Supplier Management
Raw Material Availability
Circular Economy
GOVERNANCE
Business Ethics & Compliance
Cybersecurity
Human Rights
Corporate Governance
LAYING THE FOUNDATION FOR A MORE SUSTAINABLE FUTURE
SUSTAINABILITY
We have identified three impact areas within our strategy:
Inclusive social engagement
that leads to a strong
workforce, strong relationships,
and strong communities
Governance excellence
through high standards of
ethics and compliance in
all we do
Collaborative environmental
action at our sites to preserve
and protect air, water, and land
for future generations
Our strategy is to implement business-practical initiatives in high-impact areas, with direct benefits
for our plants and people and far-reaching benefits for our communities and the environment.
2024 MILESTONES
Published our
fourth annual
Sustainability Report
Invested in the communities
where we operate
Focused on
high-impact emissions
reductions and energy
efficiency projects
Conducted comprehensive
sustainability materiality
assessments to prioritize topics
important to our stakeholders
Launched second Arcosa
Leadership, Exploration,
and Development
(LEAD) cohort
Broadened Arcosa’s ARC 100
Safety Culture Initiative to
include Serious Injury and Fatality
(SIF) Prevention Program, ALIVE
We provide more detail regarding our goals and initiatives in our most recent Sustainability Report, located on our website at
www.arcosa.com/sustainability.
PG. 05 | 2024 ANNUAL REPORT
CONSTRUCTION
PRODUCTS
$1,105M
OUR CONSTRUCTION PRODUCTS segment provides
products that are used in various areas of construction activity,
including infrastructure, residential, non-residential, and specialty/
other end markets. As the United States continues to experience
population growth and replaces its aging infrastructure, we
believe our businesses are well-positioned to benefit from this
activity. Additionally, our products are used in a variety of other
markets, including certain agricultural and energy markets.
Arcosa completed the acquisition of the construction materials
business of Stavola Holding Corporation and its affiliated
entities (“Stavola”) for $1.2 billion on October 1, 2024. Founded
in 1948, Stavola is an aggregates-led and vertically integrated
construction materials company primarily serving the New York-
New Jersey Metropolitan Statistical Area through its network of
five hard rock natural aggregates quarries, 12 asphalt plants, and
three recycled aggregates sites.
PRIMARY PRODUCTS
> Natural and recycled aggregates
> Specialty materials, including
lightweight aggregates and plaster
> Asphalt
> Trench shields and shoring products
PRIMARY MARKETS SERVED
> Infrastructure, including road,
bridge, and other public projects
> Residential construction
> Non-residential construction
> Agriculture
> Specialty building products
> Underground construction
43% of consolidated revenue
2024 Revenues
NATURAL & RECYCLED
AGGREGATES
SPECIALTY MATERIALS & ASPHALT
CONSTRUCTION SITE
SUPPORT
PG. 06 | 2024 ANNUAL REPORT
2024 Revenues
ENGINEERED
STRUCTURES
OUR ENGINEERED STRUCTURES segment serves
a broad spectrum of infrastructure markets, including
electricity transmission and distribution, wind power
generation, highway and road construction, and wireless
communication. We believe we are well-positioned to
benefit from significant upgrades in the electrical grid to
support enhanced reliability; policy changes encouraging
more generation from renewable energy sources;
the expansion of new transmission, distribution, and
telecommunication infrastructure; and the replacement
and growth of the U.S. highway and road system.
During 2024, we completed the acquisition of Ameron
Pole Products, LLC (“Ameron”), which expanded our
traffic structures business — including the addition of
concrete traffic structures — and provided entry into the
complementary steel and concrete lighting pole market.
PRIMARY PRODUCTS
> Utility structures
> Wind towers
> Traffic & lighting structures
> Telecommunication structures
PRIMARY MARKETS SERVED
> Electricity transmission and distribution
> Wind power generation
> Highway road construction
> Wireless communication
UTILITY STRUCTURES
WIND TOWERS
TRAFFIC & LIGHTING &
TELECOM STRUCTURES
$1,047M
41% of consolidated revenue
PG. 07 | 2024 ANNUAL REPORT
2024 Revenues
TRANSPORTATION
PRODUCTS
OUR TRANSPORTATION PRODUCTS segment
consists of established companies that supply
manufactured steel products to the transportation
industry. These transportation products serve a wide
variety of markets, including the transportation of
commodities such as grain, coal, aggregates, chemicals,
fertilizers, petrochemicals, and refined products.
In August 2024, we completed the divestiture of our
steel components business, a leading supplier of railcar
coupling devices, railcar axles, and circular forgings.
PRIMARY PRODUCTS
> Inland barges
> Fiberglass barge covers, winches,
and other components
> Axles and couplers for railcars
and locomotives1
> Industrial and military castings and
forged products1
PRIMARY MARKETS SERVED
Transportation products serving
numerous markets, including:
> Agriculture/food products
> Refined products
> Chemicals
> Upstream oil
> Railcar manufacturers and
maintenance operations1
BARGES
MARINE COMPONENTS
STEEL COMPONENTS1
$418M
16% of consolidated revenue
1 In August 2024, we completed
the sale of our steel components
business. We recognized $88M
in revenues from our steel
components business during 2024.
PG. 08 | 2024 ANNUAL REPORT
JOSEPH ALVARADO
Former Chairman and Chief Executive Officer,
Commercial Metals Company
RHYS J. BEST
Chairman (Non-Executive) of the Board of
Directors, Arcosa, Inc.
ANTONIO CARRILLO
President and Chief Executive Officer, Arcosa, Inc.
JEFFREY A. CRAIG
Former Executive Chairman, Meritor, Inc.
STEVEN J. DEMETRIOU
Executive Chair of Amentum Holdings, Inc.
JOHN W. LINDSAY
Chief Executive Officer, President, and Director,
Helmerich & Payne, Inc.
KIMBERLY S. LUBEL
Former Chairman, President, and Chief Executive
Officer, CST Brands, Inc.
JULIE A. PIGGOTT
Retired Executive Vice President and
Chief Financial Officer, BNSF Railway Company
MELANIE M. TRENT
Former EVP, General Counsel, and Chief
Administrative Officer, Rowan Companies PLC
ANTONIO CARRILLO
President and Chief Executive Officer
GAIL M. PECK
Chief Financial Officer
KERRY S. COLE
Group President
JESSE E. COLLINS, JR.
Group President
REID S. ESSL
Group President
BRYAN P. STEVENSON
Chief Legal Officer
MARY E. HENDERSON
SVP, Corporate Administration
SUZANNE M. MYERS
Chief Human Resources Officer
ROBERT ROSEN
Chief Information Officer
BOARD OF DIRECTORS
SENIOR MANAGEMENT
BUILDING WHAT MATTERS MEANS SETTING HIGH STANDARDS
PG. 09 | 2024 ANNUAL REPORT
LEADERSHIP
GAAP does not define “Adjusted Net Income” and it should not be considered as an alternative to earnings measures defined by GAAP,
including net income. We use this metric to assess the operating performance of our consolidated business. We adjust net income
for certain items that are not reflective of the normal operations of our business to provide investors with what we believe is a more
consistent comparison of earnings performance from period to period.
(1) Expenses associated with acquisitions and divestitures, including the cost impact of the fair value markup of acquired
inventory, advisory and professional fees, integration, separation, and other transaction costs. For the twelve months ended
December 31, 2024, includes legal fees accrued in interest expense in connection with the committed senior secured 364-day
bridge loan facility that was available to fund the Stavola acquisition in the event permanent financing was not obtained prior
to closing, tax expense associated with the remeasurement of deferred taxes due to state apportionment changes resulting
from the acquisition of Stavola, and tax expense related to non-deductible goodwill resulting from the divestiture of the steel
components business.
ADJUSTED NET INCOME
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
($ in millions)
(unaudited)
ARCOSA, INC.
Year Ended
December 31,
2024
Net income (loss)
$93.7
(Gain) loss on sale of businesses, net of tax
1.6
Impact of acquisition and divestiture-related expenses, net of tax(1)
48.2
Impairment charge, net of tax
4.4
Adjusted Net Income
$147.9
PG. 10 | 2024 ANNUAL REPORT
(1) Includes the impact of the fair value markup of acquired long-lived assets, subject to final purchase price adjustments.
(2) Expenses associated with acquisitions and divestitures, including the cost impact of the fair value markup of acquired inventory,
advisory and professional fees, integration, separation, and other transaction costs.
ARCOSA, INC.
“EBITDA” is defined as net income plus interest, taxes, depreciation, depletion, and amortization. “Adjusted EBITDA” is defined as
EBITDA adjusted for certain items that are not reflective of the normal earnings of our business. GAAP does not define EBITDA or
Adjusted EBITDA and they should not be considered as alternatives to earnings measures defined by GAAP, including net income. We
use Adjusted EBITDA to assess the operating performance of our consolidated business, as a metric for incentive-based compensation,
as a measure within our lending arrangements, and as a basis for strategic planning and forecasting as we believe that it closely
correlates to long-term shareholder value. As a widely used metric by analysts, investors, and competitors in our industry, we believe
Adjusted EBITDA also assists investors in comparing a company’s performance on a consistent basis without regard to depreciation,
depletion, amortization, and other items which can vary significantly depending on many factors. “Adjusted EBITDA Margin” is defined
as Adjusted EBITDA divided by Revenues.
CONSOLIDATED ADJUSTED EBITDA
Year Ended
December 31,
2024
2023
Revenues
$2,569.9
$2,307.9
Net income
93.7
159.2
Add:
Interest expense, net
63.4
23.4
Provision for income taxes
36.3
36.7
Depreciation, depletion, and amortization expense(1)
195.0
159.5
EBITDA
388.4
378.8
Add (less):
(Gain) loss on sale of businesses
2.1
(6.4)
Impact of acquisition and divestiture-related expenses(2)
46.5
2.2
Impairment charge
5.8
—
Benefit from reduction in holdback obligation
—
(5.0)
Other, net (income) expense
4.2
(2.0)
Adjusted EBITDA
$447.0
$367.6
Adjusted EBITDA Margin
17.4%
15.9%
PG. 11 | 2024 ANNUAL REPORT
(1) Includes the impact of the fair value markup of acquired long-lived assets, subject to final purchase price adjustments.
(2) Expenses associated with acquisitions and divestitures, including the cost impact of the fair value markup of acquired inventory,
advisory and professional fees, integration, separation, and other transaction costs.
ARCOSA, INC.
“Segment EBITDA” is defined as segment operating profit plus depreciation, depletion, and amortization. “Adjusted Segment EBITDA”
is defined as Segment EBITDA adjusted for certain items that are not reflective of the normal earnings of our business. GAAP does
not define Segment EBITDA or Adjusted Segment EBITDA and they should not be considered as alternatives to earnings measures
defined by GAAP, including segment operating profit. We use Adjusted Segment EBITDA to assess the operating performance of our
businesses, as a metric for incentive-based compensation, and as a basis for strategic planning and forecasting as we believe that it
closely correlates to long-term shareholder value. As a widely used metric by analysts, investors, and competitors in our industry, we
believe Adjusted Segment EBITDA also assists investors in comparing a company’s performance on a consistent basis without regard
to depreciation, depletion, amortization, and other items, which can vary significantly depending on many factors. “Adjusted Segment
EBITDA Margin” is defined as Adjusted Segment EBITDA divided by Revenues.
ADJUSTED SEGMENT EBITDA
Year Ended
December 31,
2024
2023
Construction Products
Revenues
$1,105.1
$1,001.3
Operating Profit
133.9
138.6
Add: Depreciation, depletion, and amortization expense(1)
134.7
111.7
Segment EBITDA
268.6
250.3
Add: Impact of acquisition and divestiture-related expenses(2)
12.2
—
Add: Impairment charge
5.8
—
Less: Gain on sale of businesses
(5.0)
—
Less: Benefit from reduction in holdback obligation
—
(5.0)
Adjusted Segment EBITDA
$281.6
$245.3
Adjusted Segment EBITDA Margin
25.5%
24.5%
Engineered Structures
Revenues
$1,047.3
$873.5
Operating Profit
126.4
95.7
Add: Depreciation and amortization expense(1)
45.4
26.6
Segment EBITDA
171.8
122.3
Add: Impact of acquisition and divestiture-related expenses(2)
1.6
—
Less: Gain on sale of storage tanks business
(14.5)
(6.4)
Adjusted Segment EBITDA
$158.9
$115.9
Adjusted Segment EBITDA Margin
15.2%
13.3%
Transportation Products
Revenues
$417.6
$433.5
Operating Profit
30.2
45.8
Add: Depreciation and amortization expense
12.6
16.0
Segment EBITDA
42.8
61.8
Add: Loss on sale of businesses
21.6
—
Adjusted Segment EBITDA
$64.4
$61.8
Adjusted Segment EBITDA Margin
15.4%
14.3%
Operating Loss — Corporate
$(92.9)
$(62.8)
Add: Impact of acquisition and divestiture-related expenses — Corporate(2)
32.7
2.2
Add: Corporate depreciation expense
2.3
5.2
Adjusted EBITDA
$447.0
$367.6
PG. 12 | 2024 ANNUAL REPORT
GAAP does not define “Net Debt” and it should not be considered as an alternative to cash flow or liquidity measures defined by
GAAP. The Company uses Net Debt, which it defines as total debt minus cash and cash equivalents to determine the extent to
which the Company’s outstanding debt obligations would be satisfied by its cash and cash equivalents on hand. The Company
also uses “Net Debt to Adjusted EBITDA”, which it defines as Net Debt divided by Adjusted EBITDA for the trailing twelve
months as a metric of its current leverage position. We present this metric for the convenience of investors who use such metrics
in their analysis and for shareholders who need to understand the metrics we use to assess performance and monitor our cash
and liquidity positions.
NET DEBT TO ADJUSTED EBITDA
ARCOSA, INC.
December 31,
2024
Total debt excluding debt issuance costs
$1,707.1
Cash and cash equivalents
187.3
Net Debt
$1,519.8
Adjusted EBITDA (trailing twelve months) (1)
$515.2
Net Debt to Adjusted EBITDA
2.9
Year Ended
December 31,
2024
2023
Steel Components Business:
Operating Profit
$(19.5)
$11.0
Add: Depreciation and amortization expense
5.9
9.7
Steel Components EBITDA
(13.6)
20.7
Add: (Gain) loss on sale of business
21.6
—
Steel Components Adjusted EBITDA
$8.0
$20.7
STEEL COMPONENTS ADJUSTED EBITDA
($ in millions)
(unaudited)
(1) Adjusted EBITDA includes an upward pro forma adjustment for Ameron, acquired on April 9, 2024, of $5.0 million, which reflects
an amount equal to 25% of Ameron’s historical Adjusted EBITDA for the twelve months ended December 31, 2023, of $19.8
million, as previously disclosed, to approximate the three-month pro forma impact on our Adjusted EBITDA as if the acquisition
had occurred on December 31, 2023. Adjusted EBITDA includes an upward pro forma adjustment for Stavola, acquired on
October 1, 2024, of $71.2 million, which was Stavola’s Adjusted EBITDA for the nine months ended September 31, 2024, to
reflect the nine-month pro forma impact on our Adjusted EBITDA as if the acquisition had occurred on December 31, 2023. Also
included is a $8.0 million downward pro forma adjustment to exclude Adjusted EBITDA from the steel components business
during the period, which was divested on August 16, 2024.
PG. 13 | 2024 ANNUAL REPORT
ARCOSA TRANSFER AGENT
Broadridge Corporate Issuer
Solutions, LLC
51 Mercedes Way
Edgewood, NY 11717
TOLL FREE
1.877.830.4936
WEBSITE
www.shareholder.broadridge.com
EMAIL
shareholder@broadridge.com
ARCOSA.COM
NYSE: ACA
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 2024
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-38494
Arcosa, Inc.
(Exact name of registrant as specified in its charter)
Delaware
82-5339416
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
500 N. Akard Street, Suite 400
Dallas, Texas
75201
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (972) 942-6500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock ($0.01 par value)
ACA
New York Stock Exchange
Securities registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes þ No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨ No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨
Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))
by the registered public accounting firm that prepared or issued its audit report. þ
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of
the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period
pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No þ
The aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the
price at which the common equity was last sold as of the last business day of the registrant's most recently completed
second fiscal quarter (June 30, 2024) was $4.1 billion.
At January 15, 2025 the number of shares of common stock outstanding was 48,776,021.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this report, to the extent not set forth herein, is incorporated by reference from the
registrant's definitive 2025 Proxy Statement.
2
ARCOSA, INC.
FORM 10-K
TABLE OF CONTENTS
Caption
Page
PART I
Item 1. Business .........................................................................................................................................................
4
Item 1A. Risk Factors ................................................................................................................................................
15
Item 1B. Unresolved Staff Comments ....................................................................................................................
30
Item 1C. Cybersecurity ..............................................................................................................................................
30
Item 2. Properties .......................................................................................................................................................
31
Item 3. Legal Proceedings ........................................................................................................................................
35
Item 4. Mine Safety Disclosures ..............................................................................................................................
35
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities .....................................................................................................................................................
36
Item 6. Reserved ........................................................................................................................................................
38
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ............
39
Item 7A. Quantitative and Qualitative Disclosures About Market Risk ..............................................................
57
Item 8. Financial Statements and Supplementary Data ......................................................................................
58
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ...........
92
Item 9A. Controls and Procedures ..........................................................................................................................
92
Item 9B. Other Information .......................................................................................................................................
95
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ..............................................
95
PART III
Item 10. Directors, Executive Officers and Corporate Governance ...................................................................
96
Item 11. Executive Compensation ...........................................................................................................................
96
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters .........................................................................................................................................................................
97
Item 13. Certain Relationships and Related Transactions, and Director Independence ................................
97
Item 14. Principal Accountant Fees and Services ................................................................................................
97
PART IV
Item 15. Exhibits and Financial Statement Schedules .........................................................................................
98
Item 16. Form 10-K Summary ..................................................................................................................................
101
3
PART I
Item 1. Business.
General Description of Business. Arcosa, Inc. and its consolidated subsidiaries (“Arcosa,” “Company,” “we,” or
“our”), headquartered in Dallas, Texas, is a provider of infrastructure-related products and solutions with leading
brands serving construction, engineered structures, and transportation markets in North America. Our individual
businesses have built reputations for quality, service, and operational excellence over decades. Arcosa serves a
broad spectrum of infrastructure-related markets and is strategically focused on driving organic and disciplined
acquisition growth to capitalize on the fragmented nature of many of the industries in which we operate. With
Arcosa’s current platform of businesses and additional growth opportunities, we are well-aligned with key market
trends, such as the replacement and growth of aging transportation infrastructure, the continued shift to renewable
power generation, and the expansion of new transmission, distribution, and telecommunications infrastructure.
Arcosa is a Delaware corporation and was incorporated in 2018 as an independent, publicly-traded company
listed on the New York Stock Exchange.
Our principal executive offices are located at 500 N. Akard Street, Suite 400, Dallas, Texas 75201. Our telephone
number is 972-942-6500, and our Internet website address is www.arcosa.com. We make available free of charge
on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and
any amendments thereto, as soon as reasonably practicable after such material is filed with, or furnished to, the
Securities and Exchange Commission (“SEC”). Information on our Investor Relations page and on our website is
not part of this Annual Report on Form 10-K or any of our other securities filings unless specifically incorporated
herein by reference.
Long-Term Vision. We are united in our shared purpose to continue to fulfill the four strategic pillars of our long-
term vision, and in 2024 we also executed on a newly added fifth strategic pillar with a focus on our financial
leverage.
Table of Contents
4
Overview. Arcosa's three segments are made up of leading businesses that serve critical infrastructure markets:
(1) On August 16, 2024, the Company completed the divestiture of its steel components business. We recognized
$87.8 million and $153.3 million in revenues from the business in 2024 and 2023, respectively.
Our Segments. The Company reports operating results in three principal business segments. For additional
information regarding revenues, operating profit, and identifiable assets by segment, please refer to Note 4 to the
Consolidated Financial Statements.
Construction Products.
Products
Through wholly owned subsidiaries, our Construction Products segment produces and sells natural and recycled
aggregates, specialty materials, asphalt mix, and construction site support equipment, including trench shields and
shoring products. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” for revenues attributable to aggregates and specialty materials, and construction site support.
•
Natural Aggregates: We are an established producer and distributor of natural aggregates serving both
public infrastructure and private construction markets and operate in Texas, our largest geographic
exposure, and nine other states. We manage the business from the four regions of Texas, the East, the Gulf
Coast, and the West. We operate primarily from open pit quarries and have one underground mine. Our
natural aggregates products include sand, gravel, crushed stone, stabilized material, and various other
products used in the production of ready mixed concrete, asphalt mix, cement, and other precast concrete
products, roads, municipal and private water, sewer and drainage projects, oil and gas well pads, wind
farms, as well as various other building products.
On October 1, 2024, we completed the acquisition of the construction materials business of Stavola Holding
Corporation and its affiliated entities ("Stavola") for $1.2 billion in cash. The Stavola acquisition expanded
our aggregates platform by providing entry to the New York-New Jersey Metropolitan Statistical Area
("MSA"). Stavola is an aggregates-led and vertically integrated construction materials company with a
network of five hard rock natural aggregates quarries, twelve asphalt plants, and three recycled aggregates
sites.
•
Recycled Aggregates: We are the largest producer of recycled aggregates in the U.S. with operations in
Texas, New Jersey, California, Florida, and Arizona. Recycled aggregates are a complement to our natural
aggregates platform and are produced by crushing concrete reclaimed from demolished highways,
buildings, and other structures. The raw concrete product material is processed to remove debris, primarily
rebar, and screened to appropriate sizes for use as a road base, erosion control, building foundations, and
as a backfill for utility trenches. We also produce reclaimed asphalt pavement ("RAP"), primarily for sale to
our asphalt operations. Recycled aggregates currently supply a small percentage of total aggregates
supplied nationwide. We believe the use of recycled aggregates will continue to grow due to resource
scarcity and associated sustainability benefits, reduced disposal and acceptance of concrete in landfills,
and energy savings from less processing and transportation costs. Recycled aggregates are a substitute to
natural aggregates, primarily for hard rock uses.
Table of Contents
5
•
Specialty Materials: Our specialty materials, including lightweight aggregates, select natural aggregates,
and milled or processed specialty building products and agricultural products, are produced and distributed
nationwide. We currently operate in ten states and British Columbia, with several of our production facilities
operating at the quarries that produce the raw material inputs, which include shale, clay, limestone, and
gypsum. Lightweight aggregates are select shales or clays that are expanded and hardened by high
temperatures in a rotary kiln and possess a bulk density that can be less than half the density of natural
aggregates. Product applications include structural lightweight concrete, lightweight masonry block, and
road surface treatments. Our specialty building products and agricultural products are processed at several
production facilities across the U.S., mostly using our natural aggregates as a component of raw material
supply. Product applications include plasters, flooring, prills, agricultural supplements and fertilizers, paints,
glass, ingredients for food and feed, cement, energy infrastructure, and other products.
•
Asphalt: Through the acquisition of Stavola, we produce and sell asphalt mix and provide asphalt
construction paving services in New Jersey. Asphalt is an aggregate-intensive downstream product that
strengthens our local market position. The asphalt business essentially functions as a customer of our
aggregates operations, purchasing crushed stone and sand, which make up a large portion of the asphalt
mix and RAP. Product transfers between the aggregates businesses and the asphalt business are made at
local market prices. Approximately 90% of the asphalt mix produced is sold to external customers and the
remaining production is sold to our mill and fill paving operations.
•
Construction Site Support: We hold a strong market position in the manufacturing of trench shields and
shoring products for the U.S. construction industry. Trench shields and shoring products are used for water
and sewer construction, utility installations, manhole work, oil and gas pipeline construction, and other
underground applications. Additionally, we participate in certain regional rental markets for trench shoring
equipment.
Markets
Over a multi-year period, we believe that approximately 40% of our current portfolio of construction materials are
used in infrastructure projects with the remainder split across non-residential, residential, and specialty/other end
markets.
•
Infrastructure Construction: Includes construction spending by federal, state, and local governments for
roads, highways, bridges, airports, and other public infrastructure, as well as private spending on road and
utility construction. Public infrastructure spending is typically supported by federal and state legislation and
programs. On December 4, 2015, the Fixing America's Surface Transportation Act (“FAST Act”) was signed
into law. The FAST Act authorized $305 billion of public infrastructure funding from 2016 to 2020. It was
subsequently extended to provide an additional $13.6 billion in 2021. On November 15, 2021, the
Infrastructure Investment and Jobs Act (“IIJA”) was signed into law, which provides approximately $350
billion for federal highway programs from 2022 through 2026 by extending many of the programs in the
FAST Act at higher funding levels, as well as supplemental funding for roads, bridges, and other major
projects. Most of this funding is apportioned to states, based on formulas specified in the IIJA and provides
funding through a wide range of competitive grant programs.
•
Residential Construction: Includes single family homes and multi-family units such as apartments and
condominiums. Demand for residential construction is influenced primarily by population growth, new
household formation, and mortgage interest rates.
•
Non-Residential Construction: Includes a wide variety of privately financed construction, including
manufacturing and distribution facilities, data centers, industrial complexes, office buildings, and large
retailers and wholesalers. Demand for non-residential construction is driven primarily by population and
economic growth, in addition to segment-specific factors such as the growth of e-commerce and artificial
intelligence, changes in retail patterns, changes in office occupancy trends, financing costs, and numerous
other factors.
•
Specialty/Other: Our products are used in various other end markets including energy-related activities,
such as drilling pads, roads and major downstream projects, agriculture/horticulture, and industrial uses.
Table of Contents
6
In 2024, we had shipments of approximately 38 million tons of aggregates and specialty materials, including
approximately 5 million tons of recycled aggregates. Texas is our largest geographic market, representing
approximately 40% of the segment's revenues in 2024. Pro forma for the full-year impact of the Stavola acquisition,
which closed on October 1, 2024, Texas and New Jersey represent approximately 35% and 20% of segment
revenues. All other states each are less than 10% of segment revenues. Within Texas, we primarily serve the Texas
Triangle formed by the Dallas-Fort Worth metro at its northern point in North Texas, the Houston metro at its
southeastern edge on the Gulf Coast, and Austin-San Antonio at its western tip in Central Texas. The outlook for
construction spending in Texas is favorable with 2024 fiscal year planned Texas Department of Transportation
(“TxDOT”) lettings of approximately $12.5 billion. The TxDOT annual update to its 10-year Unified Transportation
Program ("UTP") approved in 2024 identified a record $104 billion of infrastructure projects, a 4% increase from the
prior year's UTP update. Population and household formation growth contributed to a strong residential housing
market prior to 2022, however, the rise in interest rates in recent years has caused a near term slow down, with
housing permits, an indication of future construction activity, down approximately 3% in Texas in 2024 compared to
the previous year.
Customers and Competitors
For natural and recycled aggregates and specialty materials, our customers include concrete and asphalt
producers; commercial, residential, highway, and general contractors; manufacturers of masonry and building
products; and state and local governments. For asphalt, our customers primarily include contractors and local/state
road departments.
Shipments of natural and recycled aggregates from an individual quarry or stationary crushing location are
generally limited in geographic scope because the cost of transportation to customers is high relative to the value of
the product itself. Where practical, we have operations located close to our local markets and, in certain locations,
offer portable crushing services at a job site for re-use onsite. Proximity of our active quarries, stationary crushing
locations, and strategic reserves to demand centers serve as barriers to entry. Because asphalt mix hardens rapidly,
our asphalt operations are either co-located with our aggregates quarries or in close proximity to our local markets.
The U.S. aggregates industry is a highly fragmented industry with more than 5,000 producers nationwide. We
compete, in most cases, with natural and recycled aggregates producers in the regions where we operate. Many
opportunities for consolidation exist. Therefore, companies in the industry tend to grow by acquiring existing
facilities to extend their current market positions or enter new markets.
Our specialty materials products enjoy higher barriers to entry than our natural and recycled aggregates due to
specific mineral properties, specialized manufacturing, or additional processing. Due to the added value in
processing, specialty materials have a much wider, multi-state distribution area due to their higher value relative to
their distribution costs as compared to natural and recycled aggregates. We compete with specialty materials
producers nationwide.
For trench shields and shoring products, our customers are equipment rental dealers and commercial, residential,
and industrial contractors. We compete with shoring products manufacturers nationwide.
Raw Material and Suppliers
The primary raw material for our natural aggregates and specialty materials comes from quarries. Natural
aggregates and specialty materials can be found throughout the U.S. We have a proven and successful record of
securing long-term reserve positions for both current and future mine locations through our employment of
exploration teams and the use of professional third parties. Our reserves are critical to our raw material supply and
long-term success. We currently estimate that we have 1.4 billion tons of proven and probable natural aggregates
and specialty materials reserves strategically located in favorable markets that are expected to require large
amounts of aggregates to meet future construction demand. For further discussion of our natural aggregates and
specialty materials reserves, please refer to Item 2. “Properties.”
Recycled aggregates are not dependent on reserves and the primary raw material is demolished concrete which
is processed into recycled aggregates. We source raw material both internally and externally primarily from
demolition and road removal projects. We control a portion of our raw material needs through demolition services
that we provide, and we source the remainder in competitive markets from third parties. Due to increasing landfill
scarcity, the acceptance of demolished concrete may be restricted, increasing the availability of raw product at our
crushing locations. In certain markets, we are paid a fee to accept raw product. Our competitive advantages include
our operating permits, which allow recycling activities, and the strategic location of our stationary crushing sites.
Table of Contents
7
Engineered Structures.
Products
Through wholly owned subsidiaries, our Engineered Structures segment primarily manufactures and sells steel
and concrete structures for infrastructure businesses, including utility structures for electricity transmission and
distribution, structural wind towers, traffic and lighting structures, and telecommunication structures. These products
share similar manufacturing competencies and steel sourcing requirements and can be manufactured across our
North American footprint. This segment also historically manufactured and sold storage and distribution tanks. See
Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for revenues
attributable to our Engineered Structures products.
•
Utility Structures: We are a well-established manufacturer in the U.S. and Mexico of engineered steel
utility structures, including tapered steel, lattice, and sub-station structures, for electricity transmission and
distribution. We also manufacture pre-stressed concrete poles for utility, lighting, transportation, and
telecommunications markets. We have six manufacturing plants in the U.S. and Mexico dedicated to steel
structures. We have two manufacturing plants in the U.S. dedicated to concrete structures, including a new
plant in Florida that was completed in December 2023.
•
Wind Towers: We are one of the leading manufacturers of structural wind towers in the U.S. and Mexico
with four manufacturing plants strategically located in wind-rich regions of North America, including a new
wind tower plant in New Mexico that began delivering towers late in the second quarter of 2024 to support
the growing wind investment in the Southwest.
•
Traffic and Lighting Structures: We manufacture steel and concrete poles and structures for a broad
range of transportation and lighting applications. We have five plants in the U.S., with three dedicated to
steel structures and two dedicated to concrete poles.
During 2024, we completed the acquisition of Ameron Pole Products, LLC ("Ameron") which expanded our
traffic structures business, including the addition of concrete traffic structures, and provided entry into the
complementary steel and concrete lighting pole market.
•
Telecommunication Structures: We manufacture telecom structures, including self-supporting lattice
towers, monopole towers, and guyed towers. We have one manufacturing plant in Oklahoma and have the
capability to manufacture telecom structures in our other Engineered Structures plants.
In October 2022, we completed the sale of our storage tanks business.
Markets
Our Engineered Structures segment serves a broad spectrum of infrastructure markets, including electricity
transmission and distribution, wind power generation, highway road construction, and wireless communication. We
believe we are well-positioned to benefit from significant upgrades in the electrical grid to support enhanced
reliability, demand for more electric generation from renewable energy sources, the expansion of new transmission,
distribution, and telecommunication infrastructure, and the replacement and growth of the U.S. highway and road
system.
Our utility structures business is well-positioned to benefit from significant investment in utility infrastructure. There
is strong demand for transmission and distribution structures across the U.S. as much of the utility infrastructure has
aged and needs replacement. Global concerns regarding emissions have increased consumer demand for
electricity. Upgrades to utility structures are needed to support larger equipment that is required to withstand
growing load demand from increased electrification and to allow for connectivity of the grid to renewable energy
sources. The IIJA authorized $73 billion in additional federal funding to support the investment needed in the U.S.
power grid.
We believe our traffic and lighting structures business is well-positioned to benefit from public infrastructure
spending, replacement demand, and population growth. Additionally, we expect to benefit from continued spending
on the buildout of 5G and other wireless networks in North America within our telecommunication structures
business. We anticipate that the IIJA will continue to be beneficial for these businesses as well due to the increased
level of highway spending and the provision for $65 billion in federal funding for broadband infrastructure.
Table of Contents
8
Demand for new wind energy projects in the U.S. has been supported by the Renewable Electricity Production
Tax Credit (“PTC”) that was first introduced in 1992, providing a tax credit for electricity produced at each qualifying
wind project. Since inception, the PTC has undergone numerous extensions and received varying levels of
legislative support, contributing to volatility in the demand for new wind energy installations. Following a multi-year
extension in 2015 and a series of annual extensions in 2020 and 2021, the PTC expired at the end of 2021 creating
a lapse in support for new wind farm projects beginning in 2022. In August 2022, the Inflation Reduction Act (“IRA”)
passed, providing a long-term extension of the PTC for new wind farm projects and introduced a new Advanced
Manufacturing Production (“AMP”) tax credit for companies that domestically manufacture and sell clean energy
equipment in the U.S. from 2023 to 2032. We believe these tax incentives provide a significant multi-year catalyst
for our wind towers business, as demonstrated by more than $1.1 billion of new orders for delivery through 2028 we
have received since the passage of the IRA. Together with the increased cost competitiveness of wind energy, state
renewable fuel mandates, and increasing business acceptance of long-term decarbonization goals, we believe we
are well-positioned to benefit from these wind energy incentives.
Customers and Competitors
Through our recognized brands in our utility structures business, we have developed strong relationships with our
primary customers, public and private utilities. We compete with both domestic and foreign manufacturers on the
basis of product quality, engineering expertise, customer service, and on-time delivery of the product. Sales to our
customers, particularly certain large utility customers, are often made through alliance contracts that can extend
several years. We also sell into the competitive-bid market, whereby the lowest bidder is awarded the contract,
provided all other qualifying criteria are met.
Within our wind towers business, our primary customers are wind turbine producers. We compete with both
domestic and foreign producers of towers. Revenues from GE Vernova, Inc. (“GE Vernova”), a customer in our
Engineered Structures segment, constituted 10.8%, 8.1%, and 9.3% of consolidated revenues for the years ended
December 31, 2024, 2023, and 2022, respectively.
Our traffic and lighting structures business primarily sells to contractors and distributors serving state Departments
of Transportation and state and municipality agencies.
Our telecom structures business sells to wireless communication carriers and third-party tower lessors and
developers.
Raw Materials and Suppliers
The principal material used in our Engineered Structures segment is steel. During 2024, the supply of steel was
sufficient to support our manufacturing requirements. After several years of increasing steel prices, the price of plate
steel decreased throughout 2024. Steel prices may be volatile in the future in part as a result of market conditions.
We use contract-specific purchasing practices, existing supplier commitments, contractual price escalation
provisions, flexing between steel type, and other arrangements with our customers to mitigate the effect of steel
price volatility on our operating profit for the year. Arcosa’s manufacturing operations also use component parts
such as flanges for wind towers. In general, we believe there is enough capacity in the supply industries to meet
current production levels without any material impacts. We anticipate our existing contracts and other relationships
with multiple suppliers will meet our current production forecasts.
Transportation Products.
Products
Through wholly owned subsidiaries, our Transportation Products segment manufactures and sells inland barges,
fiberglass barge covers, winches, and marine hardware. This segment also historically manufactured and sold steel
components for railcars and other transportation and industrial equipment. In August 2024, we completed the sale of
our steel components business. See Item 7. “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” for revenues attributable to inland barges and steel components products.
•
Inland Barges: We have a leading position in the U.S. market for the manufacture of inland barges and
fiberglass barge covers. We manufacture a variety of hopper barges, tank barges, deck barges, other
specialized barges, and fiberglass covers, and provide a full line of deck hardware to the marine industry,
including hatches, castings, and winches for barges, towboats, and dock facilities. Dry cargo barges
transport various commodities, such as grain, coal, and aggregates. Tank barges transport liquids, including
refined products, chemicals, and a variety of petroleum products. Deck barges are used for transportation of
heavy, oversized cargo and construction support. Our fiberglass reinforced lift covers are used primarily for
grain barges.
Table of Contents
9
Markets
Our inland barge business serves numerous end-markets through a base of established customers who support
the transportation of staple commodities such as grain, coal, aggregates, chemicals, fertilizers, petrochemicals, and
refined products. Despite recent declines in new barge building, the dry and liquid barge replacement cycles are
expected to remain fundamentally strong as investments in the aging barge fleet over the last 5 to 6 years have
been below long-term average replacement rates (with the exception of 2019 for liquid barges). Approximately 40%
of the hopper fleet and 30% of the tank fleet are more than 20 years old. The replacement of these fleets is
expected to drive healthy demand based on an assumed 25 to 30-year useful life.
Customers and Competitors
Our barge manufacturing facilities are located along the U.S. inland river systems, which allows for rapid delivery
to our customers. Our inland barge customers are primarily commercial marine transportation companies, lessors,
and industrial shippers. While we compete with several other manufacturers in the U.S., we hold a majority share of
the inland barge manufacturing market. We believe we are well-positioned to benefit from the expected fleet
replacement cycle in both dry and liquid barges.
Raw Materials and Suppliers
The principal material used in our Transportation Products segment is steel. During 2024, the supply of steel was
sufficient to support our manufacturing requirements. After several years of increasing steel prices, the price of plate
steel decreased throughout 2024. Steel prices may be volatile in the future in part as a result of market conditions.
We use contract-specific purchasing practices, existing supplier commitments, contractual price escalation
provisions, flexing between steel type, and other arrangements with our customers to mitigate the effect of steel
price volatility on our operating profit for the year. Arcosa’s manufacturing operations also use component parts
such as pumps, engines, and hardware for tank barges. In general, we believe there is enough capacity in the
supply industries to meet current production levels without any material impacts. We anticipate our existing
contracts and other relationships with multiple suppliers will meet our current production forecasts.
Unsatisfied Performance Obligations (Backlog).
As of December 31, 2024 and 2023, our backlog of firm orders was as follows:
December 31,
2024
December 31,
2023
(in millions)
Engineered Structures:
Utility, wind, and related structures ...........................................................
$
1,190.8 $
1,367.5
Transportation Products:
Inland barges ................................................................................................
$
280.1 $
253.7
Approximately 64% of the unsatisfied performance obligations for our utility, wind, and related structures in our
Engineered Structures segment are expected to be delivered during 2025, approximately 13% are expected to be
delivered during 2026, and the remainder are expected to be delivered through 2028. Approximately 92% of the
unsatisfied performance obligations for inland barges in our Transportation Products segment are expected to be
delivered during 2025, and the remainder are expected to be delivered during 2026.
Marketing.
We sell substantially all of our products and services through our own sales personnel operating from offices in
multiple locations in the U.S. and Mexico. We also use independent sales representatives and distributors.
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10
Human Capital.
The Company employed approximately 6,250 employees as of December 31, 2024. The following table presents
the approximate headcount breakdown of employees by segment:
December 31,
2024
Construction Products ...........................................................................................................................
2,285
Engineered Structures ...........................................................................................................................
3,055
Transportation Products ........................................................................................................................
795
Corporate .................................................................................................................................................
115
6,250
As of December 31, 2024, approximately 5,055 employees were employed in the U.S., 1,180 employees in
Mexico, and 15 employees in Canada.
Employee Health and Safety.
Arcosa is committed to safety across our operations. Our highest priority is the health and safety of our
employees. We strive to continuously improve our procedures, processes, and management systems with regard to
employee health and safety. These efforts are achieved by promoting safe work practices among employees and
contractors and maintaining property and equipment in safe operating conditions.
In 2019, we launched a reenergized safety initiative referred to as "ARC 100" to build a positive and proactively
engaged culture of safety excellence. ARC 100 is inspired by the voices of frontline employees, driven by cross-
functional teams, and actively supported by visible commitment from senior leaders. Since its implementation,
Arcosa has experienced progress in reducing the severity and frequency of safety incidents as a result of a
continued focus on building a strong safety culture through ARC 100. Arcosa continued to make advancements in
our safety culture with various ARC 100 initiatives across the Company, including:
• Launch of the Arcosa "ALIVE" initiative focusing on Serious Injury and Fatality ("SIF") prevention;
• Expanded new hire orientation content to promote employee engagement in ARC 100;
• Continued progress on safety culture awareness training goals;
• Internal measurement and reporting of leading indicators; and
• Utilization of safety training management system.
These initiatives, as well as many others implemented at Arcosa sites, assist in building a strong safety culture,
driven by engaged employee and management teams.
Talent Attraction and Management.
Arcosa believes that its future success is highly dependent upon the Company’s continued ability to attract, retain,
and motivate qualified employees. As part of the Company’s effort to attract and motivate employees, Arcosa offers
competitive compensation and benefits, including healthcare and retirement benefits, parental and family leave, and
holiday and paid time off.
Launched in September 2022, Arcosa's LEAD: Leadership Exploration and Development cohort began its second
iteration in 2024. This formal employee development program was created to help identify internal talent, provide
skill and competency growth opportunities through formal development plans, and build a deep bench of emerging
leaders at the Company.
Arcosa fosters employee development through a variety of leadership and training programs, like LEAD, as well
as tuition reimbursement at education institutions, professional society memberships, and relevant conference and
symposia attendance.
One of Arcosa’s core values is “We Win Together.” This belief drives our commitment to a workplace free from
discrimination where collaboration, dedication, professionalism, and unity align to drive favorable results for all
stakeholders.
Seasonality.
Results in our Construction Products segment are affected by seasonal fluctuations with the second and third
quarters historically being the quarters with the highest revenues.
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11
Intellectual Property.
Arcosa owns several patents, copyrights, trademarks, trade secrets, and licenses to intellectual property owned
by others. Although Arcosa’s intellectual property rights are important to Arcosa’s success, we do not regard our
business as being dependent on any single patent, trademark, copyright, trade secret, or license. For a discussion
of risks related to our intellectual property, please refer to Item 1A. “Risk Factors - Risks Related to Technology and
Cybersecurity.”
Governmental Regulation.
Construction Products. Arcosa’s Construction Products segment is subject to regulation by the U.S. Mine Safety
and Health Administration (“MSHA”), the Health-Safety and Reclamation Code of Ministry of Mines for British
Columbia, and various state agencies, and certain specialty materials are regulated by the U.S. Food and Drug
Administration (“FDA”).
Engineered Structures. Arcosa’s Engineered Structures segment is subject to the regulations of various state
departments of transportation. These agencies promulgate and enforce rules and regulations pertaining, in part, to
the manufacture of traffic and lighting structures.
Transportation Products. The primary regulatory and industry authorities involved in the regulation of the inland
barge industry are the U.S. Coast Guard, the U.S. National Transportation Safety Board, the U.S. Customs Service,
the Maritime Administration of the U.S. Department of Transportation ("USDOT"), and private industry organizations
such as the American Bureau of Shipping. These organizations establish safety criteria, investigate vessel
accidents, and recommend improved safety standards.
In August 2024, we completed the sale of our steel components business. Our steel components business served
the railcar industry and was regulated by governmental agencies such as the USDOT and the administrative
agencies it oversees, including the Federal Railroad Administration, and industry authorities such as the Association
of American Railroads. All such agencies and authorities promulgate rules, regulations, specifications, and operating
standards affecting rail-related safety standards for railroad equipment.
Occupational Safety and Health Administration and Similar Regulations. In addition to the regulations
described above, our operations are subject to regulation of health and safety matters by the U.S. Occupational
Safety and Health Administration (“OSHA”) and, within our Construction Products segment, MSHA. We believe that
we employ appropriate precautions to protect our employees and others from workplace injuries and harmful
exposure to materials handled and managed at our facilities. However, claims that may be asserted against Arcosa
for work-related illnesses or injuries and the further adoption of occupational and mine safety and health regulations
in the U.S. or in foreign jurisdictions in which we operate could increase our operating costs. While we do not
anticipate having to make material expenditures in order to remain in substantial compliance with health and safety
laws and regulations, we are unable to predict the ultimate cost of compliance.
International Regulations. We ship raw materials to Mexico and manufacture products in Mexico that are sold in
the U.S. or elsewhere, which are subject to customs and other regulations. In addition, we are subject to other
governmental regulations and authorities in Mexico and other countries where we conduct business that regulate
products manufactured, sold, or used in those countries.
Environmental, Health, and Safety.
We are subject to federal, state, and international environmental, health, and safety laws and regulations in the
U.S., Mexico, and each country in which we operate, including regulations promulgated by the U.S. Environmental
Protection Agency (“USEPA”). These include laws regulating air emissions, water discharge, hazardous materials,
and waste management. We have an environmental management structure designed to facilitate and support our
compliance with these requirements globally. Although it is our intent to comply with all such requirements and
regulations, we cannot provide assurance that we are at all times in compliance. Environmental requirements are
complex, change frequently, and generally have tended to become more stringent over time. Accordingly, we cannot
assure that environmental requirements will not change or become more stringent over time or that our eventual
environmental costs and liabilities will not be material.
Certain environmental laws assess liability on current and previous owners or operators of real property for the
cost of removal and remediation of hazardous substances. At this time, we are involved in various stages of
investigation and cleanup related to environmental remediation matters at certain of our facilities. In addition, soil or
groundwater contamination may be present at several of our properties as a result of historical, ongoing, or nearby
activities.
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We cannot ensure that our eventual environmental remediation costs and liabilities will not exceed the amount of
our current reserves for such matters. In the event that such liabilities were to significantly exceed the amounts
recorded, our results of operations could be materially adversely affected. See Note 15, "Commitments and
Contingencies" of the Consolidated Financial Statements for further information regarding reserves for
environmental matters.
See Item 1A for further discussion of risk factors with regard to environmental, governmental, and other matters.
Information About Our Executive Officers.
The following table sets forth the names and ages of all our executive officers, their positions and offices
presently held by them, and the year each person first became an officer.
Name
Age
Office
Officer
Since
Antonio Carrillo
58
President and Chief Executive Officer
2018
Gail M. Peck
57
Chief Financial Officer
2018
Reid S. Essl
43
Group President
2018
Kerry S. Cole
56
Group President
2018
Jesse E. Collins, Jr.
58
Group President
2018
Bryan P. Stevenson
52
Chief Legal Officer
2018
Eric D. Hurst
41
Vice President, Controller
2023
Antonio Carrillo serves as Arcosa’s President and Chief Executive Officer, as well as a member of Arcosa's Board
of Directors (the "Board"). From April 2018 until November 2018, Mr. Carrillo served as the Senior Vice President
and Group President of Construction, Energy, Marine and Components of Trinity Industries, Inc. ("Trinity"). From
2012 to February 2018, Mr. Carrillo served as the Chief Executive Officer of Orbia Advance Corporation (formerly
known as Mexichem S.A.B. de C.V.), a publicly traded global specialty chemical company. Prior to joining Orbia, Mr.
Carrillo spent 16 years at Trinity where he served as Senior Vice President and Group President of Trinity’s Energy
Equipment Group and was responsible for Trinity’s Mexico operations. Mr. Carrillo previously served as a director of
Trinity from 2014 until 2018 and served as a director of Dr. Pepper Snapple Group, Inc. from 2015 to 2018. Mr.
Carrillo currently serves as a director of NRG Energy, Inc. where he was appointed in 2019.
Gail M. Peck was appointed as Arcosa’s Chief Financial Officer in May 2021. Previously, she served as the Senior
Vice President, Finance and Treasurer at Arcosa. From 2010 until 2018, Ms. Peck served as Vice President,
Finance and Treasurer of Trinity. From 2004 to 2009, she served as Vice President and Treasurer for Centex
Corporation, a diversified building company.
Reid S. Essl serves as a Group President at Arcosa. From 2016 until 2018, Mr. Essl served as the President of
Trinity Construction Materials and from 2013 to 2016, Mr. Essl served as the Group Chief Financial Officer of the
Construction, Energy, Marine, and Components businesses of Trinity. In his 14 years at Trinity, Mr. Essl held a
variety of operational, financial, strategic planning, and business development positions.
Kerry S. Cole serves as a Group President at Arcosa. From 2016 until 2018, Mr. Cole served as President of
Trinity Electrical Products which included oversight for the Trinity Structural Towers and Trinity Meyer Utility
Structures business units. Prior to this role, Mr. Cole served as President of Trinity Structural Towers business unit
from 2007 to 2016. From 2000 to 2007, he served in a variety of operations and manufacturing leadership positions
at Trinity spanning Mining and Construction Equipment, Heads, and Structural Bridge business units.
Jesse E. Collins, Jr. serves as a Group President at Arcosa. From 2016 until 2018, Mr. Collins served as the
President of Trinity Parts and Components, which included McConway & Torley, Standard Forged Products, and the
business of McKees Rocks Forgings. From 2014 to 2016, he served as President of Trinity Cryogenics. From 2008
to 2013, Mr. Collins served as Executive Vice President and Chief Operating Officer at Broadwind Energy serving
wind energy, transportation, and infrastructure markets, prior to which he held various management and executive
positions at Trinity from 1993 to 2007.
Bryan P. Stevenson serves as the Chief Legal Officer at Arcosa. From 2015 until 2018, Mr. Stevenson was the
Vice President, Associate General Counsel and Corporate Secretary for Trinity. Prior to joining Trinity, Mr.
Stevenson was Vice President, General Counsel and Secretary for CarParts, Inc. (formerly known as U.S. Auto
Parts Network, Inc.), an online provider of automotive parts, from 2011 to 2015.
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Eric D. Hurst has served as Arcosa's Corporate Controller since 2018 and was appointed Vice President,
Controller in 2021 and Principal Accounting Officer in 2023. From 2012 until 2018, Mr. Hurst held several roles at
Trinity, including Director of Leasing Analysis and Director of Technical Accounting. From 2006 to 2012, Mr. Hurst
worked in the audit practice of Ernst & Young.
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Item 1A. Risk Factors.
Arcosa's business, liquidity and financial condition, results of operations, and stock price may be impacted by a
number of factors. In addition to the factors discussed elsewhere in this report, the following risks and uncertainties
could materially harm its business, liquidity and financial condition, results of operations, or stock price, including
causing its actual results to differ materially from those projected in any forward-looking statements. The following
list of material risk factors is not all-inclusive or necessarily in order of importance. Additional risks and uncertainties
not presently known to Arcosa or that it currently deems immaterial also may materially adversely affect it in future
periods.
Risks Related to our Business and Operations.
The seasonality of Arcosa's business and its susceptibility to severe and prolonged periods of adverse
weather and other conditions could have a material adverse effect on us.
Demand for Arcosa's products in some markets is typically seasonal, with periods of snow or heavy rain
negatively affecting construction activity. Sales of Arcosa's products are somewhat higher from spring through
autumn when construction activity is greatest. Construction activity declines in these markets during the winter
months in particular due to inclement weather, frozen ground, and fewer hours of daylight. Construction activity and
Arcosa's ability to deliver products on time or at all to its customers can also be affected in any period by public
holidays, vacation periods, and adverse seasonal weather conditions such as extreme temperature, hurricanes,
severe storms, torrential rains and floods, low river levels, and similar events, any of which could reduce demand for
Arcosa's products, push back existing orders to later dates or lead to cancellations.
Additionally, the seasonal nature of Arcosa's business has led to variation in Arcosa's quarterly results in the past
and is expected to continue to do so in the future. This general seasonality of Arcosa's business and any severe or
prolonged adverse weather conditions or other similar events could have a material adverse effect on Arcosa's
business.
Delays in construction projects and any failure to manage Arcosa’s inventory could have a material adverse
effect on us.
Many of Arcosa’s products are used in large-scale projects which generally require a significant amount of
planning and preparation and which can be delayed and rescheduled for a number of reasons, including customer
labor availability, difficulties in complying with environmental and other government regulations or obtaining permits,
financing issues, changes in project priorities, additional time required to acquire rights-of-way or property rights,
unanticipated soil conditions, or health-related shutdowns or other work stoppages. These delays may create
unplanned downtime, increasing costs and inefficiencies in Arcosa’s operations, and increased levels of excess
inventory.
Additionally, Arcosa maintains an inventory of certain products that meet standard specifications and are
ultimately purchased by a variety of end users. Arcosa forecasts demand for these products to ensure that it keeps
sufficient inventory levels of certain products that Arcosa expects to be in high demand and limits its inventory for
which Arcosa does not expect much interest. However, Arcosa’s forecasts are not always accurate and unexpected
changes in demand for these products, whether because of an unexpected delay, a change in preferences or
otherwise, can lead to increased levels of excess inventory. Any delays in construction projects and Arcosa’s
customers’ orders or any inability to manage Arcosa’s inventory could have a material adverse effect on Arcosa's
business.
Arcosa operates in highly competitive industries. Arcosa may not be able to sustain its market
positions, which may impact its financial results.
Arcosa faces intense competition in all geographic markets and each industry sector in which it operates. In
addition to price, Arcosa faces competition with respect to product performance and technological innovation,
substitution, quality, reliability of delivery, customer service, and other factors. If Arcosa is unable to successfully
compete or if the cost of successfully competing is significant, the effects of such competition, which is often
intense, could reduce Arcosa’s revenues and operating profits, limit Arcosa’s ability to grow, increase pricing
pressure on Arcosa’s products, and otherwise affect Arcosa’s financial results.
Arcosa's inability to deliver its backlog on time could affect its revenues, future sales and profitability and
its relationships with customers.
At December 31, 2024, Arcosa's backlog was approximately $1.2 billion within our Engineered Structures and
$280.1 million within our Transportation Products segments. Arcosa's ability to meet customer delivery schedules for
backlog is dependent on a number of factors including, but not limited to, sufficient manufacturing plant capacity,
adequate supply channel access to raw materials and other inventory required for production, an adequately trained
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and capable workforce, engineering expertise, and appropriate planning and scheduling of manufacturing
resources. We may also encounter capacity limitations due to changes in demand despite our forecasting efforts.
Some of the contracts we enter into with our customers, such as for barges, traffic structures and wind towers,
require long manufacturing lead times and contain penalty clauses or liquidated damages provisions related to late
delivery. Failure to deliver in accordance with contract terms and customer expectations could subject us to financial
penalties, damage existing customer relationships, increase our costs, reduce our sales and have a material
adverse effect on Arcosa's business.
Arcosa depends on its key management employees, and Arcosa may not be able to retain their services in
the future.
Arcosa’s success depends on the continued services of its executive team and key management employees,
none of whom currently have an employment agreement with Arcosa. Arcosa may not be able to retain the services
of its executives and key management in the future. The loss of the services of one or more executives or key
members of Arcosa’s management team, or Arcosa’s inability to successfully develop talent for succession planning,
could result in increased costs associated with attracting and retaining a replacement and could disrupt Arcosa’s
operations and result in a loss of revenues.
The inability to hire and retain skilled or professional labor could adversely impact Arcosa’s operations.
Arcosa depends on professional labor across its businesses and skilled labor in the manufacture, maintenance,
and repair of Arcosa’s products. Some of Arcosa’s facilities are located in areas where demand for skilled laborers,
such as welders, complex machine operators, and equipment maintenance workers, may exceed supply. Arcosa
competes for such personnel with other companies, including public and private company competitors who may
periodically offer more favorable terms of employment. If Arcosa is unable to hire and retain these skilled laborers,
Arcosa may be limited in its ability to maintain or increase production rates and costs to replace or retain skilled
laborers may increase.
Failure to maintain safe work sites could result in losses, which could adversely affect our business and
reputation.
Our operational sites include mining, processing and manufacturing facilities, where our employees and others
are often in close proximity with mechanized equipment, moving vehicles, chemical substances, and dangerous
manufacturing processes or natural conditions. Sites such as these are subject to potentially dangerous workplace
risks. Arcosa operates an underground limestone mine in Pennsylvania, which involves unique potential safety risks
and hazards inherent to underground mining operations. Safety is a primary focus of our business and is critical to
our reputation and performance. Unsafe work conditions, or any perceived failure to protect the health and safety of
our employees, can also increase employee turnover, which increases our overall operating costs. If we fail to
implement effective safety procedures, our employees and others could be injured, the completion of a project could
be delayed, or we could be exposed to investigations and possible litigation, which may be significant. Our failure to
maintain adequate safety standards through our safety programs could also result in reduced profitability or the loss
of customers.
Some of Arcosa’s employees belong to labor unions and strikes or work stoppages could adversely affect
Arcosa’s operations.
Arcosa is a party to collective bargaining agreements with various labor unions at some of Arcosa’s operations in
the U.S. and Canada and all of Arcosa’s operations in Mexico. Disputes with regard to the terms of these
agreements or Arcosa’s potential inability to negotiate acceptable contracts with these unions in the future could
result in, among other things, strikes, work stoppages, or other slowdowns by the affected workers and Arcosa
could experience a significant disruption of its operations and higher ongoing labor costs. In addition, Arcosa could
face higher labor costs in the future as a result of severance or other charges associated with lay-offs, shutdowns,
reductions in the size and scope of its operations or difficulties of restarting Arcosa’s operations that have been
temporarily shuttered. Negative publicity, work stoppages, or strikes by unions could have a material adverse effect
on Arcosa's business.
Equipment failures or other material disruption at one or more of Arcosa’s manufacturing or mining
facilities or in Arcosa’s supply chain could have a material adverse effect on us. In some instances, Arcosa
relies on a limited number of suppliers for certain raw materials, parts, and components needed in its
production.
Arcosa owns and operates manufacturing and mining facilities of various ages and levels of automated control
and relies on a number of third parties as part of Arcosa’s supply chain, including for the efficient distribution of
products to Arcosa’s customers. Any disruption at one of Arcosa’s facilities or within Arcosa’s supply chain could
prevent Arcosa from meeting demand or require Arcosa to incur unplanned capital expenditures. While Arcosa
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maintains backups for certain critical pieces of equipment to use during the time it may take to repair or replace
inoperable equipment, any unplanned downtime at Arcosa’s facilities may cause delays in meeting customer
timelines, result in liquidated and delay damages claims, or cause Arcosa to lose or harm customer relationships.
Arcosa's operations partially depend on Arcosa's ability to obtain timely deliveries of raw materials, parts, and
components in acceptable quantities and quality from Arcosa's domestic and foreign suppliers. Certain raw
materials, parts, and components for Arcosa's products are currently available from a limited number of suppliers
and, as a result, Arcosa may have limited control over pricing, availability, and delivery schedules. If Arcosa is
unable to purchase a sufficient quantity of raw materials, parts, and components on a timely basis, Arcosa could
face disruptions in its production and incur delays while it attempts to engage alternative suppliers. Fewer suppliers
could require Arcosa to source unproven and distant supply alternatives. In addition, meeting certain production
demands is dependent on Arcosa's ability to obtain a sufficient amount of steel. An unanticipated interruption in
Arcosa's supply chain could have an adverse impact on both Arcosa's margins and production schedules. Any such
disruption or supply shortage could harm Arcosa's business.
Furthermore, any shortages in trucking, rail, barge, or container shipping capacity, any increase in the cost
thereof, or any other disruption to those transportation systems could limit Arcosa’s ability to deliver its products in a
timely manner or at all. Any material disruption at one or more of Arcosa’s facilities or those of Arcosa’s customers
or suppliers or otherwise within Arcosa’s supply chain could cause a material disruption to Arcosa’s operations,
which could have a material adverse effect on Arcosa’s business.
Extensive damage to Arcosa’s facilities, including as a result of natural disasters or similar incidents, could
lead to production, delivery or service curtailments or shutdowns, loss of revenue, or higher expenses.
Arcosa operates a substantial amount of equipment at its production facilities, several of which are located in
areas that may experience adverse weather, including extreme temperatures, tornados, and hurricanes, or are
located on navigable waterways, subject to potential flooding and other excessive or low water conditions on one or
more rivers that serve Arcosa facilities. Moreover, manufacturing facilities or other facilities can unexpectedly stop
operating because of events unrelated to Arcosa or beyond its control, including equipment or technology failures,
fires and other industrial accidents, implementation of non-navigation orders, the discovery of hazardous
environmental conditions or other environmental incidents, or natural disasters such as floods, severe weather
events, or other catastrophes. An interruption in operations at Arcosa’s facilities could reduce or prevent Arcosa’s
production, delivery, service, or repair of Arcosa’s products and increase Arcosa’s costs and expenses. A halt of
production at any of Arcosa’s manufacturing facilities could severely affect delivery times to Arcosa’s customers.
While Arcosa maintains emergency response and business recovery plans that are intended to allow Arcosa to
recover from natural disasters, Arcosa cannot provide assurances that its plans would fully protect Arcosa from the
effects of all such disasters. In addition, insurance may not adequately compensate Arcosa for any losses incurred
as a result of natural or other disasters, which may adversely affect Arcosa’s financial condition. Any significant
delay in deliveries not otherwise contractually mitigated by favorable force majeure or other provisions could result
in cancellation of all or a portion of Arcosa’s orders, cause Arcosa to lose future sales, and negatively affect Arcosa’s
reputation and Arcosa’s results of operations.
Fluctuations in the price and supply of raw materials and parts and components used in the production of
Arcosa’s products could have a material adverse effect on its ability to cost-effectively manufacture and
sell its products.
A significant portion of Arcosa’s business depends on the adequate supply of raw materials and numerous
specialty and other parts and components at competitive prices. The principal material used in Arcosa’s
manufacturing segments is steel. The current U.S. presidential administration has proposed to significantly increase
tariffs on foreign imports of steel and aluminum. The inflationary pressures on principal raw material prices, like
steel, may result in increased costs or a delay in orders from Arcosa's customers. Market steel prices have in the
past and may in the future exhibit periods of volatility and an increase in steel prices could continue to negatively
impact demand for Arcosa's products. Steel prices may experience further volatility as a result of scrap surcharges
assessed by steel mills, tariffs, and other market factors. Furthermore, consolidation of steel producers may lead to
decreased competition in the industry and result in increased steel prices. Arcosa may use contract-specific
purchasing practices, supplier commitments, contractual price escalation provisions, flexing between steel type, and
other arrangements with Arcosa’s customers to mitigate the effect of this volatility on Arcosa’s operating profits. To
the extent that Arcosa does not have such arrangements in place, a change in steel prices could materially lower
Arcosa’s profitability.
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The availability of natural aggregates reserves, specialty materials reserves, and supply stock for recycled
aggregates could have a material adverse effect on Arcosa's ability to cost-effectively manufacture and sell
its products.
A part of the operations in Arcosa’s Construction Products segment includes the mining of natural aggregates and
specialty materials reserves. The success and viability of these operations depend on the accuracy of Arcosa’s
reserve estimates, the costs of production and the ability to economically distribute the natural aggregates and
specialty materials. Estimates for natural aggregate and specialty materials reserves and for the costs of production
of such reserves depend upon a variety of factors and assumptions, many of which involve uncertainties beyond
Arcosa’s control, such as geological and mining conditions that may not be identifiable. In addition, Arcosa's
success in recovering natural aggregates and specialty materials depends on the ability to secure new reserve
locations and permits to mine such reserves in areas that make distribution of materials economically viable.
Engaging and maintaining good relations within the communities where we operate is important to securing and
retaining permits. Inaccuracies in reserve estimates and production costs, and the inability to secure locations and
permits for future operations could negatively affect our results of operations. The success and viability of Arcosa's
recycled aggregates operation depends on Arcosa's success in procuring supply stock for processing recycled
materials into recycled aggregates. The inability to secure and maintain locations and permits for recycled
aggregates operations could negatively affect our results of operations.
Reductions in the availability of energy supplies or an increase in energy costs may increase Arcosa’s
operating costs.
Arcosa uses electricity and various gases, including natural gas, at Arcosa’s manufacturing facilities and uses
diesel fuel in vehicles to transport Arcosa’s products to customers and to operate its plant equipment. An outbreak
or escalation of hostilities between the U.S. and any foreign power or between other foreign powers, such as the
war in Ukraine or the conflicts in the Middle East, could result in a real or perceived shortage of petroleum and/or
natural gas, which could result in an increase in the cost of natural gas or energy in general. Additionally, extreme
weather conditions such as extreme temperatures, hurricanes, tornadoes, or floods could result in varying states of
disaster and lead to disruptions to the delivery and supply of petroleum and/or natural gas, including rationing
thereof, or an increase in natural gas prices, electricity prices, or other general energy costs. Future limitations on
the availability (including limitations imposed by increased regulation or restrictions on rail, road, and pipeline
transportation of energy supplies) or consumption of electricity, petroleum products or natural gas and/or an
increase in energy costs, particularly natural gas and diesel fuel, could have an adverse effect upon our ability to
conduct Arcosa’s business cost effectively.
The limited number of customers for certain of Arcosa’s products, the variable purchase patterns of
Arcosa’s customers in all of its segments, and the timing of completion, delivery, and customer acceptance
of orders may cause Arcosa’s revenues and income from operations to vary substantially each quarter,
potentially resulting in significant fluctuations in its quarterly results.
Some of the markets Arcosa serves have a limited number of customers. For example, Arcosa's wind tower
customer base is highly concentrated due to a limited number of companies constructing wind towers. The volumes
purchased by customers in each of Arcosa’s business segments vary from year to year, and not all customers make
purchases every year. Furthermore, the timing of the completion, delivery, and customer acceptance of orders,
including backlog orders, may cause Arcosa's revenues and income from operations to vary substantially each
quarter. As a result, the order levels for Arcosa’s products have varied significantly from period to period in the past
and may continue to vary significantly in the future. GE Vernova accounted for approximately 10.8% of our
consolidated revenues in 2024 up from 8.1% of consolidated revenues in 2023. As a result of these fluctuations,
Arcosa believes that comparisons of its sales and operating results between periods may not be meaningful and
should not be relied upon as indicators of future performance.
Any material nonpayment or nonperformance by any of our customers could have a material adverse effect
on our business and results of operations.
Any material nonpayment or nonperformance by any of our customers could have a material adverse effect on
our revenue and cash flows. While our contracts with our customers, including backlog orders, include terms and
provisions that protect us in the event of a breach, we may be unable to enforce payment or performance
obligations in a timely manner or at all or recover the entire amount we anticipated receiving under such contract. If
we were to pursue legal remedies against a customer that failed to purchase the contracted amount of product
under a fixed-volume contract or failed to satisfy the take-or-pay commitment under a take-or-pay contract, we may
receive significantly less in a judgment or settlement of any claimed breach than we would have received had the
customer fully performed under the contract. In the event of any customer's breach, we may also choose to
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renegotiate any disputed contract on less favorable terms (including with respect to price and volume) in order to
preserve the relationship with that customer.
Defects in materials and workmanship could harm our reputation, expose us to product warranty or product
liability claims, decrease demand for products, or materially harm existing or prospective customer
relationships.
A defect in materials or components from suppliers, our materials, or in the manufacturing of our products could
result in product warranty and product liability claims, decrease demand for products, or materially harm existing or
prospective customer relationships. Depending on the product, Arcosa warrants its workmanship and certain
materials (including surface coatings), parts, and components pursuant to express limited contractual warranties.
Arcosa may be subject to significant warranty claims in the future, such as multiple claims based on one defect
repeated throughout Arcosa's production process or claims for which the cost of shipping, repairing, or replacing the
defective part, component, or material is highly disproportionate to the original price. Responding to such defects
may also include costs related to disassembly of our products and transportation of the products from the field to
our facilities and returning the products to the customer, a change in our manufacturing processes, recall of
previously manufactured products, or personal injury claims. Any of these outcomes could result in significant
expense and materially harm our existing or prospective customer relationships and reputation.
Some of Arcosa’s products are sold to contractors, distributors, installers, and rental companies who may
misuse, abuse, improperly install, or improperly or inadequately maintain or repair such products, thereby
potentially exposing Arcosa to claims that could increase Arcosa’s costs and weaken Arcosa’s liquidity and
financial condition.
The products Arcosa manufactures are designed to work optimally when properly assembled, operated, installed,
repaired, and maintained. For example, Arcosa's shoring products and barges are often subsequently rented or
leased by Arcosa's customers to third parties who may misuse or improperly operate these products. If this or
similar instances of misuse or improper operation were to occur, Arcosa may be subjected to claims or litigation
associated with personal or bodily injuries or death and property damage.
Insurance coverage could be costly, unavailable, or inadequate.
Arcosa maintains primary and excess insurance coverage and is subject to potential liability for certain claims,
including business interruption, property damage, personal injury, or death arising from the production, use,
exposure to, or the transport of Arcosa’s products. Insurance premiums may increase and/or require that Arcosa
increase its self-insured retention, deductibles, or overall limits. A claim for personal injury, auto liability, property
loss, business interruption, or a string of such claims or a large damage award could exceed Arcosa’s available
insurance coverage. The ability of Arcosa to insure against risks described in this Item 1A is limited by the
applicable insurance markets, which may be costly, unavailable or inadequate. Arcosa’s inability to secure adequate
insurance and/or a claim that exceeds Arcosa’s insurance limits could have a material adverse effect on our
financial condition and results of operations.
Arcosa's indebtedness restricts its current and future operations, which could adversely affect its ability to
respond to changes in its business and manage its operations.
Arcosa is a party to the Second Amended and Restated Credit Agreement (as amended, the “Credit Agreement”),
an Indenture (the “2021 Indenture”) governing its 4.375% senior unsecured notes due 2029 (the “2021 Notes”), and
an Indenture (the “2024 Indenture”) governing its 6.875% senior unsecured notes due 2032 (the “2024 Notes” and
collectively with the Credit Agreement, the 2021 Indenture, the 2021 Notes and the 2024 Indenture, the “Financing
Documents”). The Financing Documents contain a number of covenants potentially restricting the operations and
financial condition of Arcosa and certain of its subsidiaries, including, among other things and subject to certain
exceptions, restrictions on our ability to incur debt or liens, merge, sell assets, make investments and acquisitions,
and make dividends and other restricted payments. The Credit Agreement also requires us to maintain compliance
with financial covenants, and a change of control (as defined in the applicable Financing Document) could result in
a default or prepayment event under the applicable Financing Document. These covenants and change of control
provisions could have an adverse effect on Arcosa's business by limiting its ability to take advantage of financing,
merger and acquisition, or other opportunities. The breach of any of these covenants or restrictions could result in a
default under the Financing Documents, our inability to access the liquidity provided by the revolving credit facility in
the Credit Agreement, the acceleration of the indebtedness under the Financing Documents, and the foreclosure of
the liens securing the indebtedness outstanding under the Credit Agreement.
Borrowings under the Credit Agreement incur interest which is variable based on fluctuations in the referenced
Secured Overnight Financing Rate ("SOFR"). Increases in the referenced SOFR will increase Arcosa's borrowing
costs and negatively impact financial results and cash flows.
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For more information on the restrictive covenants in the Financing Documents, see “Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.”
Arcosa's ability to comply with these agreements may be affected by events beyond its control, including prevailing
economic, financial, and industry conditions.
Arcosa's indebtedness could adversely affect its financial condition and prevent it from fulfilling its
obligations
Arcosa has a significant amount of indebtedness. As of December 31, 2024, our total debt (excluding debt issuance
costs) was approximately $1.7 billion, and we had unused commitments of $699.3 million under our revolving credit
facility that is part of our Credit Agreement (after giving effect to $0.7 million of outstanding letters of credit). Our
increased amount of indebtedness year-over-year primarily resulted from the closing of the Stavola acquisition, and
this increase in the amount of our indebtedness resulted in higher interest expense year over year. In addition,
Arcosa is subject to a variety of performance bonds, payment guarantees and other contingent obligations in the
operation of its business.
Despite our increase in leverage to finance the Stavola acquisition, subject to the limits contained in the Financing
Documents, we may be able to incur substantial additional debt from time to time to finance working capital, capital
expenditures, investments or acquisitions, or for other purposes. If we do so, it could have important consequences,
including the following:
•
making it more difficult for us to satisfy our obligations with respect to our existing indebtedness;
•
limiting our ability to obtain additional financing to fund future working capital, capital expenditures,
acquisitions or other general corporate requirements;
•
requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other
purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures,
acquisitions and other general corporate purposes;
•
increasing our vulnerability to general adverse economic and industry conditions;
•
exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under
the Credit Agreement, are at variable rates of interest;
•
limiting our flexibility in planning for and reacting to changes in the industry in which we compete;
•
placing us at a disadvantage compared to other, less leveraged competitors; and
•
increasing our cost of borrowing.
Arcosa may be required to reduce the value of Arcosa’s long-lived assets, including intangible assets and/
or goodwill, which would weaken Arcosa’s financial results.
Arcosa periodically evaluates for potential impairment the carrying values of Arcosa’s long-lived assets, including
intangible assets, to be held and used. The carrying value of a long-lived asset to be held and used is considered
impaired when the carrying value is not recoverable through undiscounted future cash flows and the fair value of the
asset is less than the carrying value. Fair value is determined primarily using the anticipated cash flows discounted
at a rate commensurate with the risks involved or market quotes as available. Impairment losses on long-lived
assets held for sale are determined in a similar manner, except that fair values are reduced commensurate with the
estimated cost to dispose of the assets. In addition, goodwill is required to be tested for impairment annually or on
an interim basis whenever events or circumstances change indicating that the carrying amount of the goodwill might
be impaired.
Certain non-cash impairments may result from a change in our strategic goals, business direction, changes in
market interest rates, or other factors relating to the overall business environment. Any impairment of the value of
goodwill or other intangible assets recorded in connection with previous acquisitions would result in a non-cash
charge against earnings, which could have a material adverse effect on our financial condition and results of
operations.
Risks Related to Economic, Geopolitical, and Legal Factors.
Pandemics, epidemics, or other public health emergencies, as well as the governmental reaction thereto,
may adversely affect Arcosa’s business.
Arcosa’s business may be adversely affected if a pandemic, epidemic, or other public health emergency occurs.
The outbreak of COVID-19, including its variants, disrupted local, state, national, and global economies. Any future
similar public health emergency could negatively impact our business, including the health and productivity of our
employees, the availability and pricing of supplies and raw materials, our ability to fulfill customer orders, and the
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availability of our transportation and distribution networks. If any of Arcosa’s facilities become subject to closure
from a public health emergency, the business as a whole could be materially affected.
In addition, the impact of a government shutdown could have a material adverse effect on Arcosa's revenues,
profits, and cash flows. Arcosa relies on government personnel to conduct certain routine business processes for
the inspection and delivery of certain products that, if disrupted, could have an impact on Arcosa's revenues and
business. The negative impact on the economy from a public health emergency could also impact our customers in
similar ways, causing customers to postpone projects, cancel or delay orders, or file bankruptcy.
A public health emergency could also disrupt Arcosa's cross-border business transactions and activities. During
the COVID-19 pandemic, governments in the U.S. and elsewhere in the world implemented strict measures to help
control the spread of the virus, including quarantines, travel restrictions and business curtailments. Such actions
may impair or prevent Arcosa from continuing its operations. The extent to which a pandemic, epidemic, or other
public health emergency could impact our business will depend on numerous evolving factors that we may not be
able to accurately predict.
Instability in the economy or negative conditions in credit markets may adversely affect our business by
limiting Arcosa's or its customers' and suppliers' access to credit.
Instability in the global economy or negative conditions in the global credit markets that limit or impair our access
to credit may adversely affect our business. In general, Arcosa may rely upon banks and capital markets to fund its
growth strategy. Any downgrades in our credit ratings may make raising capital more difficult, increase the cost and
affect the terms of future borrowings, affect the terms under which we purchase goods and services, and limit our
ability to take advantage of potential business opportunities. If Arcosa is unable to secure financing on acceptable
terms, Arcosa's other sources of funds, including available cash, its revolving credit facility, and cash flow from
operations may not be adequate to fund its operations and contractual commitments and refinance existing debt.
We are also exposed to risks associated with the creditworthiness of our customers and suppliers. If volatile
conditions in the global credit markets such as rising interest rates and tightening of credit standards limit our
customers' access to credit (or increase the cost of obtaining credit), product order volumes may decrease, or
customers may default on payments owed to Arcosa. Likewise, if Arcosa's suppliers face challenges obtaining
credit, selling their products to customers that require purchasing credit, or otherwise operating their businesses, the
supply of materials Arcosa purchases from them to manufacture its products may be interrupted. These events or a
more general economic downturn could lead to a reduction in orders for Arcosa’s products, requests for deferred
deliveries of backlog orders and make it difficult to collect on accounts receivable, which could result in lower
revenue or increased operating costs. In addition, such events could result in Arcosa’s customers’ attempts to
unilaterally cancel or terminate firm contracts or orders in whole or in part, resulting in contract or purchase order
breaches which could result in increased commercial litigation costs.
Arcosa and its customers participate in cyclical industries, which are subject to downturns.
A majority of Arcosa's revenue is from customers who are in industries and businesses that are cyclical in nature
which may result in decreased demand for Arcosa's products and negatively affect the collectability of receivables.
For example, demand for our construction products is driven in large part by residential and commercial
construction spending and by population and economic growth which typically slow during a downturn. The barge
industry in particular has previously experienced sharp cyclical downturns and at such times operated with a
minimal backlog. In addition, since Arcosa's operations are in a variety of geographic markets, its businesses are
subject to differing economic conditions and labor availability in each such geographic market. While the business
cycles of Arcosa’s different operations may not typically coincide, an economic downturn could affect disparate
cycles contemporaneously.
Cyclical or other fluctuations, including as a result of government or macroeconomic policy, could result in
decreased demand for our products, which could in turn result in lower sales volumes, lower prices, a slowdown in
production at our facilities and/or a decline in or loss of profits. In addition, an economic downturn may negatively
affect the collectability of accounts receivable. Any of the foregoing market or industry conditions or events could
result in reductions in Arcosa’s revenues, or increased operating costs.
The impact of increased prices and inflation on principal raw material prices, including the cost of steel with
respect to the order of new barges or wind towers and liquid asphalt with respect to our asphalt paving
operations, could negatively impact Arcosa's performance and financial results.
Increased inflation and volatile input costs may be beyond our control, including rising prices for raw materials
such as steel, liquid asphalt, fuel, parts and components, freight, packaging, supplies, labor, and energy, increases
our costs to manufacture and distribute our products. We may be unable to pass these rising costs on to our
customers. While Arcosa cannot predict the extent to which inflation may increase, increases and volatility in the
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price of steel and liquid asphalt have and could impact a customer's decision to place or delay orders for new
barges, wind towers, or asphalt paving. Other inflationary pressures may generally result in a reduction in
construction activity, which could have a material adverse effect on our business. Under varying circumstances,
Arcosa may take actions to minimize these inflationary risks, but such efforts may not be effective in mitigating the
impact on Arcosa's margins. Arcosa's revenues or operating costs may be negatively affected if we are unable to
mitigate the impact of these cost increases through contractual means or otherwise offset the effect of these cost
increases.
Risks related to Arcosa’s operations outside of the U.S., particularly Mexico, could decrease Arcosa’s
profitability.
Arcosa’s operations outside of the U.S. are subject to risks associated with cross-border business transactions
and activities. Political, legal, trade, environmental regulations, or economic change or instability, criminal activities,
or social unrest could limit or curtail Arcosa’s respective foreign business activities and operations, including the
ability to hire and retain employees. Violence in Mexico associated with drug trafficking is continuing. Arcosa has
not, to date, been materially affected by any of these risks, but Arcosa cannot predict the likelihood of future effects
from such risks or any resulting adverse impact on Arcosa’s business.
Arcosa ships raw materials to Mexico and manufactures products in Mexico that are sold in the U.S. or elsewhere,
which are subject to customs and other regulations. Any shutdown or delays at the U.S./Mexico border could affect
our ability to transport or import our products manufactured in Mexico in a timely manner or at all. Some foreign
countries where Arcosa operates have regulatory authorities that regulate products sold or used in those countries.
If Arcosa fails to comply with the applicable regulations related to the foreign countries where Arcosa operates,
Arcosa may be unable to market and sell its products in those countries or could be subject to administrative fines
or penalties.
In addition, with respect to operations in Mexico and other foreign countries, unexpected changes in the political
environment, laws, rules, and regulatory requirements; tariffs and other trade barriers, including regulatory initiatives
for buying goods produced in America; more stringent or restrictive laws, rules and regulations relating to labor or
the environment; adverse tax consequences; price exchange controls and restrictions; regulations affecting cross-
border rail and vehicular traffic; or availability of commodities, including gasoline and electricity, could limit
operations affecting production throughput and making the manufacture and distribution of Arcosa’s products less
timely or more difficult.
Furthermore, any material change in the tariffs, quotas, regulations or duties on imports imposed by the U.S.
government and agencies or on exports by the government of Mexico or its agencies, could affect Arcosa’s ability to
export products that Arcosa manufactures in Mexico. Failure to comply with such import and export regulations
could result in significant fines and penalties.
Because Arcosa has operations outside the U.S., Arcosa could be adversely affected by final judgments of non-
compliance with the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”) or import/export rules and regulations and
similar anti-corruption, anti-bribery, or import/export laws of other countries. As a result of our policy to comply with
the FCPA and similar anti-bribery laws, we may be at a competitive disadvantage to competitors that are not subject
to, or do not comply with, such laws.
Arcosa may incur increased costs due to fluctuations in foreign currency exchange rates.
Arcosa is exposed to risks associated with changes in foreign currency exchange rates. Arcosa has substantial
manufacturing operations in Mexico. To the extent there are significant changes in the exchange rate between the
U.S. dollar and the Mexican peso, Arcosa may incur increased costs or losses and reduced profits. Because our
financial statements are denominated in U.S. dollars, fluctuations in currency exchange rates between the U.S.
dollar and other currencies have had and will continue to have an impact on our reported earnings. Under varying
circumstances, Arcosa may seek to minimize these risks using hedges and similar financial instruments and other
activities, although these measures, if and when implemented, may not be effective. Any material and untimely
changes in exchange rates could adversely impact our business.
Arcosa may be adversely affected by trade policies and practices, including trade practices of competitors
that violate U.S. or other foreign laws, regulations, or practices.
Arcosa faces competition from manufacturers both in the U.S. and around the world, some of which may engage
in competition and trade practices involving the importation of competing products into the U.S. in violation of U.S.
or other foreign laws, regulations, or practices. Arcosa’s competitors may import competing products that are
subsidized by foreign governments and sold in the U.S. at less than fair value. The results of trade negotiations,
trade agreements, and tariffs could also negatively affect Arcosa’s supplies, cost of goods sold, and customers.
Arcosa produces certain products at its manufacturing facilities in Mexico. Arcosa's business benefits from free
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trade agreements, such as the United States-Mexico-Canada Agreement ("USMCA"). Potential USMCA
developments, including tariffs, changes or amendments to the agreement, governmental orders, policies, and laws
and regulations could adversely affect Arcosa's existing production operations in Mexico and have a material
adverse effect on Arcosa's business. Additionally, effective February 4, 2025, the U.S government implemented an
additional tariff on goods being imported from China and announced additional tariffs for goods imported into the
U.S. from Mexico and Canada beginning in March 2025. Changes in U.S. trade policy have resulted and could
again result in reactions from U.S. trading partners, including adopting responsive trade policies making it more
difficult or costly for us to export or import our products from Mexico. While we cannot predict what additional
changes to trade policy will be made by the current or a future presidential administration or Congress, including
whether existing tariff policies will be maintained or modified, what products may be subject to such policies, or
whether the entry into new or bilateral or multilateral trade agreements will occur, such changes could increase
pricing pressure on Arcosa’s products, reduce Arcosa’s revenues and operating profits, limit Arcosa’s ability to grow,
and otherwise adversely affect Arcosa’s financial results.
Arcosa and its customers depend on government spending and funding from federal, state and local
government agencies, and any disruption in government funding could harm Arcosa's business.
Periods of partial or full U.S. federal government shutdown, impasse, deadlock, and last-minute accords may
continue to permeate many aspects of U.S. governance, including federal government budgeting and spending,
government-funded infrastructure projects and building activities, taxation, U.S. deficit spending and debt ceiling
limits, and international commerce. Such periods could negatively impact U.S. domestic and global financial
markets, thereby reducing customer demand for Arcosa’s products and services and potentially result in reductions
in Arcosa’s revenues, increased price competition, or increased operating costs, any of which could adversely affect
Arcosa’s business.
Furthermore, certain of Arcosa’s businesses depend on government spending for infrastructure and other similar
building activities. As a result, demand for some of Arcosa’s products is influenced by local, state, U.S. federal, and
international government fiscal policies, tax incentives and other subsidies, and other general macroeconomic and
political factors. Projects in which Arcosa participates may be funded directly by governments or privately-funded,
but are otherwise tied to or impacted by government policies, U.S. presidential executive orders and
memorandums, and spending measures.
Government spending is often approved only on a short-term basis and some of the projects in which Arcosa’s
products are used require longer-term funding commitments. If government funding is not approved or funding is
lowered as a result of a change in priorities under the current U.S. presidential administration, poor economic
conditions, lower than expected revenues, or other factors, it could limit infrastructure projects available, increase
competition for projects, result in excess inventory, and decrease sales, all of which could adversely affect the
profitability of Arcosa’s business.
Additionally, certain regions or states may require or possess the means to finance only a limited number of large
infrastructure projects and periods of high demand may be followed by years of little to no activity. There can be no
assurances that governments will sustain or increase current infrastructure spending and tax incentive and other
subsidy levels, and any reductions thereto or delays therein could affect Arcosa’s business.
Repercussions from terrorist activities or armed conflict could harm Arcosa’s business.
Terrorist activities, anti-terrorist efforts, and other armed conflict involving the U.S. or its interests abroad or other
foreign actors, including the war in Ukraine and the conflicts in the Middle East, may adversely affect the U.S. and
global economies, potentially negatively affecting the industries in which Arcosa operates. This could result in delays
in or cancellations of the purchase of Arcosa’s products or shortages in raw materials, parts, or components, any of
which could prevent Arcosa from meeting its financial and other obligations.
Litigated disputes and other claims could increase Arcosa’s costs and weaken Arcosa’s liquidity and
financial condition.
Arcosa is currently, and may from time to time be, involved in various claims or legal proceedings arising out of
Arcosa’s operations. The defense of these lawsuits, claims, investigations, and proceedings may divert
management's attention from Arcosa's core business and be expensive to defend. Any claims or legal proceedings
brought against Arcosa, with or without merit, could harm Arcosa's reputation in the industry and reduce product
sales. Adverse judgments and outcomes in some or all of these matters could result in significant losses and costs
that could weaken Arcosa’s liquidity and financial condition. Although Arcosa maintains reserves for its probable and
reasonably estimable liability, Arcosa’s reserves may be inadequate to cover its portion of claims or final judgments
after taking into consideration rights in indemnity and recourse under insurance policies or to third parties as a result
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of which there could be a material adverse effect on Arcosa’s business. See Note 15. "Commitments and
Contingencies” for additional information on the Company’s current litigation.
Risks Related to Growth Strategy.
Arcosa may not be able to successfully identify, consummate or integrate acquisitions.
Arcosa expects to routinely engage in the search for growth opportunities, including assessment of merger and
acquisition prospects in new markets and/or products. However, Arcosa may not be able to identify and secure
suitable opportunities. Arcosa’s ability to consummate any acquisitions on terms that are favorable to Arcosa may
be limited by a number of factors, such as competition for attractive targets and, to the extent necessary, Arcosa’s
ability to obtain financing on satisfactory terms, if at all.
In addition, if Arcosa is not able to successfully integrate its transactions, including the Ameron and Stavola
acquisitions, to any material degree, such failure of a successful integration could result in unexpected claims or
otherwise have a material adverse effect on Arcosa’s business. Integration risks include the following: (i) the
diversion of management’s time and resources to integration matters from other Arcosa matters; (ii) difficulties in
achieving business opportunities and growth prospects of the acquired business; (iii) difficulties in managing the
expanded operations; (iv) challenges in retaining key personnel; and (v) the disruption of ongoing business,
customer, and employee relationships. The failure to successfully integrate such mergers or acquisitions could
prevent Arcosa from achieving the anticipated operating and cost synergies or long-term strategic benefits from
such transactions.
Acquisitions and divestitures bring risks of unexpected liabilities that could harm Arcosa's business.
Acquisitions and divestitures may bring known and unknown risks to Arcosa. If we fail to adequately perform due
diligence during the acquisition process or if despite adequate diligence an unknown condition or circumstance is
discovered after the closing of a transaction, we may be subject to unexpected liabilities in connection with such
transaction. Acquisitions and divestitures also bring risks that the counterparties to the transactions may fail to
perform their obligations, which could result in costly litigation, divert management's attention, and disrupt our
business operations. Third parties could also seek to hold Arcosa responsible for these liabilities, and there can be
no assurance that any indemnity from our counterparties or any insurance we obtain in connection with the
transaction will be sufficient to protect Arcosa against the full amount of such potential liabilities.
Furthermore, an element of Arcosa's long-term strategy is to reduce the complexity and cyclicality of the overall
business which may result in divestitures. Divestitures pose risks and challenges that could negatively impact
Arcosa's business, including retained liabilities related to divested businesses, obligations to indemnify
counterparties against contingent liabilities and potential disputes with counterparties.
If we do not realize the expected benefits of these divestitures or our post-completion liabilities and continuing
obligations are substantial and exceed our expectations, our financial position, results of operations and cash flows
could be negatively impacted. Any divestiture may result in a dilutive impact to our future earnings if we are unable
to offset the dilutive impact from the loss of revenue and profits associated with the divestiture, as well as significant
write-offs, including those related to goodwill and other intangible assets, which could result in a material adverse
effect on Arcosa's business.
Potential expansion of our business may expose us to new business, regulatory, political, operational,
financial, and economic risks associated with such expansion, both inside and outside of the U.S.
Arcosa's growth strategy may result in the acquisition of new lines of business or expansion into geographic
markets (whether inside or outside the U.S.) in which we have limited operating experience, including with respect
to seeking regulatory approvals, becoming subject to regulatory authorities, and marketing or selling products. For
example, the acquisitions of Ameron and Stavola in 2024 expanded Arcosa's Engineered Structures and
Construction Products segments and exposed Arcosa to new geographic markets.
Further, our operations in new foreign markets may be adversely affected by a number of factors, including:
general economic conditions and monetary and fiscal policy; financial risks, such as longer payment cycles,
difficulty in collecting from international customers, the effect of local and regional financial crises, and exposure to
foreign currency exchange rate fluctuations and controls; multiple, conflicting, and changing laws and regulations
such as export and import restrictions, employment laws, regulatory and local zoning requirements, and other
governmental approvals, permits, and licenses; interest rates and taxation laws and policies; increased government
regulation; social stability; and political, economic, or diplomatic developments. Certain jurisdictions have, from time
to time, experienced instances of civil unrest and hostilities, both internally and with neighboring countries. Rioting,
military activity, terrorist attacks, or armed hostilities could cause our operations in such jurisdictions to be adversely
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affected or suspended. We generally do not have insurance for losses and interruptions caused by terrorist attacks,
military conflicts, and wars.
Any of these factors could significantly harm our potential business or international expansion and our operations.
Risks Related to Regulatory and Environmental Matters
Our business is subject to significant regulatory compliance obligations in the U.S., Mexico, and other
countries where we do business, and a failure to comply with any current or future laws or regulations
could have a material adverse effect on us.
Arcosa is subject to comprehensive federal, state, local, and foreign laws and regulations and held to industry
standards established by private industry organizations. These organizations establish safety criteria, conduct
inspections and investigations, and recommend improved safety and operating standards.
Arcosa’s operations are also subject to various governmental regulations in the U.S., Mexico, and other countries
where we do business related to the environment, occupational safety and health, labor, and business practices,
including OSHA and MSHA.
Although we believe that we are in material compliance with all applicable regulations and operating permits
material to our business operations, if we determine that our products or processes are not in compliance with
applicable requirements, rules, regulations, specifications, standards or product testing criteria, it might result in
additional operating expenses, administrative fines or penalties, criminal sanctions, product recalls, reputational
harm, or loss of business that could have a material adverse effect on Arcosa’s business.
In addition, amendments to existing statutes and regulations, adoption of new statutes and regulations,
modification of existing operating permits, or entering into new lines of business which are covered by regulatory
agencies that Arcosa has not previously been subject to could require us to alter our methods of operation and/or
discontinue the sale of certain of our products, resulting in substantial costs. For example, the U.S. barge industry
relies, in part, on the Jones Act because it prohibits foreign vessels from transporting goods between U.S. ports.
Changes to or a repeal of such legislation could have a material adverse impact on Arcosa’s barge business and
revenues.
Arcosa is subject to health and safety laws and regulations and any failure to comply with any current or
future laws or regulations could have a material adverse effect on us.
Manufacturing and construction sites are inherently dangerous workplaces. Arcosa’s manufacturing sites often put
Arcosa’s employees and others in close proximity with large pieces of mechanized equipment, moving vehicles,
chemical and manufacturing processes, heavy products and other items, and highly regulated materials. Unsafe
work sites have the potential to increase employee turnover and raise Arcosa’s operating costs. Arcosa’s safety
record can also impact Arcosa’s reputation. Arcosa maintains functional groups whose primary purpose is to ensure
Arcosa implements effective work procedures throughout Arcosa’s organization and take other steps to ensure the
health and safety of Arcosa’s work force, but there can be no assurances these measures will be successful in
preventing injuries or violations of health and safety laws and regulations. Any failure to maintain safe work sites or
violations of applicable health and safety standards and laws, including non-compliance with operating permits,
could result in the imposition of substantial fines, suspension of production, alterations of our production processes,
cessation of operations, or other actions which could harm our business. Such compliance failures could also
expose Arcosa to significant financial losses and reputational harm, as well as civil and criminal liabilities, any of
which could have a material adverse effect on Arcosa’s business.
Arcosa has potential exposure to environmental liabilities that may increase costs and lower profitability.
Arcosa is subject to comprehensive federal, state, local, and foreign environmental laws and regulations relating
to: (i) the release or discharge of regulated materials into the environment at Arcosa’s facilities or with respect to
Arcosa’s products while in operation; (ii) the management, use, processing, handling, storage, transport and
transport arrangement, and disposal of hazardous and non-hazardous waste, substances, and materials; and (iii)
other activities relating to the protection of human health and the environment. Such laws and regulations expose
Arcosa to liability for its own acts and potentially the acts of others. These laws and regulations also may impose
current liability on Arcosa under circumstances where, at the time of the action taken, such action complied with
then applicable laws and regulations. In addition, environmental laws and regulations may require significant
expenditures to achieve compliance, and non-compliance could result in a shutdown or work stoppage and civil and
criminal fines or penalties.
Environmental pre-construction, construction, and operating permits are, or may be, required for Arcosa’s
operations under these laws and regulations. These permits are subject to modification, renewal, and/or revocation.
Although Arcosa regularly monitors and reviews its operations, procedures, and policies for compliance with
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Arcosa’s environmental permits and related laws and regulations, the risk of environmental liability is inherent in the
operation of Arcosa’s businesses.
Moreover, future events, such as changes in, or modified interpretations of, existing environmental laws and
regulations or enforcement policies, or further investigation or evaluation of the potential health hazards associated
with the manufacture of Arcosa’s products and related business activities and properties, may give rise to additional
compliance and other costs that could have a material adverse effect on Arcosa’s business.
The transportation of commodities by rail, barge, or container also raises potential liability risks in the event of an
accident that results in the release of substances that cause or threaten to cause harm to the environment or,
natural resources, or result in exposure to harmful substances. If Arcosa is found liable in any such incidents, it
could have a material adverse effect on Arcosa’s business.
Responding to claims relating to improper handling, transport, storage, or disposal of hazardous materials
could be time consuming and costly.
We use controlled hazardous materials in our business and generate wastes that are regulated as hazardous
wastes under U.S. federal, state, and local environmental laws and under equivalent provisions of law in other
jurisdictions in which our manufacturing facilities are located. Our use and management of these substances and
materials is subject to stringent, and periodically changing, regulation that can impose costly compliance obligations
on us and have the potential to adversely affect our manufacturing activities. We are also subject to potential liability
for claims alleging property damage and personal and bodily injury or death arising from the use of or exposure to
our products, especially in connection with products we manufacture that our customers use to transport or store
hazardous, flammable, toxic, or explosive materials.
The risk of accidental contamination or injury from these materials cannot be completely eliminated. If an accident
involving these substances occurs, we could be held liable for any damages that result, as well as incur clean-up
costs and liabilities, which can be substantial. Additionally, an accident could damage our facilities, resulting in
operational delays and increased costs.
Our manufacturing plants or other facilities may have unknown environmental conditions that could be
expensive and time-consuming to correct.
There can be no assurance that we will not encounter environmental conditions at any of our manufacturing
plants or other facilities that may require us to incur significant clean-up or correction costs. Upon encountering an
environmental condition or receiving a notice of an environmental condition, we may be required to correct the
condition. The presence of an environmental condition requiring corrective action or remediation relating to any of
our manufacturing plants or other facilities may require significant expenditures to address.
Business, regulatory, and legal developments regarding climate change, and physical impacts from climate
change, could have an adverse effect on our business.
Legislation and new rules to regulate emission of greenhouse gases (“GHGs”) may require Arcosa to meet new
standards that may require substantial reductions in carbon emissions. There is also a potential for climate change
legislation and regulation that could adversely impact the cost of certain manufacturing inputs, including the
increasing cost of energy and electricity. While Arcosa cannot assess the direct impact of these or other potential
regulations, new climate change protocols could affect demand for its products and/or affect the price of materials,
input factors, energy costs, and manufactured components.
Potential impacts of climate change include physical impacts, such as disruption in production and product
distribution due to impacts from major storm events, shifts in regional weather patterns and intensities, and sea level
changes. Other adverse consequences of climate change could include an increased frequency of severe weather
events, low river levels, drought, flooding, wildfires, and rising sea levels that could affect operations at Arcosa’s
manufacturing facilities as well as the price and/or availability of insurance coverage for the Company assets or
other unforeseen disruptions of Arcosa’s operations, systems, property, or equipment.
We also communicate certain initiatives and goals regarding GHG and related matters in our public disclosures.
These initiatives and goals may be difficult and expensive to implement or may not advance at a pace sufficient to
meet our goals, and we could be criticized for the scope, accuracy, adequacy or completeness of the disclosure.
Further, statements about our GHG-related initiatives and goals, and progress towards these goals, may be based
on standards for measuring progress that are still developing, internal controls and processes that continue to
evolve and assumptions that are subject to change in the future. If our GHG-related data, processes and reporting
are inaccurate or incomplete, or if we fail to achieve progress with respect to these goals or initiatives on a timely
basis or at all, our operations and financial performance could be adversely affected.
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California has enacted climate disclosure laws requiring certain U.S. companies doing business in California to
report certain GHG emissions and make other climate-related financial risk disclosures. In addition, the SEC has
proposed climate disclosure requirements. Both the California and the SEC disclosure rules have been legally
challenged and are pending final resolution. To the extent these climate disclosures survive and/or substantially
similar ones are adopted in the future, we will be required to incur significant time and money to comply with the
disclosure requirements and may be required to modify certain of our operations. These compliance costs could
adversely impact our future business.
The impacts of climate change and related regulations on our operations and the Company overall are highly
uncertain and difficult to estimate, but such effects could be materially adverse to our business.
Arcosa’s sustainability efforts may be costly or may not align with the public sentiments of our
stockholders and others with respect to our sustainability practices and related public disclosures.
Arcosa has been proactive in integrating its sustainability initiatives into its long-term strategy. The subjective
nature and wide variety of frameworks and methods used by our stockholders and others to assess Arcosa’s
sustainability strategy and progress and heightened governance standards could result in a negative perception by
our stockholders or misrepresentation by others of Arcosa’s sustainability goals and progress. Arcosa’s inability to
achieve satisfactory progress on its sustainability initiatives and improved safety, on a timely basis, or at all, or to
align with the sustainability criteria of our stockholders and others could adversely affect Arcosa’s business.
From time to time Arcosa may take tax positions that the Internal Revenue Service (“IRS”), the Servicio de
Administracion Tributaria (“SAT”) in Mexico, or other taxing jurisdictions may contest.
Our subsidiaries have in the past and may in the future take tax positions that the IRS, the SAT, or other taxing
jurisdictions may challenge. If the IRS, SAT, or other taxing jurisdictions successfully contests a tax position that
Arcosa takes, Arcosa may be required to pay additional taxes or penalties which may not have been previously
accrued that may adversely affect its results of operations and financial position.
The expiration, elimination, modification, or reduction of tax benefits or tax credits or the ability to utilize
federal-aid programs that allow for purchase price reimbursement or other government funding or
subsidies may harm Arcosa's business.
Some of Arcosa’s customers and contractual counterparties (i) rely on their ability to obtain or utilize tax benefits
or tax credits such as accelerated depreciation or the production tax credit or investment tax credit for renewable
energy or (ii) utilize federal-aid programs that allow for purchase price reimbursement or other government funding
or subsidies, any of which benefits, credits, or programs could be modified, discontinued or allowed to expire
without extension thereby reducing demand for certain of Arcosa’s products or reducing certain tax credits or other
tax benefits for which Arcosa or its contractual counterparties may be eligible.
For example, the IRA provides for certain manufacturing, production, and investment tax credit incentives,
including AMP tax credits for companies that domestically manufacture and sell clean energy equipment, like
Arcosa Wind Towers. If any currently available tax benefits, tax credits, subsidies, or programs, including the AMP
tax credits, are allowed to expire or are otherwise modified or repealed, the demand for Arcosa’s products could
decrease and/or the amount of AMP tax credits or other tax benefits for which Arcosa or its contractual
counterparties may be eligible may be reduced, thereby creating the potential for a material adverse effect on
Arcosa’s business and future financial results.
Risks Related to Technology and Cybersecurity
Information system failures, cyber incidents or security breaches, whether with Arcosa or a third party,
could disrupt our business and result in the compromise of confidential, sensitive, or proprietary
information.
Arcosa relies on information technology infrastructure and architecture, including hardware, cloud computing
networks, software, people, and processes to manage protected, confidential, and other sensitive information to
conduct Arcosa’s business in the ordinary course. Any material failure, interruption of service, compromise of data
security, or cybersecurity threat or attack could adversely affect Arcosa’s relations with suppliers, customers, and
regulators, and result in negative impacts to Arcosa’s market share, operations, and profitability.
Our business is at risk from and may be impacted by information security incidents, including attempts to gain
unauthorized access to our systems or data, ransomware, malware, phishing or social engineering scams, and
other physical and electronic security events as well as from similar events impacting third parties with which we do
business. Security breaches could result in theft, destruction, loss, misappropriation, or release of protected,
confidential, or other sensitive data including personal information of our employees, trade secrets, or other
proprietary intellectual property that could adversely impact Arcosa's future results.
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27
While we employ several measures to prevent, detect, and mitigate these threats, there is no guarantee such
efforts will be successful in preventing a cyber event or that any third parties with which we do business will be
successful in preventing a cyber event. We have invested and continue to invest in risk management, information
security, and data protection measures, including technical, administrative, and organizational safeguards, in order
to protect our systems and data. The cost and operational consequences of implementing, maintaining, and
enhancing further data or system safeguards could increase significantly to keep pace with increasingly frequent,
complex, and sophisticated global cyber threats. Any material breaches of cybersecurity, including the accidental
loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data,
or media reports of perceived security vulnerabilities to our systems, products, and services or those of our third
parties could cause us to experience reputational harm, loss of customers and revenue, fines, regulatory actions
and scrutiny, sanctions, or other statutory penalties, litigation, liability for failure to safeguard our customers'
information, or financial losses that are either not insured against or not fully covered through any insurance
maintained by us. Any of the foregoing may have a material adverse effect on our business, operating results, and
financial condition.
Arcosa is subject to complex and evolving laws and regulations regarding privacy and cybersecurity.
The laws and regulations governing cybersecurity, data privacy and protection, and the unauthorized disclosure of
confidential or protected information pose increasingly complex compliance challenges and potentially elevate
costs, and any actual or perceived failure to adequately address privacy and cybersecurity concerns or comply with
applicable laws and regulations could result in significant penalties, legal liability, judgments and negative publicity;
require us to change our business practices; increase the costs and complexity of compliance; and adversely affect
our business. If we are not able to adjust to changing laws, regulations and standards relating to privacy or
cybersecurity, our business may be materially harmed. As noted above, we are also subject to the possibility of
cyber events, which themselves may result in a violation of these privacy and data security laws.
Arcosa’s inability to sufficiently protect Arcosa’s intellectual property rights could adversely affect
Arcosa’s business.
Arcosa’s patents, copyrights, trademarks, trade secrets, and other intellectual property rights are important to
Arcosa’s success. Arcosa relies on patent, copyright, and trademark law, and trade secret protection and
confidentiality and/or license agreements with others to protect Arcosa’s intellectual property rights. Arcosa’s
trademarks, service marks, copyrights, patents, and trade secrets may be exposed to market confusion, commercial
abuse, infringement, or misappropriation and possibly challenged, invalidated, circumvented, narrowed, or declared
unenforceable by countries where Arcosa’s products and services are made available, including countries where the
laws may not protect Arcosa’s intellectual property rights as fully as in the U.S. Such instances could negatively
impact Arcosa’s competitive position and adversely affect Arcosa’s business. Additionally, Arcosa could be required
to incur significant expenses to protect its intellectual property rights.
Risks Related to Arcosa Common Stock.
Arcosa cannot guarantee the timing, amount, or payment of dividends on its common stock.
The timing, declaration, amount, and payment of future dividends to Arcosa’s stockholders falls within the
discretion of the Board. The Board's decisions regarding the payment of future dividends will depend on many
factors, such as Arcosa’s financial condition, earnings, capital requirements, debt service obligations, covenants
related to our debt service obligations, industry practice, legal requirements, regulatory constraints, access to the
capital markets, and other factors that the Board deems relevant. Arcosa cannot guarantee that it will continue to
pay any dividend in the future.
Certain provisions in Arcosa’s restated certificate of incorporation and amended and restated bylaws
("Arcosa’s Governing Documents"), and of Delaware law, may prevent or delay an acquisition of Arcosa,
which could decrease the trading price of the common stock.
Arcosa’s Governing Documents and Delaware law contain provisions that are intended to deter coercive takeover
practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and
to encourage prospective acquirers to negotiate with the Board rather than to attempt a hostile takeover.
These provisions include limitations on the ability of our stockholders to call special meetings, the establishment
of advance notice procedures for stockholder proposals and nominations for election of directors and allow for the
Board to issue blank check preferred stock with voting or conversion rights without stockholder approval. In addition,
Arcosa is subject to Section 203 of the Delaware General Corporation Law which makes it more difficult for a
person who acquires, 15% or more of Arcosa's outstanding voting stock to effect various business combinations
with us for a three-year period following the time such stockholder became a 15% stockholder.
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Arcosa believes these provisions will protect its stockholders from coercive or otherwise unfair takeover tactics by
requiring potential acquirers to negotiate with the Board and by providing the Board with more time to assess any
acquisition proposal. These provisions are not intended to make Arcosa immune from takeovers. However, these
provisions will apply even if the offer may be considered beneficial by some stockholders and could delay or prevent
an acquisition that the Board determines is not in the best interests of Arcosa and its stockholders. These provisions
may also prevent or discourage attempts to remove and replace incumbent directors.
Arcosa’s stock price may fluctuate significantly.
We cannot predict the prices at which shares of Arcosa common stock may trade. The trading and market price of
Arcosa common stock may fluctuate significantly due to a number of factors, some of which may be beyond
Arcosa’s control, including: Arcosa’s quarterly or annual earnings, or those of other companies in its industry; actual
or anticipated fluctuations in Arcosa’s operating results; changes in earnings estimates by securities analysts or
Arcosa’s ability to meet those estimates; Arcosa’s ability to meet its forward-looking guidance; the operating and
stock price performance of other comparable companies; overall market fluctuations and domestic and worldwide
economic conditions; and other factors described in these “Risk Factors” and elsewhere in this Annual Report on
Form 10-K.
Stock markets in general have experienced volatility that has often been unrelated to the operating performance
of a particular company. Broad market and industry factors may materially harm the market price of Arcosa’s
common stock, regardless of Arcosa’s operating performance. In the past, following periods of volatility in the
market price of a company’s securities, shareholder derivative lawsuits and/or securities class action litigation has
often been instituted against that company. Such litigation, if instituted against us, could result in substantial costs
and a diversion of management’s attention and resources.
Stockholders’ percentage of ownership in Arcosa may be diluted in the future.
Stockholders’ percentage ownership in Arcosa may be diluted because of equity issuances for acquisitions,
capital market transactions, or otherwise, including, without limitation, equity awards that Arcosa grants to its
directors, officers, and employees.
In addition, Arcosa’s restated certificate of incorporation authorizes Arcosa to issue, without the approval of
Arcosa’s stockholders, one or more classes or series of preferred stock having such designation, powers,
preferences, and relative, participating, optional, and other special rights, including preferences over Arcosa
common stock respecting dividends and distributions, as the Board generally may determine. The terms of one or
more classes or series of preferred stock could dilute the voting power or reduce the residual value of Arcosa
common stock.
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29
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
Risk Management and Strategy.
Arcosa continues to make cybersecurity a priority as the threat landscape evolves and becomes increasingly
complex and sophisticated.
Managing Material Risks & Integrated Overall Risk Management
Arcosa has strategically integrated cybersecurity risk management into its broader risk management framework to
promote a company-wide culture of cyber risk awareness. Arcosa's Chief Information Security Officer ("CISO") and
Senior Director of Information Security work closely with the IT department to continuously evaluate and address
cybersecurity risks in alignment with business objectives, operational needs, and industry-accepted standards, such
as the CIS Critical Security Controls and National Institute of Standards and Technology ("NIST") frameworks.
The Company has processes and procedures in place to monitor the prevention, detection, mitigation, and
remediation of cybersecurity risks. These include but are not limited to:
• Maintaining a defined and practiced incident response plan;
• Maintaining cyber insurance coverage;
• Employing appropriate incident prevention and detection software, such as antivirus, anti-malware, firewall,
endpoint detection, and identity and access management;
• Maintaining a defined disaster recovery policy and employing backup/disaster recovery software, where
appropriate;
• Educating, training, and testing employees on information security practices and identification of potential
cybersecurity risks and threats;
• Ensuring familiarity and compliance with cybersecurity frameworks where appropriate; and
• Reviewing and evaluating new developments in the cyber threat landscape.
Engaging Third Parties on Risk Management
Recognizing the complexity and evolving nature of cybersecurity risk, the Company engages with a range of
external experts, including cybersecurity consultants, in evaluating, monitoring, and testing Arcosa's cyber
management systems and related cyber risks. The Company's collaboration with these third parties includes audits,
threat and vulnerability assessments, incident response plan testing, company-wide monitoring of cybersecurity
risks, and consultation on security enhancements.
Managing Third Party Risk
Arcosa recognizes the risks associated with the use of vendors, service providers, and other third parties that
provide information system services, process information on its behalf, or have access to its information systems,
and Arcosa has processes in place to oversee and manage these risks. In addition to the minimum security and
control standards, these processes include other quality control measures, such as utilizing a third-party security
scoring system to evaluate the security posture of current and potential parties. Arcosa also maintains ongoing
monitoring to support continuous compliance with its cybersecurity standards.
Risks from Cybersecurity Incidents
Arcosa has not been subject to cybersecurity incidents that have materially affected, or are reasonably likely to
materially affect the Company, its operations, or financial standing.
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30
Governance
Risk Management Personnel
Arcosa's cybersecurity risk management program is overseen by management at multiple levels. The CISO and
Senior Director of Information Security play key roles in assessing, monitoring, and managing the Company's
cybersecurity risks with support of dedicated information technology and security personnel. Both the CISO and
Senior Director of Information Security have been in their respective roles at Arcosa for over 6 years. The CISO has
over 40 years of leadership positions in the high tech and IT industries. He is experienced in detailed product and
solution development as well as business process operations providing an understanding of how cybersecurity
considerations intersect the business. The Senior Director of Information Security and Compliance at Arcosa has
more than 20 years of experience architecting, designing, and deploying security solutions based on industrial
frameworks.
Monitor Cybersecurity Incidents
The CISO and Senior Director of Information Security are continually informed and updated about the latest
developments in cybersecurity, including emerging threats and innovative risk management techniques. They
implement and oversee processes for the regular monitoring of our information systems. This includes the
deployment of advanced security measures and regular system audits to identify potential vulnerabilities. In the
event of a cybersecurity incident, the Company is equipped with a defined and practiced incident response plan.
This plan includes immediate actions to mitigate the impact and long-term strategies for remediation and prevention
of future incidents.
Board of Director Oversight
The Board's Audit Committee is responsible for overseeing the Company's cyber risk. The CISO and other
experts, as necessary provide the Audit Committee quarterly updates that encompass a broad range of topics,
including but not limited to:
• Current and emerging cybersecurity threat landscape;
• Status of ongoing cybersecurity initiatives and strategies;
• Incident reports and learnings from unique cybersecurity events, including those of other companies;
• Compliance status and efforts with regulatory requirements and industry standards; and
• Benchmarked data on the performance of certain aspects of our cybersecurity program relative to our
peers.
In addition, the CISO provides updates to the full Board upon request and updates the Board on unique
developments, such as regulatory updates or unique vulnerability developments. Our Board is composed of
members with diverse expertise including risk management, technology, and finance, equipping them to oversee
cybersecurity risks effectively.
Item 2. Properties.
Arcosa’s corporate headquarters are located in Dallas, Texas. We principally operate in various locations
throughout the U.S. and in Mexico. Our facilities are considered to be in good condition, well maintained, and
adequate for our purposes. Information about the total square footage of our facilities as of December 31, 2024 is
as follows:
Approximate Square Feet(1)
Approximate Square Feet Located In(1)
Owned
Leased
U.S.
Non-U.S.
Construction Products .......................................
837,200
357,600
1,183,200
11,600
Engineered Structures ......................................
2,359,000
371,300
2,069,700
660,600
Transportation Products ....................................
731,100
81,000
812,100
—
Corporate ............................................................
—
39,800
39,800
—
3,927,300
849,700
4,104,800
672,200
(1) Excludes non-operating facilities.
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31
Our estimated weighted average production capacity utilization for the twelve-month period ended December 31,
2024 is reflected by the following percentages:
Production
Capacity
Utilized(1)
Construction Products(2)
.......................................................................................................................................
70 %
Engineered Structures ..........................................................................................................................................
75 %
Transportation Products(3)
....................................................................................................................................
40 %
(1) Excludes non-operating facilities.
(2) Includes processing facilities, quarries, and mines.
(3) Excludes the steel components business, which was sold in August 2024.
Mineral Reserves - Overview
Information concerning the Company’s mining properties has been prepared in accordance with the requirements
of Subpart 1300 of Regulation S-K (“S-K 1300”), which first became applicable to the Company for the fiscal year
ended December 31, 2021. These requirements differ from the previously applicable disclosure requirements of
SEC Industry Guide 7. Among other differences, S-K 1300 requires the Company to disclose its mineral resources
in addition to its proven and probable mineral reserves, as of the end of their most recently completed fiscal year
both in the aggregate and for each of their individually material mining properties. As of December 31, 2024, the
Company did not have any individually material mining properties.
The terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” “inferred mineral
resource,” “mineral reserve,” “proven mineral reserve,” and “probable mineral reserve,” whether singular or plural,
are defined and used in accordance with S-K 1300. Under S-K 1300, mineral resources may not be classified as
“mineral reserves” unless the determination has been made by a qualified person that the mineral resources can be
the basis of an economically viable project.
The Company’s estimates of mineral reserves and mineral resources are determined internally by competent
professionals, including engineers and geologists, using industry best practices and internal controls. These
estimates are based on geologic data, mineral ownership information, and current or proposed operating plans. Our
mineral reserves are proven and probable reserves that could be economically and legally extracted or produced at
the time of the reserve determination, considering grade and quality of the minerals and all material modifying
factors. These estimates are periodically updated to reflect past mining production, updated mine plans, new
exploration information, and other geologic or mining data. Acquisitions or dispositions of mining properties will also
change these estimates. Changes in mining or processing methods may increase or decrease the recovery basis
for the estimates. The ability to update or modify the estimates of our mineral reserves is restricted to competent
geologists and mining engineers and material modifications are documented. Our estimates of mineral reserves and
mineral resources, and supporting information, have been assessed by the John T. Boyd Company, a qualified
person, which is unaffiliated with the Company and conforms to the requirements under S-K 1300 for qualified
persons. For more information related to the risks associated with the estimates of mineral reserves and mineral
resources, see Item 1A “Risk Factor - Risks Related to our Business and Operations.”
Mining Properties
During the year ended December 31, 2024, we produced 30.4 million tons of natural aggregates and specialty
materials from our mining and processing operations located in the U.S. and Canada, all of which, we believe, have
adequate road and/or railroad access. The Company reports its mining operations primarily through the following
commodity groupings:
Natural Aggregates – includes operations which specialize in the production of sand, gravel, crushed stone, and
stabilized material. Our aggregates operations are grouped into the “Texas” and “All Other” geographic regions, and
shipments from an individual quarry or stationary crushing location are generally limited in geographic scope
because the cost of transportation to customers is high relative to the value of the product itself.
Specialty Materials – includes operations which produce lightweight aggregates, select natural aggregates, and
milled or processed specialty building products and agricultural products. Since specialty materials have a much
wider, multi-state distribution area due to their higher value relative to their distribution costs as compared to natural
aggregates, we do not group our specialty materials operations by geographic region.
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32
Our active operations as of December 31, 2024 included 54 that produce and distribute natural aggregates and
12 that produce, process, and distribute specialty materials. In addition to our active operations, we control interests
in 23 inactive or greenfield (undeveloped) mining properties. We also own and operate recycled aggregates (i.e.,
recycled concrete products) facilities which are not dependent on mineral reserves.
The following map illustrates the locations of our active mining operations as of December 31, 2024, excluding
stand-alone processing facilities:
The following table summarizes, by major commodity group and geographic region, the status for our mining
properties as of December 31, 2024:
Number of Properties
Producing
Inactive
Total
Natural aggregates:
Texas ......................................................................................
24
10
34
All other ..................................................................................
30
8
38
54
18
72
Specialty materials ..................................................................
12
5
17
66
23
89
Our active mining operations include 65 surface mines and one underground mine. The operations extract
materials from surficial or near-surface alluvial and bedrock deposits. Mining methods utilized at our surface
operations include conventional truck/shovel excavation and dredge mining. Our single underground mine in
Pennsylvania utilizes mechanized room-and-pillar mining methods.
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Processing operations to produce sand and gravel and crushed stone consist of mechanized crushing, washing,
and sizing. Stabilized sand is mixed in a pug mill. Specialty materials may be subjected to additional processing –
such as milling and grinding, roasting (in kilns), and/or pelletizing – depending on the product specifications. The
following table summarizes, by major commodity group, the annual production history over the preceding three
years for our mining properties:
Annual Production (million tons)
2024
2023
2022
Natural aggregates .................................................................
26.4
27.5
26.8
Specialty materials ..................................................................
4.0
4.0
4.6
30.4
31.5
31.4
Our ownership or leasehold interest in our mining properties – both active and undeveloped – is 100%. Rights to
mine the properties are controlled through our ownership in fee and/or long-term lease agreements with third
parties.
Our mining operations are subject to a wide range of laws, ordinances, and regulations and require various
governmental approvals and permits. Federal, state, and local authorities regulate the operations with respect to
matters such as employee health and safety, permitting and licensing requirements, air quality standards, water
quality standards, plant and wildlife protection, the reclamation and restoration of mining properties after mining has
been completed, the discharge of materials into the environment, surface subsidence from underground mining, and
the effects of mining on groundwater quality and availability. We have obtained all material permits currently
required to conduct our present mining operations.
Mineral Reserves
We controlled an estimated 1.4 billion tons of mineral reserves as of December 31, 2024. Reported mineral
reserves include only quantities that are owned in fee or under lease – approximately 765 million tons or 55% are
located on owned land and approximately 625 million tons or 45% are located on leased land. The economic
viability of our reserves was determined using average selling prices ranging from $8.07 to $106.18 per ton,
depending on the location and market.
Our mineral reserves, on average, represent approximately 40 years at current production levels within the natural
aggregates business and approximately 110 years at current production levels within the specialty materials
business. However, certain operations may have more limited reserves and may not be able to expand.
Approximately 1.1 billion tons or 83% of the reported mineral reserves are attributable to active mining operations.
As of December 31, 2024, the Company’s estimated mineral reserves by major commodity group and geographic
region are as follows:
Estimated Mineral Reserves (million tons)
Proven
Probable
Total
Owned
Leased
Natural aggregates:
Texas ............................................................
168.0
28.4
196.4
67 %
33 %
All other .......................................................
343.0
435.6
778.6
43 %
57 %
511.0
464.0
975.0
48 %
52 %
Specialty materials .......................................
331.0
84.3
415.3
72 %
28 %
842.0
548.3
1,390.3
55 %
45 %
Quantities of mineral reserves were estimated from geologic analysis of exploration results and the application of
economic and mining parameters appropriate to the individual deposits. Estimated mineral reserves have been
adjusted to account for anticipated process dilutions and losses during mining and processing involved in producing
saleable products. Economic viability of the reported mineral reserves has been demonstrated using three-year
trailing average product prices on a per-property basis.
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34
Mineral Resources
We controlled an estimated 333 million tons of mineral resources as of December 31, 2024, exclusive of our
reported mineral reserves. Our mineral resource estimates are based on an initial assessment using average selling
price assumptions ranging from $7.96 to $134.23 per ton, depending on the location and market. The following table
summarizes our mineral resources by major commodity group and geographic region as of December 31, 2024:
Estimated Mineral Resources (million tons)
Measured
Indicated
Inferred
Total
Natural aggregates:
Texas .......................................................
2.3
5.5
24.2
32.0
All other ...................................................
—
52.7
175.8
228.5
2.3
58.2
200.0
260.5
Specialty materials ..................................
23.5
—
49.1
72.6
25.8
58.2
249.1
333.1
Our inferred mineral resources have been estimated on the basis of limited geologic evidence. Mineral resources,
that are not mineral reserves, do not have a demonstrated economic viability at this time; however, of the 249.1
million tons of inferred mineral resources, 200.5 million tons or 81% are attributable to 20 active mining operations.
Item 3. Legal Proceedings.
See Note 15 of the Consolidated Financial Statements regarding legal proceedings.
Item 4. Mine Safety Disclosures.
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the
Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit
95 to this Form 10-K.
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35
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
Shares of our common stock are listed on the New York Stock Exchange under the ticker symbol “ACA,” which
began “regular-way” trading on November 1, 2018. Our transfer agent and registrar is Broadridge Corporate Issuer
Solutions, LLC.
Holders
At December 31, 2024, we had 895 record holders of common stock. Because many of our shares are held by
brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders
represented by these record holders.
Dividends
The timing, declaration, amount, and payment of future dividends to Arcosa's stockholders falls within the
discretion of the Board. The Board's decisions regarding the payment of future dividends will depend on many
factors, such as Arcosa's financial condition, earnings, capital requirements, debt service obligations, covenants
related to our debt service obligations, industry practice, legal requirements, regulatory constraints, access to the
capital markets, and other factors that the Board deems relevant. Arcosa cannot guarantee that it will continue to
pay any dividend in the future.
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36
Performance Graph
The following Performance Graph and related information shall not be deemed “soliciting material” or to be “filed”
with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act
of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically
incorporates it by reference into such filing.
The following graph compares the Company's cumulative total stockholder return during the five-year period
ended December 31, 2024 with the S&P Small Cap 600 Index, S&P Small Cap 600 Construction & Engineering
Industry Index (the "Old Peer Group"), and the Russell 3000 Index Construction and Materials Sector (the "Peer
Group"). To better align with the strategic transformation of Arcosa's portfolio as a result of the recent acquisitions
and divestitures, we changed the peer group used for purposes of the performance graph disclosure from the Old
Peer Group to the Peer Group. The data in the graph assumes $100 was invested in each index at the closing price
on December 31, 2019 and assumes the reinvestment of dividends.
Index Value
Comparison of Cumulative Total Return
Assumes Initial Investment of $100
Arcosa, Inc.
S&P Small Cap 600 Index
S&P Small Cap 600 Construction & Engineering Industry Index
Russell 3000 Index Construction and Materials Sector
12/31/19
12/31/20
12/31/21
12/31/22
12/31/23
12/31/24
0
100
200
300
400
Copyright Standard and Poor’s, Inc. Used with permission. All rights reserved.
12/31/2019
12/31/2020
12/31/2021
12/31/2022
12/31/2023
12/31/2024
Arcosa, Inc. ................................................................ $
100 $
124 $
119 $
123 $
188 $
221
S&P Small Cap 600 Index ....................................... $
100 $
111 $
141 $
118 $
137 $
149
S&P Small Cap 600 Construction & Engineering
Industry Index ............................................................ $
100 $
115 $
165 $
168 $
268 $
374
Russell 3000 Index Construction and Materials
Sector .......................................................................... $
100 $
125 $
179 $
143 $
216 $
270
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37
Issuer Purchases of Equity Securities
This table provides information with respect to purchases by the Company of shares of its common stock during
the quarter ended December 31, 2024:
Period
Number of
Shares
Purchased (1)
Average
Price
Paid per
Share (1)
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs (2)
Maximum Number (or
Approximate Dollar
Value) of Shares that
May Yet Be
Purchased Under the
Plans or Programs (2)
October 1, 2024 through October 31, 2024
318 $ 94.38
— $
36,247,953
November 1, 2024 through November 30, 2024
1,031 $ 101.53
— $
36,247,953
December 1, 2024 through December 31, 2024
64 $ 100.77
— $
36,247,953
Total
1,413 $ 99.89
— $
36,247,953
(1) These columns include the surrender to the Company of 1,413 shares of common stock to satisfy tax
withholding obligations in connection with the vesting of restricted stock issued to employees and do not
include any purchases of common stock on the open market as part of the share repurchase program during
the three months ended December 31, 2024.
(2) In December 2024, the Board authorized a new $50.0 million share repurchase program effective January 1,
2025 through December 31, 2026 to replace a program of the same amount that expired on December 31,
2024. Under the previous program, the Company did not repurchase any shares during the year ended
December 31, 2024, and repurchased 200,000 shares at a cost of $13.8 million during the year ended
December 31, 2023.
Item 6. Reserved.
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38
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to
provide a reader of our financial statements with a narrative from the perspective of our management on our
financial condition, results of operations, liquidity, and certain other factors that may affect our future results. Our
MD&A is presented in the following sections:
•
Company Overview
•
Market Outlook
•
Executive Overview
•
Results of Operations
•
Liquidity and Capital Resources
•
Contractual Obligations and Commercial Commitments
•
Critical Accounting Policies and Estimates
•
Recent Accounting Pronouncements
•
Forward-Looking Statements
Our MD&A should be read in conjunction with our Consolidated Financial Statements in Item 8, “Financial
Statements and Supplementary Data,” of this Annual Report on Form 10-K.
Company Overview
Arcosa, Inc. and its consolidated subsidiaries (“Arcosa,” “Company,” “we,” or “our”), headquartered in Dallas,
Texas, is a provider of infrastructure-related products and solutions with leading brands serving construction,
engineered structures, and transportation markets in North America. Arcosa is a Delaware corporation and was
incorporated in 2018 as an independent, publicly-traded company, listed on the New York Stock Exchange.
Market Outlook
• Within our Construction Products segment, market demand remains healthy overall when seasonal weather
conditions have been normal, supported by increased infrastructure spending and private non-residential activity.
The outlook for single-family residential housing continues to be impacted by higher interest rates and home
affordability, which has negatively impacted volumes. We have been successful in managing inflationary cost
pressures through proactive price increases.
• Within our Engineered Structures segment, our backlog as of December 31, 2024 provides good production
visibility for 2025. Our customers remain committed to taking delivery of these orders. In utility structures, order
and inquiry activity continues to be healthy, as customers remain focused on grid hardening and reliability
initiatives. The passage of the IRA in August 2022, which included a long-term extension of the PTC for new wind
farm projects and introduced new AMP tax credits for companies that domestically manufacture and sell clean
energy equipment in the U.S., is a significant catalyst for our wind towers business. Since the passage of the IRA
we have received new orders of $1.1 billion for delivery through 2028, a large portion of which will support wind
energy expansion projects in the Southwest. As a result, we have opened a new plant in New Mexico and started
delivering towers from this facility late in the second quarter of 2024. The timing of new orders may be
unpredictable, particularly as the market adjusts to a new administration. However, we remain confident that
further investment in wind energy is needed to meet the load growth demands in the U.S., and we continue to
have discussions with our customers about additional orders for 2026 and beyond.
• Within our Transportation Products segment, our backlog for inland barges as of December 31, 2024 was $280.1
million, up 10.4% compared to December 31, 2023, and fills a significant portion of our planned production
capacity for 2025. Our customers remain committed to taking delivery of these orders. Our barge business is
recovering from cyclical lows resulting from the onset of the COVID-19 pandemic when order levels fell sharply
due to high steel prices throughout 2022 and 2023. Over this time, customer inquiries have improved, initially for
dry barges and more recently for tank barges. Both fleets continue to age as new builds have not kept pace with
scrapping, and utilization rates are high, which are indicators of future replacement demand. During the fourth
quarter we received orders of $128 million for both hopper and tank barges.
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39
Executive Overview
Recent Developments
In October 2024, the Company completed the acquisition of the construction materials business of Stavola
Holding Corporation and its affiliated entities (“Stavola”) for $1.2 billion in cash. Stavola, which is reported within the
Construction Products segment, serves the New York-New Jersey MSA through its network of five hard rock natural
aggregates quarries, twelve asphalt plants, and three recycled aggregates sites. The purchase price was funded
with a $700.0 million secured term loan facility (the “Term Loan”) that matures in October 2031 and $600.0 million of
6.875% senior notes (the “2024 Notes”) that mature in August 2032.
In August 2024, the Company completed the sale of its steel components business. Previously reported in the
Transportation Products segment, the steel components business was a leading supplier of railcar coupling devices,
railcar axles, and circular forgings. The total consideration for the divestiture was $110.0 million consisting of
$55.0 million in cash, a $25.0 million seller's note and a $30.0 million earnout out of which the estimated fair value
as of December 31, 2024 was $15.4 million. During the year ended December 31, 2024, the Company recognized a
pre-tax loss of $21.6 million on the sale of the business which is reflected in (gain) loss on sale of businesses on the
Consolidated Statement of Operations. As the steel components business was not core to Arcosa's long-term
strategy, its divestiture was not considered a strategic shift that would have a major effect on the Company's
operations or financial results either from a quantitative or qualitative perspective. As such, it is not reported as a
discontinued operation.
In April 2024, the Company completed the acquisition of Ameron Pole Products, LLC ("Ameron"), a leading
manufacturer of highly engineered, premium concrete, and steel poles for a broad range of infrastructure
applications, including lighting, traffic, electric distribution, and small-cell telecom, for a total purchase price of
$180.0 million. With operations in Alabama, California, and Oklahoma, Ameron is included in our Engineered
Structures segment. The acquisition was funded with $160.0 million of borrowings under our revolving credit facility
and cash on hand.
Financial Operations and Highlights
• Revenues for the year ended December 31, 2024 increased 11.4% to $2.6 billion compared to the year ended
December 31, 2023, driven by higher revenues in Engineered Structures and Construction Products, partially
offset by lower revenues in Transportation Products resulting from the divestiture of the steel components
business.
• Operating profit for the year ended December 31, 2024 of $197.6 million decreased $19.7 million primarily due to
increased acquisition and divestiture-related transaction expenses recognized in Corporate costs, the impact of
the fair value markup of acquired inventory and long-lived assets, and a $21.8 million gain recognized on the sale
of depleted land in the prior year.
• As a percentage of revenues, selling, general, and administrative expenses was 12.5% for the year ended
December 31, 2024, compared to 11.3% in the prior year, driven by increased costs from recently acquired
businesses and higher acquisition and divestiture-related transaction expenses.
• The effective tax rate for the year ended December 31, 2024 was 27.9% compared to 18.7% for the year ended
December 31, 2023. See Note 10, “Income Taxes” to the Consolidated Financial Statements.
• Net income for the year ended December 31, 2024 was $93.7 million compared with $159.2 million for the year
ended December 31, 2023.
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40
Unsatisfied Performance Obligations (Backlog)
As of December 31, 2024 and 2023 our backlog of firm orders was as follows:
December 31,
2024
December 31,
2023
(in millions)
Engineered Structures:
Utility, wind, and related structures ............................................................................... $
1,190.8 $
1,367.5
Transportation Products:
Inland barges .................................................................................................................... $
280.1 $
253.7
Approximately 64% of the unsatisfied performance obligations for our utility, wind, and related structures in our
Engineered Structures segment are expected to be delivered during 2025, approximately 13% are expected to be
delivered during 2026, and the remainder are expected to be delivered through 2028. Approximately 92% of the
unsatisfied performance obligations for inland barges in our Transportation Products segment are expected to be
delivered during 2025, and the remainder are expected to be delivered during 2026.
Results of Operations
The following discussion of Arcosa’s results of operations should be read in connection with “Forward-Looking
Statements” and Item 1A, “Risk Factors.” These items provide additional relevant information regarding the
business of Arcosa, its strategy and various industry conditions which have a direct and significant impact on
Arcosa’s results of operations, as well as the risks associated with Arcosa’s business.
Overall Summary
Revenues
Year Ended December 31,
Percent Change
2024
2023
2022
2024 versus 2023
2023 versus 2022
($ in millions)
Construction Products .................. $
1,105.1 $
1,001.3 $
923.5
10.4 %
8.4 %
Engineered Structures .................
1,047.3
873.5
1,002.0
19.9
(12.8)
Transportation Products ...............
417.6
433.5
317.3
(3.7)
36.6
Segment Totals before
Eliminations .................................
2,570.0
2,308.3
2,242.8
11.3
2.9
Eliminations ....................................
(0.1)
(0.4)
—
Consolidated Total ........................ $
2,569.9 $
2,307.9 $
2,242.8
11.4
2.9
2024 versus 2023
• Revenues increased by 11.4%.
• Revenues from Construction Products increased primarily due to the contribution from recent acquisitions.
• Revenues from Engineered Structures increased primarily due to higher volumes in our wind towers and utility
structures businesses and the contribution from the acquired Ameron business.
• Revenues from Transportation Products decreased due to the sale of the steel components business, which was
completed in August 2024, partially offset by higher volumes in our barge business.
2023 versus 2022
• Revenues increased by 2.9%. Excluding the impact of the storage tanks divestiture, which was completed in
October 2022, revenues increased 12.4%.
• Revenues from Construction Products increased primarily due to higher pricing across our aggregates and
specialty materials businesses and additional revenues from the acquisition of a trench shoring business
completed in the first quarter of 2023.
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41
• Excluding the impact of the storage tanks divestiture, revenues from Engineered Structures increased 7.4%
primarily due to increased volumes in our utility structures business, partially offset by lower pricing due to product
mix, and lower volumes in our wind towers business.
• Revenues from Transportation Products increased due to higher volumes in both our barge and steel components
businesses.
Operating Costs
Operating costs are comprised of cost of revenues; selling, general, and administrative expenses; impairment
charges; and gains or losses on property disposals.
Year Ended December 31,
Percent Change
2024
2023
2022
2024 versus 2023
2023 versus 2022
(in millions)
Construction Products ............................. $
971.2 $
862.7 $
827.0
12.6 %
4.3 %
Engineered Structures ............................
920.9
777.8
695.0
18.4
11.9
Transportation Products ..........................
387.4
387.7
305.8
(0.1)
26.8
Segment Totals before Eliminations
and Corporate Expenses .....................
2,279.5
2,028.2
1,827.8
12.4
11.0
Corporate ..................................................
92.9
62.8
66.0
47.9
(4.8)
Eliminations ...............................................
(0.1)
(0.4)
—
Consolidated Total ................................... $ 2,372.3 $ 2,090.6 $ 1,893.8
13.5
10.4
Depreciation, depletion, and
amortization .............................................. $
195.0 $
159.5 $
154.1
22.3
3.5
2024 versus 2023
• Operating costs increased 13.5%.
• Operating costs for Construction Products increased primarily due to additional costs from recently acquired
businesses, including the fair value markup of acquired inventory and long-lived assets, and a $21.8 million gain
recognized on the sale of depleted land that was netted against operating costs in the prior period.
• Operating costs for Engineered Structures increased primarily due to higher volumes in our wind towers and utility
structures businesses and increased costs from the acquired Ameron business.
• Operating costs for Transportation Products were substantially unchanged as higher barge volumes and the $21.6
million loss recognized on the sale of steel components were mostly offset by lower steel components volumes.
• Depreciation, depletion, and amortization increased due to recent acquisitions and organic growth investments.
• As a percentage of revenues, selling, general, and administrative expenses for the year ended December 31,
2024 was 12.5% compared to 11.3% for the year ended December 31, 2023, driven by increased costs from
recently acquired businesses and higher acquisition and divestiture-related transaction expenses.
2023 versus 2022
• Operating costs increased 10.4%. Excluding the impact of the storage tanks divestiture on both periods, operating
costs increased 8.4%.
• Operating costs for Construction Products increased primarily due to additional costs from recently acquired
businesses and operating inefficiencies in our specialty materials business, partially offset by an increase in gains
recognized on the sale of depleted land.
• Operating costs for utility, wind, and related structures within Engineered Structures increased primarily due to
higher volumes in our utility structures business, partially offset by lower volumes and AMP tax credits in our wind
towers business.
• Operating costs for Transportation Products increased primarily due to higher volumes in barge and steel
components.
• Depreciation, depletion, and amortization increased due to recent acquisitions and organic growth investments,
partially offset by the impact of the storage tanks divestiture.
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42
• As a percentage of revenues, selling, general, and administrative expenses for the year ended December 31,
2023 was 11.3% compared to 11.7% for the year ended December 31, 2022. When compared to the prior year,
selling, general, and administrative expenses were relatively unchanged for the year ended December 31, 2023,
as the elimination of costs from the storage tanks business were largely offset by increased compensation-related
costs.
Operating Profit (Loss)
Year Ended December 31,
Percent Change
2024
2023
2022
2024 versus 2023
2023 versus 2022
(in millions)
Construction Products ............................. $
133.9 $
138.6 $
96.5
(3.4) %
43.6 %
Engineered Structures ............................
126.4
95.7
307.0
32.1
(68.8)
Transportation Products ..........................
30.2
45.8
11.5
(34.1)
298.3
Segment Totals before Eliminations
and Corporate Expenses .....................
290.5
280.1
415.0
3.7
(32.5)
Corporate ..................................................
(92.9)
(62.8)
(66.0)
47.9
(4.8)
Consolidated Total ................................... $
197.6 $
217.3 $
349.0
(9.1)
(37.7)
2024 versus 2023
• Operating profit decreased 9.1%.
• Excluding the $21.8 million gain recognized on the sale of depleted land in the prior period, operating profit in
Construction Products increased 14.6% primarily due to the accretive impact of recently acquired businesses and
operating improvements in our specialty materials and trench shoring businesses.
• Operating profit in Engineered Structures increased by 32.1% primarily due to higher wind towers and utility
structures volumes and the accretive impact of the acquired Ameron business.
• Excluding the $21.6 million loss on the sale of the steel components business, operating profit in Transportation
Products increased 13% primarily due to higher volumes and improved margins in barge, partially offset by lower
steel components volumes.
2023 versus 2022
• Operating profit decreased 37.7%, driven by the divestiture of the storage tanks business. Excluding the impact of
the storage tanks divestiture on both periods, operating profit increased $92.0 million, or 77.4%.
• Operating profit in Construction Products increased primarily due to higher asset sale gains, increased pricing
across the segment and the benefit recognized on a holdback obligation, partially offset by operating inefficiencies
in our specialty materials business.
• Excluding the impact of the storage tanks divestiture, operating profit in Engineered Structures increased by
16.1% primarily due to the recognition of the AMP tax credits, partially offset by a decline in volumes in our wind
towers business and lower margins in our utility structure business.
• Operating profit in Transportation Products increased primarily due to higher volumes and improved margins in
both barge and steel components.
For a further discussion of revenues, costs, and the operating results of individual segments, see Segment
Discussion below.
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43
Other Income and Expense
Other, net (income) expense consists of the following items:
Year Ended December 31,
2024
2023
2022
(in millions)
Interest income ............................................................................................ $
(7.5) $
(4.7) $
(1.1)
Foreign currency exchange transactions .................................................
4.3
(1.7)
3.3
Other ..............................................................................................................
(0.1)
(0.3)
(0.4)
Other, net (income) expense ..................................................................... $
(3.3) $
(6.7) $
1.8
• Other, net expense due to foreign currency exchange transactions increased by $6.0 million in 2024, primarily
driven by increased volatility in the U.S. dollar to Mexican peso exchange rate.
Income Taxes
The income tax provision for the years ended December 31, 2024, 2023, and 2022 was $36.3 million, $36.7
million, and $70.4 million, respectively. The effective tax rate for the years ended December 31, 2024, 2023, and
2022 was 27.9%, 18.7%, and 22.3%, respectively. The effective tax rates differ from the federal tax rate of 21.0%
due to AMP tax credits, state income taxes, tax effects of foreign currency translations, prior year true-ups, tax
effects of the disposal of nondeductible goodwill, and statutory depletion deductions. The increase in our effective
tax rate for the year ended December 31, 2024 was largely due to state income taxes and the tax effects of foreign
currency translations. For a reconciliation of the federal tax rate to our effective tax rate, see Note 10 to the
Consolidated Financial Statements.
See Note 10 to the Consolidated Financial Statements for a further discussion of income taxes.
Segment Discussion
Construction Products
Year Ended December 31,
Percent Change
2024
2023
2022
2024 versus 2023
2023 versus 2022
($ in millions)
Revenues:
Aggregates and specialty materials ... $
977.9
$
879.9
$
821.4
11.1 %
7.1 %
Construction site support .....................
127.2
121.4
102.1
4.8
18.9
Total revenues .......................................... 1,105.1
1,001.3
923.5
10.4
8.4
Operating costs:
Cost of revenues ...................................
864.0
783.9
736.3
10.2
6.5
Selling, general, and administrative
expenses ................................................
116.2
107.0
100.4
8.6
6.6
Gain on disposition of property, plant,
equipment, and other assets ...............
(9.8)
(28.2)
(9.7)
Gain on sale of businesses .................
(5.0)
—
—
Impairment charge ................................
5.8
—
—
Operating profit ......................................... $
133.9
$
138.6
$
96.5
(3.4)
43.6
Depreciation, depletion, and
amortization .............................................. $
134.7
$
111.7
$
102.7
20.6
8.8
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44
2024 versus 2023
• Revenues increased 10.4% primarily due to recent acquisitions. Revenue from Stavola since it was acquired on
October 1, 2024 was $78.2 million, representing approximately 75% of the increase. Organic revenues in our
aggregates and specialty materials businesses were down slightly as higher pricing was offset by lower volumes,
a decrease in freight revenues, and a reduction in revenues from recently divested operations. Revenues from our
trench shoring business increased due to higher organic volumes and the acquisition completed in the first quarter
of 2023.
• Cost of revenues increased 10.2%, primarily due to increased costs from recently acquired businesses, including
higher depreciation, depletion, and amortization expense and $12.2 million for the cost impact of the fair value
markup of acquired inventory. Cost of revenues also increased $5.0 million due to a benefit recognized in the prior
period related to the reduction in a holdback obligation owed on a previous acquisition. These costs were partially
offset by lower costs from recently divested operations. As a percent of revenues, cost of revenues decreased to
78.2% in the current period, compared to 78.3% in the prior period.
• Selling, general, and administrative expenses increased 8.6%, due to additional costs from recently acquired
businesses and higher compensation-related costs. As a percentage of revenues, selling, general, and
administrative costs decreased to 10.5% compared to 10.7% in the previous year.
• During the current period, the Construction Products segment recognized a $5.0 million gain on the sale of an
under-performing single-location asphalt and paving operation and an impairment charge of $5.8 million related to
the closure of our aggregates operations in west Texas, for a net reduction in operating profit of $0.8 million.
• Operating profit decreased 3.4%. Excluding the $21.8 million gain recognized on the sale of depleted land in the
prior period, operating profit increased 14.6%, driven by the accretive impact of recent acquisitions, the recent
divestiture of underperforming operations, increased unit profitability in our aggregates business, and operating
improvements in our specialty materials and trench shoring businesses. Operating profit for Stavola since it was
acquired on October 1, 2024 was $4.5 million, representing approximately 26% of the increase, excluding the gain
recognized on the sale of depleted land.
• Depreciation, depletion, and amortization expense increased primarily due to recent acquisitions, including the fair
value markup of long-lived assets, and organic growth investments.
2023 versus 2022
• Revenues increased 8.4% primarily due to increased pricing across our product lines in our aggregates and
specialty materials businesses. Higher volumes in recycled aggregates were largely offset by lower volumes in
natural aggregates and specialty materials. Revenues from our trench shoring business increased 18.9%, driven
by the acquisition completed in the first quarter of 2023 and higher organic volumes.
• Cost of revenues increased 6.5%, due to increased costs from the acquired shoring business, higher recycled
aggregates volumes, and operating inefficiencies in our specialty materials business. These costs were partially
offset by a $5 million reduction in a holdback obligation owed on a previous acquisition. As a percent of revenues,
cost of revenues decreased to 78.3% in the current period, compared to 79.7% in the prior period.
• Selling, general, and administrative expenses increased 6.6%, driven by additional costs from recently acquired
businesses. As a percent of revenues, selling, general, and administrative costs decreased to 10.7% compared to
10.9% in the previous year.
• Operating profit increased by 43.6%, partially due to a gain recognized on the sale of depleted land. Excluding the
gain, operating profit increased 27.2%, driven by increased pricing across the segment and the benefit recognized
on a holdback obligation, partially offset by operating inefficiencies in our specialty materials business.
• Depreciation, depletion, and amortization expense increased primarily due to recent acquisitions and organic
growth investments.
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45
Engineered Structures
Year Ended December 31,
Percent Change
2024
2023
2022
2024 versus 2023
2023 versus 2022
($ in millions)
Revenues:
Utility, wind, and related structures ...... $ 1,047.3
$
873.5
$
813.1
19.9 %
7.4 %
Storage tanks ..........................................
—
—
188.9
—
(100.0)
Total revenues ........................................... 1,047.3
873.5
1,002.0
19.9
(12.8)
Operating costs:
Cost of revenues ....................................
847.5
718.3
812.4
18.0
(11.6)
Selling, general, and administrative
expenses .................................................
88.4
65.9
73.6
34.1
(10.5)
Gain on disposition of property, plant,
equipment, and other assets ................
(0.5)
—
(2.0)
Gain on sale of businesses ..................
(14.5)
(6.4)
(189.0)
Operating profit .......................................... $
126.4
$
95.7
$
307.0
32.1
(68.8)
Depreciation and amortization ................ $
45.4
$
26.6
$
30.5
70.7
(12.8)
2024 versus 2023
• Revenues increased 19.9% primarily due to higher volumes in our wind towers and utility structures businesses
and the contribution from the acquired Ameron business, partially offset by lower utility structures pricing due to
product mix.
• Cost of revenues increased 18.0% primarily due to higher wind tower and utility structures volumes and additional
expenses incurred related to the startup of two new facilities during the year, including a concrete utility structures
plant and a wind tower plant. Cost of revenues also increased due to higher costs from the acquired Ameron
business, including higher depreciation and amortization expense and $1.6 million for the cost impact of the fair
value markup of acquired inventory.
• Selling, general, and administrative expenses increased 34.1% primarily due to additional costs from the acquired
Ameron business and higher compensation-related expenses in our utility structure and wind tower businesses.
• For the years ended December 31, 2024 and 2023, the Company recognized additional gains on the sale of the
storage tanks business related to the settlement of certain contingencies and a gain on the sale of a non-
operating facility that previously supported the divested business.
• Operating profit increased 32.1%, primarily due to the gain recognized during the current period, higher utility
structures and wind tower volumes, and the impact of the acquired Ameron business, partially offset by lower
margins in our utility structures business driven by product mix.
• Depreciation and amortization expense increased primarily due to the acquired Ameron business and organic
growth investments.
2023 versus 2022
• Revenues decreased 12.8% resulting from the sale of the storage tanks business, which was completed in
October 2022. Revenue from utility, wind, and related structures increased 7.4% primarily due to increased
volumes in our utility structures business, partially offset by lower pricing due to product mix, and lower volumes in
our wind towers business.
• Cost of revenues decreased 11.6% largely due to the elimination of costs from our storage tanks business. Cost
of revenues for utility, wind, and related structures increased due to higher volumes in our utility structures
business, partially offset by lower volumes and AMP tax credits recognized in our wind towers business.
• Selling, general, and administrative expenses decreased 10.5% primarily due to the elimination of costs from our
storage tanks business. Selling, general, and administrative expenses for utility, wind, and related structures
increased largely due to higher compensation-related costs.
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46
• The divestiture of the storage tanks business resulted in a net decrease in operating profit of $223.7 million due to
an additional gain on sale of $6.4 million recorded in the first quarter of 2023 compared to $230.1 million of
operating profit for the storage tanks business in the prior year. Excluding the impact of the divestiture in both
periods, operating profit increased $12.4 million or 16.1% primarily due to $25.3 million of net benefit recognized
from AMP tax credits in our wind towers business, partially offset by lower margins in our utility structures
business, driven by product mix, and decreased wind tower volumes.
Unsatisfied Performance Obligations (Backlog)
As of December 31, 2024, the backlog for utility, wind, and related structures was $1,190.8 million compared to
$1,367.5 million as of December 31, 2023. Approximately 64% of these unsatisfied performance obligations are
expected to be delivered during 2025, approximately 13% are expected to be delivered during 2026, and the
remainder are expected to be delivered through 2028.
Transportation Products
Year Ended December 31,
Percent Change
2024
2023
2022
2024 versus 2023
2023 versus 2022
($ in millions)
Revenues:
Inland barges ......................................... $
329.8
$
280.2
$
189.9
17.7 %
47.6 %
Steel components .................................
87.8
153.3
127.4
(42.7)
20.3
Total revenues ..........................................
417.6
433.5
317.3
(3.7)
36.6
Operating costs:
Cost of revenues ...................................
343.3
362.3
283.0
(5.2)
28.0
Selling, general, and administrative
expenses ................................................
22.5
25.4
22.8
(11.4)
11.4
Loss on sale of businesses .................
21.6
—
—
Operating profit ......................................... $
30.2
$
45.8
$
11.5
(34.1)
298.3
Depreciation and amortization ............... $
12.6
$
16.0
$
15.8
(21.3)
1.3
2024 versus 2023
• Revenues decreased 3.7% resulting from the sale of the steel components business which was completed in
August 2024. Barge revenue increased 17.7%, driven by higher deliveries.
• Cost of revenues decreased by 5.2%, driven by lower steel components volumes due to the divestiture, partially
offset by higher cost of revenues for the barge business due to higher volumes. As a percent of revenues, cost of
revenues decreased to 82.2% in the current year, compared to 83.6% in the prior year.
• Selling, general, and administrative expenses decreased 11.4%, primarily due to the divestiture of the steel
components business, partially offset by higher compensation-related expenses for the barge business.
• Operating profit decreased 34.1%, driven by the $21.6 million loss recognized on the sale of the steel components
business during the current period. Excluding the loss, operating profit increased $6.0 million, or 13.1%, driven by
increased volume and improved margin in our barge business.
• Depreciation and amortization decreased primarily due to the divestiture of the steel components business.
2023 versus 2022
• Revenues increased 36.6% due to higher volumes and improved pricing across the barge and steel components
businesses.
• Cost of revenues increased by 28.0% reflecting higher volumes during the current year. As a percent of revenues,
cost of revenues decreased to 83.6% in the current year, compared to 89.2% in the prior year.
• Selling, general, and administrative expenses increased 11.4%, primarily due to increased expenses from
participation in trade remedy proceedings involving certain imports of freight rail couplers from China and Mexico,
as well as higher compensation-related expenses, but decreased as a percent of revenues to 5.9% in the current
year, compared to 7.2% in the prior year.
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• Operating profit increased significantly, outpacing the percentage increase to revenues, driven by enhanced
operating leverage associated with higher volumes and improved margins across the barge and steel components
businesses.
Unsatisfied Performance Obligations (Backlog)
As of December 31, 2024, the backlog for inland barges was $280.1 million compared to $253.7 million as of
December 31, 2023. Approximately 92% of these unsatisfied performance obligations are expected to be delivered
during 2025 and the remainder are expected to be delivered in 2026.
Corporate
Year Ended December 31,
Percent Change
2024
2023
2022
2024 versus 2023
2023 versus 2022
($ in millions)
Corporate overhead costs ................... $
92.9 $
62.8 $
66.0
47.9 %
(4.8) %
2024 versus 2023
• Corporate overhead costs increased 47.9% primarily due to a $30.5 million increase in acquisition and divestiture-
related transaction expenses. Excluding these expenses, corporate overhead costs were roughly flat.
2023 versus 2022
• Corporate overhead costs decreased 4.8% primarily due to a $8.2 million reduction in acquisition and divestiture-
related transaction expenses, partially offset by higher compensation-related expenses.
Liquidity and Capital Resources
Arcosa’s primary liquidity requirement consists of funding our business operations, including capital expenditures,
working capital investment, and disciplined acquisitions. Our primary sources of liquidity include cash flow from
operations, our existing cash balance, availability under the revolving credit facility, and, as necessary, the issuance
of additional long-term debt or equity. To the extent we have available liquidity, we may also consider undertaking
new capital investment projects, executing additional strategic acquisitions, returning capital to stockholders, or
funding other general corporate purposes.
Cash Flows
The following table summarizes our cash flows from operating, investing, and financing activities for each of the
last three years:
Year Ended December 31,
2024
2023
2022
(in millions)
Total cash provided by (required by):
Operating activities ...................................................................................... $
502.0 $
261.0 $
174.3
Investing activities .......................................................................................
(1,508.9)
(285.8)
90.7
Financing activities ......................................................................................
1,089.4
(30.8)
(177.5)
Net increase (decrease) in cash and cash equivalents ................................ $
82.5 $
(55.6) $
87.5
2024 versus 2023
Operating Activities. Net cash provided by operating activities for the year ended December 31, 2024 was
$502.0 million compared to $261.0 million for the year ended December 31, 2023.
• The changes in current assets and liabilities resulted in a net source of cash of $185.0 million for the year ended
December 31, 2024 compared to a net use of cash of $71.8 million for the year ended December 31, 2023. The
current year activity was primarily driven by an increase in advance billings and decreases in receivables and
inventories.
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Investing Activities. Net cash required by investing activities for the year ended December 31, 2024 was
$1,508.9 million compared to $285.8 million for the year ended December 31, 2023.
• Capital expenditures for the year ended December 31, 2024 decreased to $189.7 million compared to $203.5
million for the year ended December 31, 2023.
• Proceeds from the sale of property, plant, and equipment and other assets totaled $18.3 million for the year ended
December 31, 2024 compared to $36.6 million for the year ended December 31, 2023.
• Cash paid for acquisitions, net of cash acquired, was $1,424.1 million for the year ended December 31, 2024
compared to $120.9 million for the year ended December 31, 2023.
• Proceeds from the sale of businesses was $86.6 million during the year ended December 31, 2024, primarily
driven by the sale of the steel components business, compared to $2.0 million during the year ended
December 31, 2023.
Financing Activities. Net cash provided by financing activities for the year ended December 31, 2024 was
$1,089.4 million compared to $30.8 million of net cash required by financing activities for the year ended
December 31, 2023.
• During the year ended December 31, 2024, the Company received proceeds of $600.0 million from the issuance
of the 2024 Notes and $700.0 million from the Term Loan, which were primarily used to fund the Stavola
acquisition. Net repayments from borrowings under the revolving credit facility for the year ended December 31,
2024 totaled $160.0 million. The Company borrowed $335.0 million under the revolving credit facility during the
year, including $160.0 million in April 2024 to partially fund the Ameron acquisition. These borrowings were paid in
full during 2024, resulting in no outstanding loans borrowed under the revolving credit facility as of December 31,
2024.
• Dividends paid during the year ended December 31, 2024 were $9.7 million, unchanged from the prior year.
• During the year ended December 31, 2024, the Company did not repurchase any common stock under its share
repurchase program compared to $13.8 million paid during the year ended December 31, 2023.
2023 versus 2022
Operating Activities. Net cash provided by operating activities for the year ended December 31, 2023 was
$261.0 million compared to $174.3 million for the year ended December 31, 2022.
• The changes in current assets and liabilities resulted in a net use of cash of $71.8 million for the year ended
December 31, 2023 compared to a net use of cash of $65.3 million for the year ended December 31, 2022. The
current year activity was primarily driven by increased inventories due to higher volumes and increased
receivables due to the recognition of AMP tax credits, partially offset by increased accounts payable.
Investing Activities. Net cash required by investing activities for the year ended December 31, 2023 was $285.8
million compared to net cash provided of $90.7 million for the year ended December 31, 2022.
• Capital expenditures for the year ended December 31, 2023 increased to $203.5 million compared to $138.0
million for the year ended December 31, 2022 with the increase primarily driven by investments in two new
facilities supporting expansion in our wind tower and utility structures businesses as well as various growth
projects in the Construction Products segment.
• Proceeds from the sale of property, plant, and equipment and other assets totaled $36.6 million for the year ended
December 31, 2023 compared to $32.2 million for the year ended December 31, 2022.
• Cash paid for acquisitions, net of cash acquired, was $120.9 million for the year ended December 31, 2023
compared to $75.1 million during for the year ended December 31, 2022.
• Proceeds from the sale of the storage tanks business was $2.0 million during the year ended December 31, 2023,
which was related to the resolution of certain contingencies from the sale, compared to $271.6 million during the
year ended December 31, 2022.
Financing Activities. Net cash required by financing activities during the year ended December 31, 2023 was
$30.8 million compared to $177.5 million for the year ended December 31, 2022.
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• During the year ended December 31, 2023, the Company received net proceeds from borrowings under its
revolving credit facility and term loan of $23.2 million, which was used to partially finance the Lake Point
acquisition in the fourth quarter of 2023. During the year ended December 31, 2022, the Company received net
proceeds from borrowings under its revolving credit facility of $30.0 million, which was used to partially finance the
RAMCO acquisition in the second quarter of 2022. The Company used $155.0 million of cash proceeds from the
sale of the storage tanks business in the fourth quarter of 2022 to repay all amounts then borrowed under its
revolving credit facility.
• Dividends paid during the year ended December 31, 2023 were $9.8 million, unchanged from the prior year.
• The Company paid $13.8 million during the year ended December 31, 2023 to repurchase common stock under
its share repurchase program compared to $15.0 million paid during the year ended December 31, 2022.
Other Investing and Financing Activities
Revolving Credit Facility, Term Loan, and Senior Notes
In August 2023, we entered into the Credit Agreement to increase our revolving credit facility from $500.0 million
to $600.0 million, extend the maturity date of our revolving credit facility from January 2, 2025 to August 23, 2028,
and refinance and repay in full the remaining balance of the term loan then outstanding under our prior credit facility.
On August 15, 2024, we entered into an amendment to the Credit Agreement to, among other things, (i) increase
our revolving credit facility from $600.0 million to $700.0 million, (ii) collateralize the amended revolving credit facility
with substantially all of our and our subsidiary guarantors' personal property (with certain exceptions), (iii) make the
applicable margin for revolving borrowings, letters of credit and the commitment fee rate be based on our
consolidated net leverage ratio (permitting up to $150.0 million of unrestricted cash to be netted from the calculation
thereof), (iv) modify the margin for SOFR-based revolving borrowings and letters of credit to range from 1.25% to
2.50% per annum, (v) modify the margin for base rate revolving borrowings to range from 0.25% to 1.50%, (vi)
modify the commitment fee that accrues on the unused portion of the revolving credit facility to range from 0.20% to
0.45%, and (vii) modify the maximum permitted leverage ratio to include a net debt concept (permitting up to $150.0
million of unrestricted cash to be netted from the calculation thereof), and to provide that such ratio shall be no
greater than 5.00 to 1.00 during the fourth quarter of 2024 and the next two fiscal quarters, 4.50 to 1.00 for the next
following two fiscal quarters, and 4.00 to 1.00 for each fiscal quarter thereafter (however, this maximum permitted
leverage ratio may be increased to 4.50 to 1.00 for up to four fiscal quarters if a material acquisition is entered into).
These amendments did not become effective until the closing of the Stavola acquisition on October 1, 2024. The
amended revolving credit facility's maturity date of August 23, 2028 remains unchanged.
As of December 31, 2024, we had no outstanding loans borrowed and approximately $0.7 million of letters of
credit outstanding under our revolving credit facility, which left $699.3 million available for borrowing. The Company
borrowed $335.0 million under the revolving credit facility during the year ended December 31, 2024, including
$160.0 million in April 2024 to partially fund the Ameron acquisition. These borrowings were paid in full during 2024.
Our letters of credit expire in 2025, and the majority of our letter of credit obligations support the Company’s various
insurance programs and generally renew by their terms each year.
The interest rates for revolving loans under the Credit Agreement are variable based on the daily simple or term
SOFR, plus a 10-basis point credit spread adjustment, or an alternate base rate, in each case plus a margin for
borrowing. A commitment fee accrues on the average daily unused portion of the revolving credit facility. The margin
for revolving borrowings and commitment fee rate are determined based on the Company's Consolidated Total Net
Leverage Ratio (as measured by a consolidated funded indebtedness, less the aggregate amount of unrestricted
cash up to a maximum amount not to exceed $150.0 million, to consolidated EBITDA ratio). As of December 31,
2024, the margin for borrowing based on SOFR was set at 2.50% and the commitment fee rate was set at 0.45%.
The revolving credit facility portion of the Credit Agreement requires the maintenance of certain ratios related to
leverage and interest coverage. As of December 31, 2024, we were in compliance with all such financial covenants.
Borrowings under the Credit Agreement are guaranteed by certain domestic subsidiaries of the Company. On
October 1, 2024, we collateralized our obligations under the Credit Agreement with substantially all of our and our
subsidiary guarantors' personal property (with certain exceptions).
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The Credit Agreement provides for a Term Loan in an aggregate principal amount of $700.0 million. The Term
Loan was funded on October 1, 2024 simultaneously with the closing of the Stavola acquisition, of which $100.0
million was used to pay down the Company's revolving credit facility. The Term Loan requires, among other things (i)
mandatory prepayments from excess cash flow on an annual basis, commencing with the fiscal year ending
December 31, 2025, (ii) mandatory prepayments with proceeds of certain asset sales and debt issuances, and (iii)
quarterly principal amortization payments in an amount equal to 0.25% of the initial Term Loan. The Term Loan has
a maturity date of October 1, 2031. The interest rate for the Term Loan is based on SOFR plus 2.25% per year. The
Term Loan is prepayable at any time without penalty, except in the event of a voluntary repricing in the first six
months after closing, in which case a premium in the amount of 1.0% of the initial Term Loan is payable. The Term
Loan is guaranteed by the same subsidiaries of the Company that guarantee our revolving credit facility, and the
Term Loan is secured on a pari passu basis with our revolving credit facility.
On August 26, 2024, the Company issued $600.0 million aggregate principal amount of 6.875% 2024 Notes that
mature in August 2032. Interest on the 2024 Notes is payable semiannually in February and August. In April 2021,
the Company issued $400.0 million aggregate principal amount of 4.375% senior unsecured notes (the "2021
Notes", and together with the 2024 Notes, the "Senior Notes") that mature in April 2029. Interest on the 2021 Notes
is payable semiannually in April and October. The Senior Notes are senior unsecured obligations of the Company
and are guaranteed on a senior unsecured basis by each of the Company’s domestic subsidiaries that is a
guarantor under our Credit Agreement. The terms of each indenture governing the Senior Notes, among other
things, limit the ability of the Company and each of its subsidiaries to create liens on assets, enter into sale and
leaseback transactions, and consolidate, merge or transfer all or substantially all of its assets and the assets of its
subsidiaries. The terms of each indenture also limit the ability of the Company’s non-guarantor subsidiaries to incur
certain types of debt.
We believe, based on our current business plans, that our existing cash, available liquidity, and cash flow from
operations will be sufficient to fund necessary capital expenditures and operating cash requirements for the
foreseeable future.
Repurchase Program
In December 2024, the Board authorized a new $50.0 million share repurchase program effective January 1, 2025
through December 31, 2026 to replace a program of the same amount that expired on December 31, 2024. Under
the previous program, the Company did not repurchase any shares during the year ended December 2024, and
repurchased 200,000 shares at a cost of $13.8 million during the year ended December 31, 2023.
Derivative Instruments
In December 2018, the Company entered into a $100.0 million interest rate swap instrument, effective as of
January 2, 2019, to reduce the effect of changes in the variable interest rates associated with the first $100.0 million
of borrowings under the Company's committed credit facility. In conjunction with the replacement of LIBOR with
SOFR as a benchmark for borrowings under our credit facility, on July 1, 2023 the swap instrument transitioned
from LIBOR to SOFR. The instrument effectively fixed the SOFR component of borrowings under our credit facility
at a monthly rate of 2.71% until such instrument's termination. The interest rate swap instrument expired in October
2023 and no new interest rate swap instrument has been entered into in connection with the Term Loan. See Note 3
and Note 7 to the Consolidated Financial Statements.
Stock-Based Compensation
We have a stock-based compensation plan for our directors, officers, and employees. See Note 13 to the
Consolidated Financial Statements.
Employee Retirement Plans
In 2024, we sponsored an employee savings plan under the 401(k) plan that covered substantially all employees
and included a company matching contribution with the investment of the funds directed by the participants. The
Company also contributed to various multiemployer defined benefit pension plans under the terms of collective-
bargaining agreements that covered certain union-represented employees at five of our facilities. See Note 11 to the
Consolidated Financial Statements.
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51
Contractual Obligations and Commercial Commitments
As of December 31, 2024, we had the following contractual obligations and commercial commitments:
Contractual Obligations and Commercial Commitments
Total
Next 12
Months
Beyond 12
Months
(in millions)
Debt .......................................................................................................................
$
1,700.0 $
7.0 $
1,693.0
Operating leases .................................................................................................
99.1
13.0
86.1
Finance leases ....................................................................................................
7.4
5.4
2.0
Obligations for purchase of goods and services ............................................
245.5
183.8
61.7
Total .......................................................................................................................
$
2,052.0 $
209.2 $
1,842.8
In the normal course of business, at December 31, 2024, the Company was contingently liable for $141.5 million
in surety bonds, which guarantee its own performance and are required by certain states and municipalities and
their related agencies. The Company has indemnified the underwriting insurance companies against any exposure
under the surety bonds. The Company is not aware of any circumstances that would result in material claims
against these bonds. See Note 15, "Commitments and Contingencies" to the Consolidated Financial Statements.
Critical Accounting Policies and Estimates
MD&A discusses our Consolidated Financial Statements, which have been prepared in accordance with
accounting principles generally accepted in the U.S. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting period.
On an on-going basis, management evaluates its estimates and judgments based on historical experience and
various other factors that are believed to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different assumptions or conditions.
Our accounting policies are more fully described in Note 1 to the Consolidated Financial Statements. We believe
the following critical accounting policies include our more significant judgments and estimates used in the
preparation of our Consolidated Financial Statements.
Business Combinations
We account for business combinations under the acquisition method of accounting. As of the date that control in
the entity is obtained, the purchase price of the transaction is allocated to the identifiable assets acquired and
liabilities assumed based on their estimated fair values. The purchase price is determined based on the fair value of
consideration transferred to and liabilities assumed from the seller as of the date of acquisition. Goodwill is recorded
for the excess of the purchase price over the net fair value of the identifiable assets acquired and liabilities
assumed. The determination of the acquisition date fair value of the assets acquired and liabilities assumed requires
management's judgment and involves the use of significant estimates and assumptions, especially with respect to
future expected cash flows and discount rates.
We commonly use an excess earnings method to value acquired mineral reserves and separately identifiable
intangible assets, which may include, but are not limited to, customer relationships, permits, and backlog. Significant
assumptions used in the valuation of these types of assets may include projected revenues, production costs,
capital requirements, customer attrition rates, and discount rates. Changes in the assumptions used could have a
significant impact on the estimated acquisition date fair value of the related asset and any future depreciation,
depletion, or amortization expense.
The estimated remaining useful lives of acquired tangible and definite-lived intangible assets are based on the
length of time that the assets are expected to provide value to the Company and have a significant impact on
current and future period earnings.
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Management's estimates of fair value are based on assumptions believed to be reasonable, but which are
inherently uncertain and, as a result, actual results may differ from estimates. We may adjust the amounts
recognized in an acquisition during a measurement period after the acquisition date. Any such adjustments are the
result of subsequently obtaining additional information that existed at the acquisition date regarding the assets
acquired or the liabilities assumed. Measurement period adjustments are generally recorded as increases or
decreases to goodwill, if any, recognized in the transaction. The cumulative impact of measurement period
adjustments on depreciation, amortization, and other income statement items are recognized in the period the
adjustment is determined.
Acquisition costs are expensed as incurred and are included in selling, general, and administrative expenses in
the accompanying Consolidated Statements of Operations. We include results of operations from acquired
businesses in our Consolidated Financial Statements from the effective date of the acquisition.
Long-lived Assets
As of December 31, 2024, property, plant, and equipment, net and intangible assets, net represent 43% and 7%
of the Company's total assets, respectively. The methods for recognition of depreciation, depletion, and amortization
are based on estimates regarding the expected future economic benefit to the Company and any potential
impairment to the value of such assets could be significant.
Property, plant, and equipment are stated at cost and depreciated or depleted over their estimated useful lives,
primarily using the straight-line method. Depletion of mineral reserves is calculated based on estimated reserves
using the units-of-production method on a quarry-by-quarry basis. Intangible assets, primarily consisting of
customer relationships and permits, are recorded at fair value on the date of acquisition and amortized over their
estimated useful lives using the straight-line method. See Note 1 to the Consolidated Financial Statements for
additional information regarding the ranges of estimated useful lives by category of property, plant, and equipment
and intangible assets.
We periodically evaluate the carrying value of long-lived assets for potential impairment whenever facts and
circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The carrying
value of long-lived assets is considered impaired when the carrying value is not recoverable through undiscounted
future cash flows and the fair value of the asset or asset group is less than their carrying value. Fair value is
determined primarily using the estimated future cash flows discounted at a rate commensurate with the risks
involved or market quotes as available. Significant estimates and judgments that most significantly impact the
impairment analysis may include projected revenues, operating profit, and the remaining useful life over which the
asset or asset group is expected to generate cash flows.
Impairment losses on long-lived assets held for sale are determined in a similar manner, except that estimated
fair values are reduced by the estimated cost to dispose of the assets.
The Company recorded an impairment of $5.8 million during the year ended December 31, 2024 related to the
closure of the Company's aggregates operations in west Texas in our Construction Products segment. The
Company had no impairment charges during the years ended December 31, 2023 or 2022.
Goodwill
Goodwill is required to be tested for impairment annually or on an interim basis whenever events or
circumstances change indicating that the carrying amount of the goodwill might be impaired. The quantitative
goodwill impairment test is assessed at the “reporting unit” level by comparing the reporting unit's estimated fair
value with the carrying amount of its net assets. If the carrying value of the reporting unit exceeds its fair value, an
impairment loss is recognized. The goodwill impairment is measured as the excess of the reporting unit's carrying
value over its fair value, not to exceed the amount of goodwill allocated to the reporting unit. The estimates and
judgments that most significantly affect the fair value calculations consist of level three inputs related to revenue and
operating profit growth and discount rates. The Company performs its annual goodwill impairment analysis as of
October 1 of each year.
As of December 31, 2024, goodwill totaled $1,361.2 million. Based on the Company's annual goodwill impairment
test, performed at the reporting unit level as of October 1, 2024, the Company concluded that no impairment
charges were determined to be necessary and that none of the reporting units evaluated were at risk of failing the
goodwill impairment test. A reporting unit is considered to be at risk if its estimated fair value does not exceed the
carrying value of its net assets by 10% or more. See Note 1 and Note 6 to the Consolidated Financial Statements.
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We believe that the assumptions used in our impairment analysis are reasonable; however, given the
uncertainties of the economy and its potential impact on our businesses, there can be no assurance that our
estimates and assumptions regarding the fair value of our reporting units will prove to be accurate predictions of the
future. Additionally, variations in any of these assumptions may result in different calculations in fair value that could
result in an impairment charge.
A 100 basis point increase in the discount rate or reduction in the terminal growth rate would not have resulted in
an impairment of goodwill for any of our reporting units as of October 1, 2024.
Income Taxes
The liability method is used to account for income taxes. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to temporary differences between the financial statement carrying amount of
existing assets and liabilities and their respective tax bases and other tax attributes using currently enacted tax
rates. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the provision for
income taxes in the period that includes the enactment date. Management is required to estimate the timing of the
recognition of deferred tax assets and liabilities, make assumptions about the future deductibility of deferred tax
assets, and assess deferred tax liabilities based on enacted law and tax rates for the appropriate tax jurisdictions to
determine the amount of such deferred tax assets and liabilities. Changes in the calculated deferred tax assets and
liabilities may occur in certain circumstances including statutory income tax rate changes, statutory tax law changes,
or changes in the structure or tax status of the Company. The Company assesses whether a valuation allowance
should be established against its deferred tax assets based on consideration of all available evidence, both positive
and negative, using a more likely than not standard. This assessment considers, among other matters, the nature,
frequency, and severity of recent losses; a forecast of future profitability; the duration of statutory carryback and
carryforward periods; the Company’s experience with tax attributes expiring unused; and tax planning alternatives.
As of December 31, 2024, the Company's adjusted net deferred tax liability was $197.8 million. At December 31,
2024, the Company had $3.2 million federal consolidated net operating loss carryforwards, primarily from
businesses acquired, and $4.5 million of tax-effected state loss carryforwards remaining. In addition, the Company
had $7.7 million of foreign net operating loss carryforwards that will begin to expire in the year 2025. We have
established a valuation allowance for state and foreign tax operating losses and credits that we have estimated may
not be realizable.
For additional information, see Note 10 to the Notes to Consolidated Financial Statements.
Recent Accounting Pronouncements
See Note 1 to the Consolidated Financial Statements for information about recent accounting pronouncements.
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Forward-Looking Statements
This annual report on Form 10-K (or statements otherwise made by the Company or on the Company’s behalf
from time to time in other reports, filings with the SEC, news releases, conferences, internet postings, or otherwise)
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any
statements contained herein that are not historical facts are forward-looking statements and involve risks and
uncertainties. These forward-looking statements include expectations, beliefs, plans, objectives, future financial
performances, estimates, projections, goals, and forecasts. Arcosa uses the words “anticipates,” “assumes,”
“believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “plans,” and similar expressions to
identify these forward-looking statements. Potential factors, which could cause our actual results of operations to
differ materially from those in the forward-looking statements include, among others:
•
the impact of pandemics, epidemics, or other public health emergencies on our sales, operations, supply
chain, employees, and financial condition;
•
market conditions and customer demand for our business products and services;
•
the cyclical and seasonal nature of the industries in which we compete;
•
variations in weather in areas where our construction products are sold, used, or installed;
•
naturally occurring events and other events and disasters causing disruption to our manufacturing, product
deliveries, and production capacity, thereby giving rise to an increase in expenses, loss of revenue, and
property losses;
•
competition and other competitive factors;
•
our ability to identify, consummate, or integrate acquisitions of new businesses or products, or divest any
business;
•
the timing of introduction of new products;
•
the timing and delivery of customer orders or a breach of customer contracts;
•
the credit worthiness of customers and their access to capital;
•
product price changes;
•
changes in mix of products sold;
•
the costs incurred to align manufacturing capacity with demand and the extent of its utilization;
•
the operating leverage and efficiencies that can be achieved by our manufacturing businesses;
•
availability and costs of steel, component parts, supplies, and other raw materials;
•
changing technologies;
•
surcharges and other fees added to fixed pricing agreements for steel, component parts, supplies and other
raw materials;
•
increased costs due to inflation or tariffs;
•
interest rates and capital costs;
•
counter-party risks for financial instruments;
•
our indebtedness or leverage levels;
•
long-term funding of our operations;
•
taxes;
•
costs and availability of sufficient insurance coverage;
•
material nonpayment or nonperformance by any of our key customers;
•
the stability of the governments and political and business conditions in certain foreign countries, particularly
Mexico;
•
public infrastructure expenditures;
•
changes in import and export quotas and regulations;
•
business conditions in emerging economies;
•
costs and results of litigation;
•
changes in accounting standards or inaccurate estimates or assumptions in the application of accounting
policies;
•
legal, regulatory, and environmental issues, including compliance of our products with mandated
specifications, standards, or testing criteria and obligations to remove and replace our products following
installation or to recall our products and install different products manufactured by us or our competitors;
•
actions by the executive and legislative branches of the U.S. government relative to federal government
budgeting, taxation policies, government expenditures, U.S. borrowing/debt ceiling limits, and trade policies,
including tariffs, and border closures;
•
our ability to sufficiently protect our intellectual property rights;
•
our ability to mitigate against cybersecurity incidents, including ransomware, malware, phishing emails, and
other electronic security threats;
•
if the Company's sustainability efforts are not favorably received by stockholders;
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•
if the Company does not realize some or all of the benefits expected from certain provisions of the IRA,
including the AMP tax credits for wind towers; and
•
the delivery or satisfaction of any backlog or firm orders.
Any forward-looking statement speaks only as of the date on which such statement is made. Arcosa undertakes
no obligation to update any forward-looking statement to reflect events or circumstances after the date on which
such statement is made. For a discussion of risks and uncertainties that could cause actual results to differ from
those contained in the forward-looking statements, see Item 1A, “Risk Factors” included elsewhere herein.
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56
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Our earnings could be affected by changes in interest rates due to the impact those changes have on our
variable rate revolving credit facility and Term Loan. As of December 31, 2024, we had no outstanding loans
borrowed under the revolving credit facility and the Term Loan had a balance of $700.0 million. If interest rates
average one percentage point more in fiscal year 2025 than they did during 2024, our interest expense would
increase by $7.0 million. In comparison, at December 31, 2023, we estimated that an average increase of one
percentage point would increase interest expense by $1.6 million.
As of December 31, 2024, we had $400.0 million outstanding on our 4.375% 2021 Notes due 2029. The 2021
Notes have a 4.375% fixed annual interest rate and, therefore, our economic interest rate exposure is fixed.
However, the values of the 2021 Notes are exposed to interest rate risk. We estimate that a one percentage point
increase in market interest rates would decrease the fair value of the 2021 Notes by approximately $13.9 million.
We carry the 2021 Notes at face value less unamortized discount on our Consolidated Balance Sheet and present
the fair value for disclosure purposes only.
As of December 31, 2024, we had $600.0 million outstanding on our 6.875% 2024 Notes due 2032. The 2024
Notes have a 6.875% fixed annual interest rate and, therefore, our economic interest rate exposure is fixed.
However, the values of the 2024 Notes are exposed to interest rate risk. We estimate that a one percentage point
increase in market interest rates would decrease the fair value of the 2024 Notes by approximately $34.6 million.
We carry the 2024 Notes at face value less unamortized discount on our Consolidated Balance Sheet and present
the fair value for disclosure purposes only.
In addition, we are subject to market risk related to our net investments in our foreign subsidiaries. The net
investment in foreign subsidiaries as of December 31, 2024 was $130.2 million. The impact of such market risk
exposures as a result of foreign exchange rate fluctuations has not been significant to Arcosa. See Note 9 to the
Consolidated Financial Statements.
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57
Item 8. Financial Statements and Supplementary Data.
Arcosa, Inc.
Index to Financial Statements
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) ..........................................................
59
Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022 ..................
61
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023, and
2022.....................................................................................................................................................................................
62
Consolidated Balance Sheets as of December 31, 2024 and 2023 .........................................................................
63
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022 .................
64
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2024, 2023, and 2022 .
65
Notes to Consolidated Financial Statements ................................................................................................................
66
Table of Contents
58
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Arcosa, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Arcosa, Inc. and subsidiaries (the Company) as
of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income,
stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the
related notes (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,
2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended
December 31, 2024, 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, 2024, 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 28, 2025 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.
Table of Contents
59
Accounting for business combination
Description of the
Matter
As discussed in Note 2 to the consolidated financial statements, the Company
completed a significant acquisition during 2024 of the construction materials business
of Stavola Holding Corporation and its affiliated entities for a total purchase price of
$1.2 billion. The transaction was accounted for as a business combination.
Auditing the Company's accounting for the business combination was complex due to
the significant estimation uncertainty in determining the fair value of the mineral
reserves using the multi-period excess earnings method. The significant estimation
uncertainty was primarily due to the sensitivity of the fair value of the mineral reserves
to underlying significant assumptions including the weighted average cost of capital
and certain assumptions that form the basis of the prospective financial information
(i.e. average selling price and EBITDA margin). These significant assumptions are
forward-looking and could be affected by future economic and market conditions.
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 accounting for the business combination
and valuation of the acquired assets. For example, we tested controls over
management’s valuation of mineral reserves, including the review of the valuation
method and significant underlying assumptions used to develop such estimates.
Our audit procedures included, among others, evaluating the appropriateness of the
valuation methodology used, evaluating the significant assumptions used in the
Company’s valuation calculations and evaluating the completeness and accuracy of
the underlying data supporting the significant assumptions. For example, we
performed sensitivity analyses and compared significant assumptions to historical
results of the acquired business and to other guideline public companies within the
same industry. In addition, we involved our valuation specialists to assist with our
evaluation of the methodologies and significant assumptions used in the valuation of
the mineral reserves.
/s/ ERNST & YOUNG LLP
We have served as the Company's auditor since 2015.
Dallas, Texas
February 28, 2025
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60
Arcosa, Inc. and Subsidiaries
Consolidated Statements of Operations
Year Ended December 31,
2024
2023
2022
(in millions, except per share amounts)
Revenues ........................................................................................................... $
2,569.9 $
2,307.9 $
2,242.8
Operating costs:
Cost of revenues ............................................................................................
2,054.7
1,864.1
1,831.7
Selling, general, and administrative expenses ..........................................
320.0
261.1
262.8
Gain on disposition of property, plant, equipment, and other assets .....
(10.3)
(28.2)
(11.7)
(Gain) loss on sale of businesses ...............................................................
2.1
(6.4)
(189.0)
Impairment charge .........................................................................................
5.8
—
—
2,372.3
2,090.6
1,893.8
Total operating profit .........................................................................................
197.6
217.3
349.0
Interest expense ...............................................................................................
70.9
28.1
31.0
Other, net (income) expense ..........................................................................
(3.3)
(6.7)
1.8
67.6
21.4
32.8
Income before income taxes ...........................................................................
130.0
195.9
316.2
Provision for income taxes:
Current ............................................................................................................
11.1
4.9
25.6
Deferred ...........................................................................................................
25.2
31.8
44.8
36.3
36.7
70.4
Net income ......................................................................................................... $
93.7 $
159.2 $
245.8
Net income per common share:
Basic ................................................................................................................ $
1.92 $
3.27 $
5.08
Diluted .............................................................................................................. $
1.91 $
3.26 $
5.05
Weighted average number of shares outstanding:
Basic ................................................................................................................
48.6
48.5
48.2
Diluted ..............................................................................................................
48.8
48.7
48.5
Dividends declared per common share ........................................................ $
0.20 $
0.20 $
0.20
See accompanying Notes to Consolidated Financial Statements.
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61
Arcosa, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
Year Ended December 31,
2024
2023
2022
(in millions)
Net income ..................................................................................................... $
93.7 $
159.2 $
245.8
Other comprehensive income (loss):
Derivative financial instruments:
Unrealized gains (losses) arising during the period, net of tax
expense (benefit) of $0.0, $0.0, and $0.9 .............................................
—
0.1
3.5
Reclassification adjustments for losses (gains) included in net
income, net of tax expense (benefit) of $0.0, $0.4, and ($0.2) .........
—
(1.4)
0.8
Currency translation adjustment:
Unrealized gains (losses) arising during the period, net of tax
expense (benefit) of $0.3, ($0.1), and ($0.1) .......................................
(1.5)
0.8
(0.7)
(1.5)
(0.5)
3.6
Comprehensive income ............................................................................... $
92.2 $
158.7 $
249.4
See accompanying Notes to Consolidated Financial Statements.
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62
Arcosa, Inc. and Subsidiaries
Consolidated Balance Sheets
December 31,
2024
December 31,
2023
(in millions, except per share
amounts)
ASSETS
Current assets:
Cash and cash equivalents ............................................................................................
$
187.3 $
104.8
Receivables, net of allowance of $10.3 and $5.3 .......................................................
350.2
357.1
Inventories:
Raw materials and supplies .........................................................................................
147.1
210.8
Work in process ..............................................................................................................
36.2
42.7
Finished goods ...............................................................................................................
176.6
148.3
359.9
401.8
Other ..................................................................................................................................
56.6
48.3
Total current assets ............................................................................................................
954.0
912.0
Property, plant, and equipment, net ................................................................................
2,129.4
1,336.3
Goodwill ...............................................................................................................................
1,361.2
990.7
Intangibles, net ...................................................................................................................
338.3
270.7
Deferred income taxes ......................................................................................................
2.8
6.8
Other assets ........................................................................................................................
129.8
61.4
$
4,915.5 $
3,577.9
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ............................................................................................................
$
237.3 $
272.5
Accrued liabilities .............................................................................................................
166.4
117.4
Advance billings ...............................................................................................................
100.2
34.5
Current portion of long-term debt ..................................................................................
12.1
6.8
Total current liabilities ........................................................................................................
516.0
431.2
Debt ......................................................................................................................................
1,676.8
561.9
Deferred income taxes ......................................................................................................
200.6
179.6
Other liabilities ....................................................................................................................
93.9
73.2
2,487.3
1,245.9
Stockholders’ equity:
Common stock, $0.01 par value – 200.0 shares authorized at December 31,
2024; 200.0 at December 31, 2023; 48.8 shares issued and outstanding at
December 31, 2024; 48.6 at December 31, 2023 ......................................................
0.5
0.5
Capital in excess of par value ........................................................................................
1,696.5
1,682.8
Retained earnings ...........................................................................................................
748.9
664.9
Accumulated other comprehensive loss ......................................................................
(17.7)
(16.2)
2,428.2
2,332.0
$
4,915.5 $
3,577.9
See accompanying Notes to Consolidated Financial Statements.
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63
Arcosa, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Year Ended December 31,
2024
2023
2022
(in millions)
Operating activities:
Net income .................................................................................................................
$
93.7 $
159.2 $
245.8
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation, depletion, and amortization ...........................................................
195.0
159.5
154.1
Impairment charge ..................................................................................................
5.8
—
—
Stock-based compensation expense ...................................................................
24.3
23.9
19.1
Provision for deferred income taxes .....................................................................
25.2
31.8
44.8
Gain on disposition of property, plant, equipment, and other assets ..............
(10.3)
(28.2)
(11.7)
(Gain) loss on sale of businesses .........................................................................
2.1
(6.4)
(189.0)
(Increase) decrease in other assets .....................................................................
23.6
(6.4)
(3.8)
Increase (decrease) in other liabilities .................................................................
(42.8)
(7.1)
(16.0)
Other..........................................................................................................................
0.4
6.5
(3.7)
Changes in current assets and liabilities:
(Increase) decrease in receivables ....................................................................
70.0
(47.8)
(65.9)
(Increase) decrease in inventories .....................................................................
59.2
(83.5)
(26.7)
(Increase) decrease in other current assets .....................................................
(4.3)
(1.8)
(8.5)
Increase (decrease) in accounts payable .........................................................
(48.3)
77.2
27.0
Increase (decrease) in advance billings ...........................................................
66.8
(1.4)
21.9
Increase (decrease) in accrued liabilities .........................................................
41.6
(14.5)
(13.1)
Net cash provided by operating activities ..............................................................
502.0
261.0
174.3
Investing activities:
Proceeds from disposition of property, plant, equipment, and other assets ..
18.3
36.6
32.2
Capital expenditures ...............................................................................................
(189.7)
(203.5)
(138.0)
Acquisitions, net of cash acquired ........................................................................
(1,424.1)
(120.9)
(75.1)
Proceeds from sale of businesses........................................................................
86.6
2.0
271.6
Net cash provided (required) by investing activities ............................................
(1,508.9)
(285.8)
90.7
Financing activities:
Payments to retire debt .........................................................................................
(502.0)
(143.8)
(220.2)
Proceeds from issuance of debt ...........................................................................
1,635.0
160.0
80.0
Shares repurchased ...............................................................................................
—
(13.8)
(15.0)
Dividends paid to common shareholders ............................................................
(9.7)
(9.8)
(9.8)
Purchase of shares to satisfy employee tax on vested stock ..........................
(10.6)
(11.4)
(12.5)
Holdback payment from acquisition .....................................................................
—
(10.0)
—
Debt issuance costs ................................................................................................
(23.3)
(2.0)
—
Net cash (required) provided by financing activities ............................................
1,089.4
(30.8)
(177.5)
Net increase (decrease) in cash and cash equivalents .........................................
82.5
(55.6)
87.5
Cash and cash equivalents at beginning of period ................................................
104.8
160.4
72.9
Cash and cash equivalents at end of period ...........................................................
$
187.3 $
104.8 $
160.4
Supplemental disclosure of cash flow information: ................................................
Interest paid ..................................................................................................................
$
50.3 $
23.4 $
23.6
Income tax payments (refunds) .................................................................................
$
(5.0) $
13.6 $
21.9
See accompanying Notes to Consolidated Financial Statements.
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64
Arcosa, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
Common
Stock
Treasury
Stock
Shares
$0.01
Par
Value
Capital in
Excess of
Par Value
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Shares
Amount
Total
Stockholders’
Equity
(in millions, except par value)
Balances at December 31, 2021 ...............
48.3
$
0.5
$
1,692.6
$
279.5
$
(19.3)
—
$
—
$
1,953.3
Net income ...................................................
—
—
—
245.8
—
—
—
245.8
Other comprehensive income ...................
—
—
—
—
3.6
—
—
3.6
Cash dividends on common stock ...........
—
—
—
(9.8)
—
—
—
(9.8)
Restricted shares, net ................................
0.7
—
20.1
—
—
(0.3)
(13.6)
6.5
Shares repurchased ...................................
—
—
—
—
—
(0.3)
(15.0)
(15.0)
Retirement of treasury stock .....................
(0.6)
—
(28.6)
—
—
0.6
28.6
—
Balances at December 31, 2022 ...............
48.4
$
0.5
$
1,684.1
$
515.5
$
(15.7)
—
$
—
$
2,184.4
Net income ...................................................
—
—
—
159.2
—
—
—
159.2
Other comprehensive loss .........................
—
—
—
—
(0.5)
—
—
(0.5)
Cash dividends on common stock ...........
—
—
—
(9.8)
—
—
—
(9.8)
Restricted shares, net ................................
0.5
—
24.6
—
—
(0.1)
(12.1)
12.5
Shares repurchased ...................................
—
—
—
—
—
(0.2)
(13.8)
(13.8)
Retirement of treasury stock .....................
(0.3)
—
(25.9)
—
—
0.3
25.9
—
Balances at December 31, 2023 ...............
48.6
$
0.5
$
1,682.8
$
664.9
$
(16.2)
—
$
—
$
2,332.0
Net income ...................................................
—
—
—
93.7
—
—
—
93.7
Other comprehensive loss .........................
—
—
—
—
(1.5)
—
—
(1.5)
Cash dividends on common stock ...........
—
—
—
(9.7)
—
—
—
(9.7)
Restricted shares, net ................................
0.3
—
25.8
—
—
(0.1)
(12.1)
13.7
Retirement of treasury stock .....................
(0.1)
—
(12.1)
—
—
0.1
12.1
—
Balances at December 31, 2024 ...............
48.8
$
0.5
$
1,696.5
$
748.9
$
(17.7)
—
$
—
$
2,428.2
See accompanying Notes to Consolidated Financial Statements.
Table of Contents
65
Arcosa, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1. Overview and Summary of Significant Accounting Policies
Basis of Presentation
Arcosa, Inc. and its consolidated subsidiaries (“Arcosa,” the “Company,” “we,” or “our”), headquartered in Dallas,
Texas, is a provider of infrastructure-related products and solutions with leading brands serving construction,
engineered structures, and transportation markets in North America. Arcosa is a Delaware corporation and was
incorporated in 2018 as an independent, publicly-traded company, listed on the New York Stock Exchange.
The accompanying Consolidated Financial Statements present our historical financial position, results of
operations, comprehensive income/loss, and cash flows in accordance with accounting principles generally
accepted in the U.S. (“GAAP”). All significant intercompany accounts and transactions have been eliminated.
Stockholders' Equity
In December 2024, the Company’s Board of Directors (the “Board”) authorized a new $50.0 million share
repurchase program effective January 1, 2025 through December 31, 2026 to replace a program of the same
amount that expired on December 31, 2024. Under the previous program, the Company did not repurchase any
shares during the year ended December 2024, and repurchased 200,000 shares at a cost of $13.8 million during
the year ended December 31, 2023.
Revenue Recognition
Revenue is measured based on the allocation of the transaction price in a contract to satisfied performance
obligations. The transaction price does not include any amounts collected on behalf of third parties. The Company
recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a
customer. The following is a description of principal activities from which the Company generates its revenue,
separated by reportable segments. Payments for our products and services are generally due within normal
commercial terms. For a further discussion regarding the Company’s reportable segments, see Note 4 Segment
Information.
Construction Products
The Construction Products segment recognizes substantially all revenue when the customer has accepted the
product and legal title of the product has passed to the customer.
Engineered Structures
Within the Engineered Structures segment, revenue is recognized for wind towers and certain utility structures
over time as the products are manufactured using an input approach based on the costs incurred relative to the total
estimated costs of production. We recognize revenue over time for these products as they are highly customized to
the needs of an individual customer resulting in no alternative use to the Company if not purchased by the customer
after the contract is executed. In addition, we have the right to bill the customer for our work performed to date plus
at least a reasonable profit margin for work performed. As of December 31, 2024 and 2023, we had a contract asset
of $65.5 million and $66.8 million, respectively, which is included in receivables, net of allowance, within the
Consolidated Balance Sheets. The decrease in the contract asset is attributed to the timing of deliveries of finished
structures to customers during the period. For all other products, revenue is recognized when the customer has
accepted the product and legal title of the product has passed to the customer.
Transportation Products
The Transportation Products segment recognizes revenue when the customer has accepted the product and legal
title of the product has passed to the customer.
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66
Revenues
Total revenues for the Company's reportable segments are presented below:
Year Ended December 31,
2024
2023
2022
($ in millions)
Aggregates and specialty materials ............................................................... $
977.9 $
879.9 $
821.4
Construction site support .................................................................................
127.2
121.4
102.1
Construction Products ....................................................................................
1,105.1
1,001.3
923.5
Utility, wind, and related structures .................................................................
1,047.3
873.5
813.1
Storage tanks .....................................................................................................
—
—
188.9
Engineered Structures ...................................................................................
1,047.3
873.5
1,002.0
Inland barges .....................................................................................................
329.8
280.2
189.9
Steel components(1)
..........................................................................................
87.8
153.3
127.4
Transportation Products .................................................................................
417.6
433.5
317.3
Segment Totals before Eliminations ............................................................
2,570.0
2,308.3
2,242.8
Eliminations ........................................................................................................
(0.1)
(0.4)
—
Consolidated Total ............................................................................................. $
2,569.9 $ 2,307.9 $
2,242.8
(1) On August 16, 2024, the Company completed the divestiture of its steel components business.
Unsatisfied Performance Obligations
The following table includes estimated revenue expected to be recognized in future periods related to
performance obligations that are unsatisfied or partially satisfied as of December 31, 2024 and the percentage of
the outstanding performance obligations as of December 31, 2024 expected to be delivered during 2025:
Unsatisfied
performance
obligations at
December 31, 2024
Total
Amount
(in millions)
Engineered Structures:
Utility, wind, and related structures ........................................................................................... $
1,190.8
Transportation Products:
Inland barges ................................................................................................................................ $
280.1
Approximately 64% of the unsatisfied performance obligations for our utility, wind, and related structures in our
Engineered Structures segment are expected to be delivered during 2025, approximately 13% are expected to be
delivered during 2026, and the remainder are expected to be delivered through 2028. Approximately 92% of the
unsatisfied performance obligations for inland barges in our Transportation Products segment are expected to be
delivered during 2025, and the remainder are expected to be delivered in 2026.
Income Taxes
The liability method is used to account for income taxes. Deferred income taxes represent the tax effects of
temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes. Valuation allowances reduce deferred tax assets to an amount that will
more likely than not be realized.
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67
The Company regularly evaluates the likelihood of realization of tax benefits derived from positions it has taken in
various federal and state filings after consideration of all relevant facts, circumstances, and available information.
For those tax positions that are deemed more likely than not to be sustained, the Company recognizes the benefit it
believes is cumulatively greater than 50% likely to be realized. To the extent the Company were to prevail in matters
for which accruals have been established or be required to pay amounts in excess of recorded reserves, the
effective tax rate in a given financial statement period could be materially impacted.
Financial Instruments
The Company considers all highly liquid debt instruments to be cash and cash equivalents if purchased with a
maturity of three months or less. Financial instruments that potentially subject the Company to a concentration of
credit risk are primarily cash investments and receivables. The Company places its cash investments in bank
deposits and highly-rated money market funds, and its investment policy limits the amount of credit exposure to any
one commercial issuer. We seek to limit concentrations of credit risk with respect to receivables with control
procedures that monitor the credit worthiness of customers, together with the large number of customers in the
Company's customer base and their dispersion across different industries and geographic areas. As receivables are
generally unsecured, the Company maintains an allowance based upon the expected credit losses. Receivable
balances determined to be uncollectible are charged against the allowance. To accelerate the conversion to cash,
the Company may sell a portion of its trade receivables to third parties. The Company has no recourse to these
receivables once they are sold but may have continuing involvement related to servicing and collection activities.
The impact of these transactions in the Company's Consolidated Statements of Operations for the years ended
December 31, 2024, 2023, and 2022 was not significant. The carrying values of cash, receivables, and accounts
payable are considered to be representative of their respective fair values.
Inventories
Inventories are valued at the lower of cost or net realizable value. Cost is determined principally on the first in first
out method. The value of inventory is adjusted for damaged, obsolete, excess, or slow-moving inventory. Work in
process and finished goods include material, labor, and overhead.
Property, Plant, and Equipment
Property, plant, and equipment are stated at cost and depreciated or depleted over their estimated useful lives,
primarily using the straight-line method. The estimated useful lives are: buildings and improvements - 5 to 30 years;
leasehold improvements - the lesser of the term of the lease or 11 years; and machinery and equipment - 3 to 15
years. Depletion of mineral reserves is calculated based on estimated reserves using the units-of-production
method on a quarry-by-quarry basis. The costs of ordinary maintenance and repair are charged to operating costs
as incurred.
Goodwill and Intangible Assets
Goodwill is required to be tested for impairment annually, or on an interim basis when events or changes in
circumstances indicate the carrying amount might be impaired. The quantitative goodwill impairment test is
assessed at the “reporting unit” level by comparing the reporting unit's estimated fair value with the carrying amount
of its net assets. If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized.
The goodwill impairment is measured as the excess of the reporting unit's carrying value over its fair value, not to
exceed the amount of goodwill allocated to the reporting unit. The estimates and judgments that most significantly
affect the fair value calculations are assumptions, consisting of level three inputs, related to revenue and operating
profit growth, discount rates, and exit multiples. The Company performs its annual goodwill impairment analysis as
of October 1 of each year. As of October 1, 2024 and 2023, the Company's annual impairment test of goodwill was
completed at the reporting unit level and no impairment charges were determined to be necessary.
Intangible assets are recorded at fair value, using level three inputs, on the date of acquisition and evaluated to
determine their estimated useful life. These assets primarily consist of customer relationships and permits and are
amortized using the straight-line method. The estimated useful lives for definite-lived intangible assets are:
customer relationships - 2 to 20 years; permits - 10 to 29 years; and other - 1 to 34 years.
Indefinite-lived intangible assets primarily relate to acquired trademarks. These assets are not amortized but are
evaluated for impairment annually on October 1, or on an interim basis when events or changes in circumstances
indicate the carrying amount may not be recoverable. The impairment test compares the fair value of each asset to
its carrying value using a relief from royalty method. As of October 1, 2024 and 2023, the Company's annual
impairment test was completed and no impairment charges were determined to be necessary.
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Long-lived Assets
The Company evaluates the carrying value of long-lived assets to be held and used, including property, plant, and
equipment and definite-lived intangibles, for potential impairment when events or changes in circumstances indicate
the carrying amount may not be recoverable. The carrying value of long-lived assets to be held and used is
considered impaired only when the carrying value is not recoverable through undiscounted future cash flows and
the fair value of the assets is less than their carrying value. Fair value is determined primarily using the anticipated
cash flows discounted at a rate commensurate with the risks involved or market quotes as available. Impairment
losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced by
the estimated cost to dispose of the assets.
The Company recorded an impairment of $5.8 million during the year ended December 31, 2024 related to the
closure of the Company's aggregates operations in west Texas in our Construction Products segment. No
impairment charges were recognized during the years ended December 31, 2023 or 2022.
Workers’ Compensation
The Company is effectively self-insured for workers’ compensation claims. A third-party administrator is used to
process claims. We accrue our workers' compensation liability based upon independent actuarial studies. As of
December 31, 2024 and 2023, the Company's accrual for worker's compensation costs was $18.9 million and $24.2
million, respectively, which is included in accrued liabilities and other long-term liabilities within the Consolidated
Balance Sheets.
Warranties
The Company provides various express, limited product warranties that generally range from 1 to 5 years
depending on the product. The warranty costs are estimated using a two-step approach. First, an engineering
estimate is made for the cost of all claims that have been asserted by customers. Second, based on historical,
accepted claims experience, a cost is accrued for all products still within a warranty period for which no claims have
been filed. The Company provides for the estimated cost of product warranties at the time revenue is recognized
related to products covered by warranties and assesses the adequacy of the resulting reserves on a quarterly basis.
As of December 31, 2024 and 2023, the Company's accrual for warranty costs was $1.3 million and $1.2 million,
respectively, which is included in accrued liabilities within the Consolidated Balance Sheets.
Derivative Instruments
The Company may, from time to time, use derivative instruments to mitigate the impact of changes in interest
rates, commodity prices, or changes in foreign currency exchange rates. For derivative instruments designated as
hedges, the Company formally documents the relationship between the derivative instrument and the hedged item,
as well as the risk management objective and strategy for the use of the derivative instrument. This documentation
includes linking the derivative to specific assets or liabilities on the balance sheet, commitments, or forecasted
transactions. At the time a derivative instrument is entered into, and at least quarterly thereafter, the Company
assesses whether the derivative instrument is effective in offsetting the changes in fair value or cash flows of the
hedged item. Any change in the fair value of the hedged instrument is recorded in accumulated other
comprehensive loss (“AOCL”) as a separate component of stockholders' equity and reclassified into earnings in the
period during which the hedged transaction affects earnings. The Company monitors its derivative positions and the
credit ratings of its counterparties and does not anticipate losses due to counterparties' non-performance.
Foreign Currency Translation
Certain operations outside the U.S. prepare financial statements in currencies other than the U.S. dollar. The
income statement amounts are translated at average exchange rates for the year, while the assets and liabilities are
translated at year-end exchange rates. Translation adjustments are accumulated as a separate component of
stockholders' equity and other comprehensive income. The functional currency of our Mexico operations is
considered to be the U.S. dollar. The functional currency of our Canadian operations is considered to be the
Canadian dollar.
Other Comprehensive Income (Loss)
Other comprehensive income (loss) consists of foreign currency translation adjustments and the effective
unrealized gains and losses on the Company's derivative financial instruments, the sum of which, along with net
income, constitutes comprehensive net income (loss). See Note 12 Accumulated Other Comprehensive Loss. All
components are shown net of tax.
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69
Recent Accounting Pronouncements
Recently adopted accounting pronouncements
Effective January 1, 2024, the Company adopted Accounting Standards Update No. 2023-07, “Segment
Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which is intended to
improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant
segment expenses. The adoption of this guidance did not have a material effect on the Company's Consolidated
Financial Statements.
Recently issued accounting pronouncements not adopted as of December 31, 2024
Effective January 1, 2025, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic
740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which is intended to improve the transparency of
income tax disclosures by requiring 1) consistent categories and greater disaggregation of information in the rate
reconciliation and 2) income taxes paid disaggregated by jurisdiction. The standard also includes certain other
amendments to improve the effectiveness of income tax disclosures. The Company will adopt the additional
disclosure requirements within its annual reporting for the year ending December 31, 2025.
In November 2024, the FASB issued Accounting Standards Update No. 2024-03. "Income Statement-Reporting
Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income
Statement Expenses" ("ASU 2024-03"), which requires public business entities to disclose additional information
about certain key expense categories within major income statement captions in the notes to consolidated financial
statements. These enhanced disclosures are expected to help investors more effectively understand an entity's
performance, assess its prospects for future cash flows, and compare an entity's performance over time and with
that of other entities. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and
interim reporting periods beginning after December 15, 2027, and may be applied either prospectively or
retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU
2024-03 on its Consolidated Financial Statements.
Management's Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
Note 2. Acquisitions and Divestitures
The Company's acquisition activities are summarized below:
Year Ended December 31,
2024
2023
2022
(in millions)
Acquisitions:
Purchase price ....................................................................................... $
1,424.2 $
119.4 $
75.6
Net cash paid ......................................................................................... $
1,424.1 $
120.9 $
75.1
Goodwill recorded .................................................................................. $
397.1 $
40.4 $
11.6
2024 Acquisitions
On October 1, 2024, we acquired substantially all of the construction materials business of Stavola Holding
Corporation and its affiliated entities ("Stavola") for $1.2 billion in cash, subject to certain customary purchase price
adjustments. The purchase price was funded with a combination of proceeds from a private offering of
$600.0 million of 6.875% senior unsecured notes that closed on August 26, 2024 and $700.0 million in borrowings
under a variable-rate secured term loan entered into on October 1, 2024. See Note 7 Debt for additional
information. Stavola, which is included in our Construction Products segment, is an aggregates-led and vertically
integrated construction materials company primarily serving the New York-New Jersey Metropolitan Statistical Area
("MSA") through its network of five hard rock natural aggregates quarries, twelve asphalt plants, and three recycled
aggregates sites. The acquisition expanded our platform into the nation’s largest MSA with industry-leading financial
attributes.
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The Stavola acquisition was recorded as a business combination based on a preliminary valuation of assets
acquired and liabilities assumed at their acquisition date fair values using unobservable inputs that are supported by
little or no market activity and that are significant to the fair value of the assets and liabilities ("Level 3" inputs). We
expect to complete our purchase price allocation as soon as reasonably possible, not to exceed one year from the
acquisition date. Adjustments to the preliminary purchase price allocation could be material, particularly with respect
to our preliminary estimates of property, plant, and equipment, including mineral reserves. The following table
details the preliminary purchase price allocation as of the acquisition date:
(in millions)
Cash ............................................................................................... $
0.7
Receivables, net of allowance ....................................................
69.1
Inventories .....................................................................................
23.2
Other...............................................................................................
2.6
Property, plant, and equipment, including mineral reserves .
743.0
Goodwill .........................................................................................
351.5
Intangibles .....................................................................................
41.0
Other assets ..................................................................................
24.9
Accounts payable .........................................................................
(17.9)
Accrued liabilities ..........................................................................
(2.4)
Advance billings ............................................................................
(0.8)
Other liabilities ..............................................................................
(25.3)
Total net assets acquired ............................................................ $
1,209.6
Goodwill represents the excess of the purchase consideration over the preliminary valuation of the net assets
acquired. The goodwill acquired, which has been assigned to the Construction Products segment, is tax-deductible
and primarily attributable to Stavola's market position and existing workforce. The acquired intangibles include
beneficial use rights, recycling permits, and the Stavola trade name, which have a useful life of 34 years, 20 years,
and 5 years, respectively.
Non-recurring transaction costs incurred related to the Stavola acquisition were approximately $25.5 million during
the year ended December 31, 2024. These costs are included in selling, general, and administrative expenses in
the Consolidated Statement of Operations. Additionally, the Company incurred $6.2 million of debt issuance costs
for commitments on a bridge loan facility that was not drawn upon and terminated upon placement of the long term
financing to fund Stavola. See Note 7 Debt for additional information. These non-recurring costs are included in
interest expense on the Consolidated Statement of Operations.
On October 1, 2024, the Company also entered into three separate lease agreements for properties owned by the
sellers. These lease agreements were accounted for separately from the Stavola acquisition and the corresponding
right of use assets and lease liabilities of $12.6 million are reflected in the Consolidated Balance Sheet as of
December 31, 2024.
Revenues and operating profit included in the Consolidated Statement of Operations from the date of the Stavola
acquisition were approximately $78.2 million and $4.5 million during the year ended December 31, 2024,
respectively.
The following table represents the unaudited pro-forma consolidated operating results of the Company as if the
Stavola acquisition had been completed on January 1, 2023 and includes adjustments to:
•
Include additional depreciation, depletion, and amortization expense related to the fair value of acquired
property, plant, and equipment, mineral reserves, and intangible assets.
•
Include the impact to cost of sales from the sell-through of inventory that was stepped up in value.
•
Exclude transaction costs of $25.5 million from the year ended December 31, 2024 and reflect such
expenses in the year ended December 31, 2023.
•
Include additional interest expense related to debt financing transactions.
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71
The unaudited pro-forma information should not be considered indicative of the results that would have occurred if
the acquisition had been completed on January 1, 2023, nor is such unaudited pro-forma information necessarily
indicative of future results.
Year Ended
December 31, 2024
Year Ended
December 31, 2023
(in millions)
Revenues ............................................................................. $
2,769.8
$
2,563.3
Income before income taxes ............................................. $
113.3
$
93.5
In July 2024, we completed the acquisition of a Phoenix, Arizona based natural aggregates business in our
Construction Products segment, for a total purchase price of $35.0 million.
In April 2024, we completed the acquisition of Ameron Pole Products LLC ("Ameron"), a leading manufacturer of
highly engineered, premium concrete and steel poles for a broad range of infrastructure applications, including
lighting, traffic, electric distribution, and small-cell telecom, for a total purchase price of $180.0 million. With
operations in Alabama, California, and Oklahoma, Ameron is included in our Engineered Structures segment. The
acquisition was funded with $160.0 million of borrowings under our revolving credit facility and cash on hand. The
acquisition was recorded as a business combination based on a valuation of the assets acquired and liabilities
assumed at their acquisition date fair value using Level 3 inputs. The final valuation resulted in the recognition of,
among others, $60.8 million of property, plant, and equipment, $25.6 million of customer relationships, $18.1 million
of inventory, $12.8 million of developed technology, $12.0 million of accounts receivable, $8.9 million of trademarks
and $42.3 million of goodwill in our Engineered Structures segment. The goodwill acquired, which is tax-deductible,
primarily relates to Ameron's market position and existing workforce.
2023 Acquisitions
On December 20, 2023, we completed the acquisition of certain assets and liabilities of Lake Point Holdings, LLC
and Lake Point Restoration LLC, (collectively "Lake Point") a Florida based natural aggregates business in our
Construction Products segment, for a total purchase price of $65.1 million. The acquisition was funded with $60.0
million of borrowings under our revolving credit facility and cash on hand. The acquisition was recorded as a
business combination based on a valuation of the assets acquired and liabilities assumed at their acquisition date
fair value using Level 3 inputs. The final valuation resulted in the recognition of, among others, $13.3 million of
property, plant, and equipment, $19.1 million of mineral reserves, $11.5 million of permits, and $15.6 million of
goodwill in our Construction Products segment.
In October 2023, we completed the acquisition of certain assets and liabilities of a Florida based recycled
aggregates business and a Phoenix, Arizona based recycled aggregates business, both of which are included in our
Construction Products segment. The purchase prices of these acquisitions were not significant.
In September 2023, we completed the acquisition of certain assets and liabilities of a Houston, Texas based
stabilized sand producer in our Construction Products segment. The purchase price of the acquisition was not
significant.
In March 2023, we completed the stock acquisition of a Houston, Texas based shoring, trench, and excavation
products business in our Construction Products segment. In February 2023, we completed the acquisition of certain
assets and liabilities of a Phoenix, Arizona based recycled aggregates business in our Construction Products
segment. The purchase prices of these acquisitions were not significant.
2022 Acquisitions
In May 2022, we completed the stock acquisition of Recycled Aggregate Materials Company, Inc. ("RAMCO"), a
leading producer of recycled aggregates in the Los Angeles metropolitan area, which is included in our Construction
Products segment, for a total purchase price of $77.4 million. The acquisition was funded with $80.0 million of
borrowings under our revolving credit facility. The acquisition was recorded as a business combination based on a
valuation of the assets acquired and liabilities assumed at their acquisition date fair value using Level 3 inputs. The
final valuation resulted in the recognition of, among others, $54.2 million of permits with an initial weighted average
useful life of 20 years, $6.4 million of property, plant, and equipment, and $13.4 million of goodwill in our
Construction Products segment. The remaining assets and liabilities were not significant in relation to assets and
liabilities at the consolidated or segment level.
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72
Divestitures
On August 16, 2024, the Company completed the divestiture of its steel components business. The steel
components business, previously reported in the Transportation Products segment, was a leading supplier of railcar
coupling devices, railcar axles, and circular forgings. The total consideration for the divestiture was $110.0 million
consisting of $55.0 million in cash, a $25.0 million seller's note and a $30.0 million earnout of which the estimated
fair value as of December 31, 2024 was $15.4 million. See Note 3 Fair Value Accounting. During the year ended
December 31, 2024, the Company recognized a loss of $21.6 million on the sale of the business, which is reflected
in (gain) loss on sale of businesses on the Consolidated Statement of Operations. Revenues and operating profit
(loss) of the steel components business were $87.8 million and $(19.5) million, respectively, for the year ended
December 31, 2024, $153.3 million and $11.0 million, respectively, for the year ended December 31, 2023, and
$127.4 million and $0.9 million, respectively, for the year end December 31, 2022. As the steel components
business was not core to Arcosa's long-term strategy, its divestiture was not considered a strategic shift that would
have a major effect on the Company's operations or financial results either from a quantitative or qualitative
perspective. As such, it is not reported as a discontinued operation.
During the three months ended June 30, 2024, we completed the divestiture of certain assets and liabilities of a
single-location asphalt and paving operation in our Construction Products segment and the sale of a non-operating
facility in our Engineered Structures segment. The total consideration for these divestitures was $27.3 million. The
Company recognized a net pre-tax gain of $12.5 million which is reflected in (gain) loss on sale of businesses on
the Consolidated Statement of Operations.
There were no divestitures completed during the year ended December 31, 2023.
In October 2022, the Company completed the sale of its storage tanks business for $275.0 million. Net cash
proceeds received at closing were approximately $271.6 million, after transaction closing costs. The sale resulted in
a pre-tax gain of $189.0 million recognized during the year ended December 31, 2022. An additional gain of $6.9
million and $6.4 million was recognized during the years ended December 31, 2024 and 2023, respectively,
primarily due to the resolution of certain contingencies from the sale. The storage tanks business, historically
reported within the Engineered Structures segment as continuing operations until the date of sale, was a leading
manufacturer of steel pressure tanks for the storage and transportation of propane, ammonia, and other gases
serving the residential, commercial, energy, and agricultural markets with operations in the U.S. and Mexico.
Revenues and operating profit of the storage tanks business prior to the sale were $188.9 million and $41.1 million,
respectively, for the year ended December 31, 2022. As the sale of the storage tanks business was not considered
a strategic shift that would have had a major effect on the Company's operations or financial results, it is not
reported as a discontinued operation. In October 2022, the Company used $155.0 million of the cash proceeds from
the sale to repay the outstanding loans borrowed under its revolving credit facility. See Note 7 Debt for additional
information.
Other
In June 2023, the Company settled a $15.0 million holdback obligation from the 2021 acquisition of Southwest
Rock upon the extension of a certain mineral reserve lease. Based on final negotiations with the seller, the holdback
obligation was settled for $10.0 million and paid in June 2023. The $5.0 million difference between the settlement
amount and the amount accrued at the time of acquisition was recorded as a reduction in cost of revenues in the
Consolidated Statement of Operations.
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73
Note 3. Fair Value Accounting
Assets and liabilities measured at fair value on a recurring basis are summarized below:
Fair Value Measurement as of December 31, 2024
Level 1
Level 2
Level 3
Total
(in millions)
Assets:
Cash equivalents .......................................................... $
133.0 $
— $
— $
133.0
Contingent consideration(1)
........................................
—
—
15.4
15.4
Total assets ...................................................................... $
133.0 $
— $
15.4 $
148.4
Liabilities:
Contingent consideration(2)
......................................... $
— $
— $
1.4 $
1.4
Total liabilities ................................................................... $
— $
— $
1.4 $
1.4
Fair Value Measurement as of December 31, 2023
Level 1
Level 2
Level 3
Total
(in millions)
Liabilities:
Contingent consideration(2)
......................................... $
— $
— $
2.7 $
2.7
Total liabilities ................................................................... $
— $
— $
2.7 $
2.7
(1) Included in other assets on the Consolidated Balance Sheets.
(2) Included in accrued liabilities on the Consolidated Balance Sheets.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an
exit price) in the principal or most advantageous market for that asset or liability in an orderly transaction between
market participants on the measurement date. An entity is required to establish a fair value hierarchy that maximizes
the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The three
levels of inputs that may be used to measure fair values are listed below:
Level 1 – This level is defined as quoted prices in active markets for identical assets or liabilities. The Company’s
cash equivalents are instruments of the U.S. Treasury or highly-rated money market mutual funds.
Level 2 – This level is defined as observable inputs other than Level 1 prices such as quoted prices for similar
assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be
corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – This level is defined as unobservable inputs that are supported by little or no market activity and that are
significant to the fair value of the assets or liabilities. Contingent consideration relates to estimated future payments
expected from businesses previously acquired or sold. We estimate the fair value of the contingent consideration
using a model appropriate for the structure of the contingent consideration, which may include discounted cash flow
models, Monte Carlo simulations, or option pricing models. The fair values are sensitive to changes in the forecast
of the performance metrics and in other metrics such as discount rates and volatility. The fair values are reassessed
quarterly based on assumptions used in our latest projections.
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74
Note 4. Segment Information
The Company's operating segments are identified on the basis of information that is reviewed by our chief
operating decision maker, the Chief Executive Officer, to make decisions about resources to be allocated and
assess its performance. The Company reports operating results in three principal business segments:
Construction Products. The Construction Products segment primarily produces and sells natural and recycled
aggregates, specialty materials, asphalt mix, and construction site support equipment, including trench shields and
shoring products.
Engineered Structures. The Engineered Structures segment primarily manufactures and sells steel and concrete
structures for infrastructure businesses, including utility structures for electricity transmission and distribution,
structural wind towers, traffic and lighting structures, and telecommunication structures. These products share
similar manufacturing competencies and steel sourcing requirements and can be manufactured across our North
American footprint. Historically, the segment manufactured storage and distribution tanks. In October 2022, the
Company completed the divestiture of its storage tanks business. See Note 2 Acquisitions and Divestitures.
Transportation Products. The Transportation Products segment primarily manufactures and sells inland barges,
fiberglass barge covers, winches, marine hardware and other transportation and industrial equipment. In August
2024, the Company completed the sale of its steel components business, which manufactured and sold steel
components for railcars. See Note 2 Acquisitions and Divestitures.
The financial information for these segments is shown in the tables below. We operate principally in North
America.
Year Ended December 31, 2024
Construction
Products
Engineered
Structures
Transportation
Products
Corporate
Eliminations
Consolidated
Revenues ................................... $
1,105.1 $
1,047.3 $
417.6 $
— $
(0.1) $
2,569.9
Operating Costs .......................
Cost of revenues ...................
864.0
847.5
343.3
—
(0.1)
2,054.7
Selling, general, and
administrative ........................
116.2
88.4
22.5
92.9
—
320.0
Gain on disposition of
property, plant, equipment,
and other assets ...................
(9.8)
(0.5)
—
—
—
(10.3)
(Gain) loss on sale of
businesses .............................
(5.0)
(14.5)
21.6
—
—
2.1
Impairment charge ...............
5.8
—
—
—
—
5.8
Operating profit (loss) ............ $
133.9 $
126.4 $
30.2 $
(92.9) $
— $
197.6
Depreciation, depletion,
and amortization ................... $
134.7 $
45.4 $
12.6 $
2.3 $
— $
195.0
Assets ...................................... $
3,304.9 $
1,191.5 $
149.6 $
269.5 $
— $
4,915.5
Capital Expenditures ........... $
111.7 $
64.4 $
11.0 $
2.6 $
— $
189.7
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75
Year Ended December 31, 2023
Construction
Products
Engineered
Structures
Transportation
Products
Corporate
Eliminations
Consolidated
Revenues .................................... $
1,001.3 $
873.5 $
433.5 $
— $
(0.4) $
2,307.9
Operating Costs .........................
Cost of revenues .....................
783.9
718.3
362.3
—
(0.4)
1,864.1
Selling, general, and
administrative ..........................
107.0
65.9
25.4
62.8
—
261.1
Gain on disposition of
property, plant, equipment,
and other assets ......................
(28.2)
—
—
—
—
(28.2)
Gain on sale of storage
tanks business .........................
—
(6.4)
—
—
—
(6.4)
Operating profit (loss) ............... $
138.6 $
95.7 $
45.8 $
(62.8) $
— $
217.3
Depreciation, depletion, and
amortization ............................. $
111.7 $
26.6 $
16.0 $
5.2 $
— $
159.5
Assets ....................................... $
2,043.1 $
1,063.4 $
308.2 $
163.2 $
— $
3,577.9
Capital Expenditures .............. $
89.9 $
97.8 $
13.9 $
1.9 $
— $
203.5
Year Ended December 31, 2022
Construction
Products
Engineered
Structures
Transportation
Products
Corporate
Eliminations
Consolidated
Revenues .................................... $
923.5 $
1,002.0 $
317.3 $
— $
— $
2,242.8
Operating Costs .........................
Cost of revenues .....................
736.3
812.4
283.0
—
—
1,831.7
Selling, general, and
administrative ..........................
100.4
73.6
22.8
66.0
—
262.8
Gain on disposition of
property, plant, equipment,
and other assets ......................
(9.7)
(2.0)
—
—
—
(11.7)
Gain on sale of storage
tanks business .........................
—
(189.0)
—
—
—
(189.0)
Operating profit (loss) ............... $
96.5 $
307.0 $
11.5 $
(66.0) $
— $
349.0
Depreciation, depletion, and
amortization ............................. $
102.7 $
30.5 $
15.8 $
5.1 $
— $
154.1
Assets ....................................... $
1,895.7 $
956.1 $
264.0 $
224.8 $
— $
3,340.6
Capital Expenditures .............. $
84.6 $
44.5 $
8.8 $
0.1 $
— $
138.0
Corporate assets are composed of cash and cash equivalents, certain property, plant, and equipment, and other
assets. Capital expenditures exclude amounts paid for business acquisitions, but include amounts paid for the
acquisition of land and reserves in our Construction Products segment.
Revenues from one customer included in the Engineered Structures segment constituted 10.8%, 8.1%, and 9.3%
of consolidated revenues for the years ended December 31, 2024, 2023, and 2022, respectively.
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Revenues and operating profit (loss) for our U.S. and foreign operations for the years ended December 31, 2024,
2023, and 2022 are presented below. Our primary foreign operations are in Mexico, while Canadian operations are
not significant in relation to the Consolidated Financial Statements. The decreases in foreign operations revenue
from 2022 to 2023 are largely due to the sale of the storage tanks business. The operating profits presented below
exclude the gain on sale of the storage tanks business. See Note 2 Acquisitions and Divestitures.
Year Ended December 31,
2024
2023
2022
(in millions)
U.S.:
Revenues:
External ........................................................................................................................ $ 2,556.2 $ 2,271.5 $ 2,159.8
Intercompany ...............................................................................................................
47.6
40.5
25.0
$ 2,603.8 $ 2,312.0 $ 2,184.8
Operating profit (loss) .................................................................................................. $
191.8 $
208.5 $
153.9
Foreign operations:
Revenues:
External ........................................................................................................................ $
13.7 $
36.4 $
83.0
Intercompany ...............................................................................................................
77.8
62.4
116.1
$
91.5 $
98.8 $
199.1
Operating profit (loss) .................................................................................................. $
(1.1) $
2.4 $
6.1
Total assets and long-lived assets for our U.S. and foreign operations as of December 31, 2024 and 2023 are
presented below:
Total Assets
Long-Lived Assets
December 31,
2024
2023
2024
2023
(in millions)
U.S. .............................................................................................................. $ 4,762.6 $ 3,423.4 $ 2,024.9 $ 1,241.2
Foreign operations .................................................................................... $
152.9 $
154.5 $
104.5 $
95.1
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77
Note 5. Property, Plant, and Equipment
The following table summarizes the components of property, plant, and equipment as of December 31, 2024 and
2023.
December 31,
2024
December 31,
2023
(in millions)
Land ............................................................................................................................... $
158.3 $
140.2
Mineral reserves ..........................................................................................................
1,111.7
546.9
Buildings and improvements ......................................................................................
366.4
345.6
Machinery and other ....................................................................................................
1,292.8
1,121.0
Construction in progress .............................................................................................
129.7
115.5
3,058.9
2,269.2
Less accumulated depreciation and depletion ........................................................
(929.5)
(932.9)
$
2,129.4 $
1,336.3
The increase in mineral reserves is primarily due to the acquisition of Stavola in our Construction Products
segment.
We did not capitalize any interest expense as part of the construction of facilities and equipment during 2024 or
2023.
As of December 31, 2024 and 2023, the Company had non-operating facilities with a net book value of $12.7
million and $14.6 million, respectively, classified as property, plant, and equipment, net on our Consolidated Balance
Sheets. We estimate the fair market value of properties not currently in use based on the location and condition of
the properties, the fair market value of similar properties in the area, and the Company's experience selling similar
properties in the past. Our estimated fair value of these assets exceeds their book value.
Note 6. Goodwill and Other Intangible Assets
Goodwill
Goodwill by segment is as follows:
December 31,
2024
December 31,
2023
(in millions)
Construction Products ........................................................................................................ $
861.2 $
516.1
Engineered Structures ........................................................................................................
480.1
437.6
Transportation Products .....................................................................................................
19.9
37.0
$
1,361.2 $
990.7
The increase in Construction Products goodwill during the year ended December 31, 2024 is primarily due to the
acquisition of Stavola, partially offset by measurement period adjustments from the 2023 acquisitions and the
divestiture of a single-location asphalt and paving business completed in April 2024. The increase in Engineered
Structures goodwill during the year ended December 31, 2024 is due to the acquisition of Ameron. The decrease in
Transportation Products goodwill during the year ended December 31, 2024 is due to the divestiture of the steel
components business in August 2024. See Note 2 Acquisitions and Divestitures.
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78
Intangible Assets
Intangibles, net consisted of the following:
December 31,
2024
December 31,
2023
(in millions)
Intangibles with indefinite lives - Trademarks ...............................................................
$
43.8 $
34.9
Intangibles with definite lives:
Customer relationships ..................................................................................................
169.1
142.7
Permits .............................................................................................................................
178.1
166.9
Other .................................................................................................................................
49.6
2.3
396.8
311.9
Less accumulated amortization ......................................................................................
(102.3)
(76.1)
294.5
235.8
Intangible assets, net .......................................................................................................
$
338.3 $
270.7
Total amortization expense from intangible assets was $26.3 million, $20.9 million, and $19.7 million for the years
ended December 31, 2024, 2023 and 2022, respectively. Expected future amortization expense of intangibles as of
December 31, 2024 is as follows:
Amortization
Expense
(in millions)
2025 ......................................................................................................................................................... $
26.7
2026 .........................................................................................................................................................
22.7
2027 .........................................................................................................................................................
20.5
2028 .........................................................................................................................................................
20.5
2029 .........................................................................................................................................................
20.1
Thereafter ...............................................................................................................................................
184.0
Note 7. Debt
The following table summarizes the components of debt as of December 31, 2024 and December 31, 2023:
December 31,
2024
December 31,
2023
(in millions)
Revolving credit facility ................................................................................................ $
— $
160.0
Term Loan ......................................................................................................................
700.0
—
2021 Senior Notes - 4.375% due April 2029 ............................................................
400.0
400.0
2024 Senior Notes - 6.875% due August 2032 .......................................................
600.0
—
Finance leases (see Note 8 Leases) .........................................................................
7.1
13.1
1,707.1
573.1
Less: unamortized debt issuance costs ....................................................................
(18.2)
(4.4)
Total debt .......................................................................................................................... $
1,688.9 $
568.7
Revolving Credit Facility
In August 2023, we entered into a Second Amended and Restated Credit Agreement (as amended, the "Credit
Agreement") to increase our revolving credit facility from $500.0 million to $600.0 million, extend the maturity date of
our revolving credit facility from January 2, 2025 to August 23, 2028, and refinance and repay in full the remaining
balance of the term loan then outstanding under our prior credit facility.
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79
On August 15, 2024, we entered into an amendment to the Credit Agreement to, among other things, (i) increase
our revolving credit facility from $600.0 million to $700.0 million, (ii) collateralize the amended revolving credit facility
with substantially all of our and our subsidiary guarantors' personal property (with certain exceptions), (iii) make the
applicable margin for revolving borrowings, letters of credit and the commitment fee rate be based on our
consolidated net leverage ratio (permitting up to $150.0 million of unrestricted cash to be netted from the calculation
thereof), (iv) modify the margin for Secured Overnight Financing Rate ("SOFR")-based revolving borrowings and
letters of credit to range from 1.25% to 2.50% per annum, (v) modify the margin for base rate revolving borrowings
to range from 0.25% to 1.50%, (vi) modify the commitment fee that accrues on the unused portion of the revolving
credit facility to range from 0.20% to 0.45%, and (vii) modify the maximum permitted leverage ratio to include a net
debt concept (permitting up to $150.0 million of unrestricted cash to be netted from the calculation thereof), and to
provide that such ratio shall be no greater than 5.00 to 1.00 during the fourth quarter of 2024 and the next two fiscal
quarters, 4.50 to 1.00 for the next following two fiscal quarters, and 4.00 to 1.00 for each fiscal quarter thereafter
(however, this maximum permitted leverage ratio may be increased to 4.50 to 1.00 for up to four fiscal quarters if a
material acquisition is entered into). These amendments did not become effective until the closing of the Stavola
acquisition on October 1, 2024. The amended revolving credit facility's maturity date of August 23, 2028 remains
unchanged.
As of December 31, 2024, we had no outstanding loans borrowed and approximately $0.7 million of letters of
credit outstanding under our revolving credit facility, which left $699.3 million available for borrowing. The Company
borrowed $335.0 million under the revolving credit facility during the year ended December 31, 2024, including
$160.0 million in April 2024 to partially fund the Ameron acquisition. These borrowings were paid in full during 2024.
Our letters of credit expire in 2025, and the majority of our letter of credit obligations support the Company’s various
insurance programs and generally renew by their terms each year.
The interest rates for revolving loans under the Credit Agreement are variable based on the daily simple or term
SOFR, plus a 10-basis point credit spread adjustment, or an alternate base rate, in each case plus a margin for
borrowing. A commitment fee accrues on the average daily unused portion of the revolving credit facility. The margin
for revolving borrowings and commitment fee rate are determined based on the Company’s consolidated total net
leverage ratio (as measured by a consolidated funded indebtedness, less the aggregate amount of unrestricted
cash up to a maximum amount not to exceed $150.0 million, to consolidated EBITDA ratio). As of December 31,
2024, the margin for borrowing based on SOFR was set at 2.50% and the commitment fee rate was set at 0.45%.
The revolving credit facility portion of the Credit Agreement requires the maintenance of certain ratios related to
leverage and interest coverage. As of December 31, 2024, we were in compliance with all such financial covenants.
Borrowings under the Credit Agreement are guaranteed by certain domestic subsidiaries of the Company. On
October 1, 2024, we collateralized our obligations under the Credit Agreement with substantially all of our and our
subsidiary guarantors' personal property (with certain exceptions).
The carrying value of revolving borrowings under the Credit Agreement approximates fair value because the
interest rate adjusts to the market interest rate (Level 3 input). See Note 3 Fair Value Accounting.
In connection with the Credit Agreement, the Company incurred debt issuance costs of approximately $1.9 million.
As of December 31, 2024, total unamortized debt issuance costs related to the prior and amended revolving credit
facilities were $3.7 million. These costs are included in other assets on the Consolidated Balance Sheet and are
amortized into interest expense over the term of the Credit Agreement.
Term Loan
The Credit Agreement provides for a new secured term loan facility (the “Term Loan”) in an aggregate principal
amount of $700.0 million. The Term Loan was funded on October 1, 2024 with the closing of the Stavola acquisition,
of which $100.0 million was used to pay down the Company's revolving credit facility. The Term Loan requires,
among other things, (i) mandatory prepayments from excess cash flow on an annual basis, commencing with the
fiscal year ending December 31, 2025, (ii) mandatory prepayments with proceeds of certain asset sales and debt
issuances, and (iii) quarterly principal amortization payments in an amount equal to 0.25% of the initial Term Loan.
The Term Loan has a maturity date of October 1, 2031. The interest rate for the Term Loan is based on SOFR plus
2.25% per year. The Term Loan is prepayable at any time without penalty, except, in the event of a voluntary
repricing in the first six months after closing, in which case a premium in the amount of 1.0% of the initial Term Loan
is payable. The Term Loan is guaranteed by the same subsidiaries of the Company that guarantee our revolving
credit facility, and the Term Loan is secured on a pari passu basis with our revolving credit facility.
In connection with the issuance of the Term Loan, the Company incurred $7.0 million of debt issuance costs.
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80
Senior Notes
On August 26, 2024, the Company issued $600.0 million aggregate principal amount of 6.875% senior unsecured
notes (the "2024 Notes") that mature in August 2032. Interest on the 2024 Notes is payable semiannually in
February and August. In April 2021, the Company issued $400.0 million aggregate principal amount of 4.375%
senior unsecured notes (the "2021 Notes", and together with the 2024 Notes, the "Senior Notes") that mature in
April 2029. Interest on the 2021 Notes is payable semiannually in April and October. The Senior Notes are senior
unsecured obligations of the Company and are guaranteed on a senior unsecured basis by each of the Company’s
domestic subsidiaries that is a guarantor under our Credit Agreement. The terms of each indenture governing the
Senior Notes, among other things, limit the ability of the Company and each of its subsidiaries to create liens on
assets, enter into sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of its
assets and the assets of its subsidiaries. The terms of each indenture also limit the ability of the Company’s non-
guarantor subsidiaries to incur certain types of debt.
The Company has the option to redeem all or a portion of the Senior Notes at redemption prices set forth in the
applicable indenture, plus accrued and unpaid interest to the redemption date. If a Change of Control Triggering
Event (as defined in each applicable indenture) occurs, the Company must offer to repurchase the Senior Notes at
a price equal to 101% of the principal amount of the Senior Notes, plus accrued and unpaid interest to the date of
repurchase.
The estimated fair values of the 2024 Notes and 2021 Notes as of December 31, 2024 were $609.9 million and
$372.9 million, respectively, based on quoted market prices in a market with little activity (Level 2 input).
In connection with the issuance of the 2024 Notes and the 2021 Notes, the Company incurred $8.2 million and
$6.6 million, respectively, of debt issuance costs.
The remaining principal payments under existing debt agreements as of December 31, 2024 are as follows:
2025
2026
2027
2028
2029
Thereafter
(in millions)
Term Loan ...............................................................
7.0
7.0
7.0
7.0
7.0
665.0
2021 Senior Notes - 4.375% due April 2029 .....
—
—
—
—
400.0
—
2024 Senior Notes - 6.875% due August 2032 .
—
—
—
—
—
600.0
In connection with the agreement to acquire Stavola, on August 1, 2024, the Company entered into a commitment
letter with certain lenders to provide a senior secured 364-day bridge loan facility of up to $1.2 billion for the purpose
of providing the financing necessary to fund the Stavola acquisition. No funds were drawn upon the bridge loan
facility, which terminated upon the closing of the Stavola acquisition. During the year ended December 31, 2024, the
Company incurred $6.2 million of debt issuance costs related to the bridge loan facility, all of which is reflected in
interest expense on the Consolidated Statement of Operations.
Interest rate hedges
In December 2018, the Company entered into a $100.0 million interest rate swap instrument, effective as of
January 2, 2019, to reduce the effect of changes in the variable interest rates associated with the first $100.0 million
of borrowings under the Company's committed credit facility. In conjunction with the replacement of LIBOR with
SOFR as a benchmark for borrowings under our credit facility, on July 1, 2023 the swap instrument transitioned
from LIBOR to SOFR. The instrument effectively fixed the SOFR component of borrowings under our credit facility
at a monthly rate of 2.71% until such instrument's termination. The interest rate swap instrument expired in October
2023 and no new interest rate swap instrument has been entered into in connection with the Term Loan.
Note 8. Leases
We have various leases primarily for office space, land and buildings, and certain equipment. At inception, we
determine if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or
operating lease. For leases that contain options to purchase, terminate, or extend, such options are included in the
lease term when it is reasonably certain that the option will be exercised. Some of our lease arrangements contain
lease components and non-lease components which are accounted for as a single lease component as we have
elected the practical expedient to group lease and non-lease components for all leases.
As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on information
available at commencement date in determining the present value of lease payments.
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81
Future minimum lease payments for operating and finance lease obligations as of December 31, 2024 consisted
of the following:
Operating
Leases
Finance
Leases
(in millions)
2025 ...................................................................................................................................... $
13.0 $
5.4
2026 ......................................................................................................................................
11.1
1.5
2027 ......................................................................................................................................
7.9
0.4
2028 ......................................................................................................................................
6.1
0.1
2029 ......................................................................................................................................
5.7
—
Thereafter ............................................................................................................................
55.3
—
Total undiscounted future minimum obligations ...............................................................
99.1
7.4
Less imputed interest .........................................................................................................
(35.8)
(0.3)
Present value of net minimum lease obligations .............................................................. $
63.3 $
7.1
The following table summarizes our operating and finance leases and their classification within the Consolidated
Balance Sheet.
December 31,
2024
December 31,
2023
(in millions)
Assets
Operating - Other assets ............................................................................................... $
63.1 $
36.7
Finance - Property, plant, and equipment, net ..........................................................
12.3
16.5
Total lease assets .............................................................................................................
75.4
53.2
Liabilities
Current
Operating - Accrued liabilities .......................................................................................
8.6
8.4
Finance - Current portion of long-term debt ...............................................................
5.2
6.8
Non-current
Operating - Other liabilities ...........................................................................................
54.7
29.7
Finance - Debt ................................................................................................................
1.9
6.3
Total lease liabilities .......................................................................................................... $
70.4 $
51.2
Operating lease costs were $11.4 million and $9.4 million during the years ended December 31, 2024 and 2023,
respectively, and are included in cost of revenues and selling, general, and administrative expenses on the
Consolidated Statements of Operations. Costs related to variable lease rates or leases with terms less than twelve
months were not significant. Amortization of finance lease assets was $5.5 million and $5.2 million during the years
ended December 31, 2024 and 2023, respectively, and is included in cost of revenues and selling, general, and
administrative expenses on the Consolidated Statements of Operations. Interest expense on finance lease liabilities
was not significant during the years ended December 31, 2024 and 2023.
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82
The following table includes supplemental cash flow and non-cash information related to leases:
December 31,
2024
December 31,
2023
Cash paid for amounts included in the measurement of lease liabilities
Cash paid for operating leases .................................................................................... $
10.8 $
9.3
Cash paid for finance leases ........................................................................................ $
7.0 $
7.0
Right-of-use assets obtained in exchange for lease obligations
Operating leases ............................................................................................................ $
36.7 $
7.7
Finance leases ................................................................................................................ $
1.0 $
1.0
Other information about lease amounts recognized in our Consolidated Financial Statements is as follows:
December 31,
2024
December 31,
2023
Weighted average remaining lease term - operating leases .....................................
12.0 years
6.2 years
Weighted average remaining lease term - finance leases .........................................
1.5 years
2.0 years
Weighted average discount rate - operating leases ....................................................
6.8 %
5.3 %
Weighted average discount rate - finance leases ........................................................
4.4 %
3.8 %
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83
Note 9. Other, Net
Other, net (income) expense consists of the following items:
Year Ended December 31,
2024
2023
2022
(in millions)
Interest income .............................................................................................. $
(7.5) $
(4.7) $
(1.1)
Foreign currency exchange transactions ..................................................
4.3
(1.7)
3.3
Other ...............................................................................................................
(0.1)
(0.3)
(0.4)
Other, net (income) expense ....................................................................... $
(3.3) $
(6.7) $
1.8
Note 10. Income Taxes
The components of the provision for income taxes are as follows:
Year Ended December 31,
2024
2023
2022
(in millions)
Current:
Federal ....................................................................................................... $
3.7 $
3.0 $
11.3
State ...........................................................................................................
4.6
1.9
7.9
Foreign .......................................................................................................
2.8
—
6.4
Total current..................................................................................................
11.1
4.9
25.6
Deferred:
Federal .......................................................................................................
15.1
25.0
37.5
State ...........................................................................................................
6.4
4.1
5.7
Foreign .......................................................................................................
3.7
2.7
1.6
Total deferred ...............................................................................................
25.2
31.8
44.8
Provision ....................................................................................................... $
36.3 $
36.7 $
70.4
The provision for income taxes results in effective tax rates that differ from the statutory rates. The following is a
reconciliation between the statutory U.S. federal income tax rate and the Company’s effective income tax rate on
income before income taxes:
Year Ended December 31,
2024
2023
2022
Statutory rate ................................................................................................
21.0 %
21.0 %
21.0 %
State taxes, including prior year true-ups .............................................
7.5
2.3
3.8
AMP tax credits .........................................................................................
(8.2)
(3.5)
—
Statutory depletion ...................................................................................
(3.2)
(2.1)
(1.3)
Changes in valuation allowances and reserves ..................................
(1.1)
1.8
0.1
Prior year true-ups ....................................................................................
0.4
(0.5)
—
Foreign adjustments .................................................................................
1.5
1.8
(0.2)
Currency adjustments ..............................................................................
4.8
(2.6)
(0.8)
Compensation related items ...................................................................
0.5
—
0.2
Divestiture-related non-deductible goodwill .........................................
3.3
—
—
Other, net ...................................................................................................
1.4
0.5
(0.5)
Effective rate ................................................................................................
27.9 %
18.7 %
22.3 %
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84
The Company’s state income taxes include an increase in expense associated with the remeasurement of the
Company’s deferred tax liabilities primarily in connection with acquisitions and divestitures that occurred during the
year.
On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted. Among other things, the IRA
provides for certain manufacturing, production, and investment tax credit incentives, including new Advanced
Manufacturing Production ("AMP") tax credits for companies that domestically manufacture and sell clean energy
equipment, including wind towers. For the year ended December 31, 2024, the Company has recognized
$53.6 million in gross AMP tax credits for wind towers produced and sold in 2024 which are included as a reduction
to cost of revenues on the Consolidated Statement of Operations due to the refundable nature of the credits. In
December 2024, the Company entered into agreements with unrelated third parties to sell a portion of our 2024
AMP tax credits under Section 6418 of the Internal Revenue Code. We sold $45.0 million of AMP tax credits
resulting in a loss of $2.7 million which is reflected in cost of revenues on the Consolidated Statement of
Operations. For the year ended December 31, 2023, the Company recognized $32.4 million in gross AMP tax
credits for wind towers produced and sold in 2023. The Company utilized $9.8 million of the 2023 credits to offset
the US federal income tax liability in 2023 and $8.0 million in 2024. The remaining $14.6 million of AMP tax credits
are included in deferred tax assets on the Consolidated Balance Sheet.
The Organization for Economic Co-operation and Development issued Pillar Two model rules for a global
minimum tax of 15% effective January 1, 2024 ("Pillar Two"). While it is uncertain whether the U.S. will enact
legislation to adopt Pillar Two, certain countries in which we operate have adopted legislation, and other countries
are in the process of introducing legislation to implement Pillar Two. Pillar Two had no impact on our 2024 tax rate,
and we do not currently expect Pillar Two to significantly impact our tax rate going forward.
Income (loss) before income taxes for the years ended December 31, 2024, 2023, and 2022 was $130.9 million,
$182.6 million, and $271.1 million, respectively, for U.S. operations, and $(0.9) million, $13.3 million, and $45.1
million, respectively, for foreign operations, principally Mexico and Canada. The Company provides deferred income
taxes on the unrepatriated earnings of its foreign operations where it results in a deferred tax liability.
Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of
deferred tax liabilities and assets are as follows:
December 31,
2024
2023
(in millions)
Deferred tax liabilities:
Depreciation, depletion, and amortization ........................................................................ $
248.7 $
230.8
Total deferred tax liabilities .....................................................................................................
248.7
230.8
Deferred tax assets:
Workers compensation and other benefits .......................................................................
12.3
13.9
Warranties and reserves ......................................................................................................
1.1
1.1
Equity items ...........................................................................................................................
—
(0.3)
Tax carryforwards and credits .............................................................................................
36.9
52.8
Inventory .................................................................................................................................
6.1
1.9
Accrued liabilities and other ................................................................................................
1.5
(2.3)
Total deferred tax assets ........................................................................................................
57.9
67.1
Net deferred tax assets (liabilities) before valuation allowances .....................................
(190.8)
(163.7)
Valuation allowances ............................................................................................................
7.0
9.1
Adjusted net deferred tax assets (liabilities) ....................................................................... $
(197.8) $
(172.8)
At December 31, 2024, the Company had $3.2 million of federal consolidated net operating loss carryforwards,
primarily from businesses acquired, and $4.5 million of tax-effected state loss carryforwards remaining. In addition,
the Company had $7.7 million of tax-effected foreign net operating loss carryforwards that will begin to expire in the
year 2025.
We have established a valuation allowance for state and foreign tax operating losses and credits that we have
estimated may not be realizable.
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85
Income tax has not been recognized on the excess of the amount for financial reporting over the tax basis of
investments in foreign subsidiaries that is indefinitely reinvested outside the U.S. This amount is recognized upon a
repatriation of assets from the subsidiary or a sale or liquidation of the subsidiary. The amount of such temporary
differences totaled approximately $100.1 million as of December 31, 2024. Determination of the amount of any
unrecognized deferred income tax liability on this temporary difference is not practicable because of the
complexities of the hypothetical calculation.
Taxing authority examinations
We have multiple federal tax return filings that are subject to examination by the Internal Revenue Service. U.S.
federal tax returns of the Company for the 2021-2023 tax years currently remain open for possible examination. We
have various subsidiaries that file separate state tax returns that are subject to examination by taxing authorities.
State tax returns of these subsidiaries for 2019 and later tax years, generally currently remain open for possible
examination. We have various subsidiaries in Mexico that file separate tax returns that are subject to examination
by taxing authorities. Mexican tax returns of these subsidiaries for 2019 and later tax years currently remain open
for possible examination.
Unrecognized tax benefits
Unrecognized tax benefits represent the differences between tax positions taken or expected to be taken on a tax
return and the benefits recognized for financial statement purposes. There were no unrecognized tax benefits as of
December 31, 2024, 2023, and 2022.
The Company accounts for interest expense and penalties related to income tax issues as income tax expense.
Accordingly, interest expense and penalties associated with an uncertain tax position are included in the income tax
provision. There were no accrued interest and penalties as of December 31, 2024, 2023, and 2022.
Note 11. Employee Retirement Plans
The Company sponsors defined contribution plans and defined benefit plans that provide retirement income for
eligible employees and retirees of the Company.
Total employee retirement plan expense, which includes related administrative expenses, is as follows:
Year Ended December 31,
2024
2023
2022
(in millions)
Defined contribution plans .......................................................................... $
16.8 $
15.3 $
12.5
Multiemployer plans .....................................................................................
1.8
1.5
1.6
$
18.6 $
16.8 $
14.1
Defined Contribution Plans
Established under Internal Revenue Code Section 401(k), the Arcosa, Inc. 401(k) Plan (“401(k) Plan”) is a defined
contribution plan available to all eligible employees. Participants in the 401(k) Plan are eligible to receive future
retirement benefits through elected contributions and a company-funded match with the investment of the funds
directed by the participants.
The Company also sponsors a fully-funded, non-qualified deferred compensation plan. The invested assets and
related liabilities of these participants were approximately $7.0 million at December 31, 2024 and $5.4
million at December 31, 2023, which are included in other assets and other liabilities on the Consolidated Balance
Sheets. Distributions from the Company’s non-qualified deferred compensation plan to participants were
approximately $1.6 million for the year ended December 31, 2024 and $1.5 million for the year ended December 31,
2023.
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86
Multiemployer Plans
The Company contributes to various multiemployer defined benefit pension plans under the terms of collective-
bargaining agreements that cover certain union-represented employees at one of the facilities in our Engineered
Structures segment and four of the facilities in our Construction Products segment acquired in the Stavola
acquistion. The risks of participating in a multiemployer plan are different from a single-employer plan in the
following aspects:
•
Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees
of other participating employers.
•
If a participating employer stops contributing to a multiemployer plan, the unfunded obligations of the plan
may be borne by the remaining participating employers.
•
If the Company chooses to stop participating in the multiemployer plan, the Company may be required to
pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
Our participation in multiemployer plans for the year ended December 31, 2024 are outlined in the table below.
The Pension Protection Act (“PPA”) zone status is based upon the most recent information available at
December 31, 2024 and 2023 and is obtained from the multiemployer plan's regulatory filings available in the public
domain and certified by the plan's actuary. Among other factors, plans in the green zone are at least 80% funded,
plans in the yellow zone are less than 80% funded, and plans in the red zone are less than 65% funded. Federal
law requires that plans classified in the yellow or red zones adopt a funding improvement plan or a rehabilitation
plan in order to improve the financial health of the plan. The Company's contributions to the multiemployer plans
were less than 5% of total contributions to any plan. The last column in the table lists the expiration date of the last
expiring collective bargaining agreement to which the plan is subject.
PPA Zone
Status
Contributions for Year
Ended December 31,
Pension Fund
Employer
Identification
Number
2024
2023
Rehabilitation
plan status
2024
2023
2022
Surcharge
imposed
Expiration date
of collective
bargaining
agreement
(in millions)
Boilermaker-
Blacksmith National
Pension Trust ................
48-6168020
Red
Green
Implemented
$ 1.7
$ 1.5
$ 1.6
No
06/30/2025
Heavy and General
Laborers Local Unions
472 and 172 of New
Jersey Pension Fund ...
22-6032103
Green
Green
NA
$ 0.2
$
—
$
—
No
02/28/2027
Operating Engineers
825 Pension Fund ........
22-6033380
Green
Green
NA
$ 0.1
$
—
$
—
No
06/30/2026
Employer contributions to the multiemployer plans for the year ending December 31, 2025 are expected to be
$2.9 million.
ACG Pension Plan
In connection with the acquisition of ACG in December 2018, the Company assumed the assets and liabilities
related to a defined benefit pension plan. As of December 31, 2024, the plan assets totaled $4.5 million and the
projected benefit obligation totaled $3.2 million, for a net over funded status of $1.3 million, which is included in
other assets on the Consolidated Balance Sheet. The net pension expense for the year ended December 31, 2024
was not significant. Employer contributions for the ACG pension plan for the year ending December 31, 2025 are
not expected to be significant.
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87
Note 12. Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss for the years ended December 31, 2024, December 31, 2023,
and December 31, 2022 are as follows:
Currency
translation
adjustments
Unrealized
gain (loss)
on derivative
financial
instruments
Accumulated
other
comprehensive
loss
(in millions)
Balances at December 31, 2021 ............................................................... $
(16.3) $
(3.0) $
(19.3)
Other comprehensive income (loss), net of tax, before
reclassifications ......................................................................................
(0.7)
3.5
2.8
Amounts reclassified from accumulated other comprehensive
loss, net of tax expense (benefit) of $0.0, ($0.2), and ($0.2) ........
—
0.8
0.8
Other comprehensive income (loss) ...................................................
(0.7)
4.3
3.6
Balances at December 31, 2022 ...............................................................
(17.0)
1.3
(15.7)
Other comprehensive income (loss), net of tax, before
reclassifications ......................................................................................
0.8
0.1
0.9
Amounts reclassified from accumulated other comprehensive
loss, net of tax expense (benefit) of $0.0, $0.4, and $0.4 .............
—
(1.4)
(1.4)
Other comprehensive income (loss) ...................................................
0.8
(1.3)
(0.5)
Balances at December 31, 2023 ...............................................................
(16.2)
—
(16.2)
Other comprehensive income (loss), net of tax, before
reclassifications ......................................................................................
(1.5)
—
(1.5)
Amounts reclassified from accumulated other comprehensive
loss, net of tax expense (benefit) of $0.0, $0.0, and $0.0 .............
—
—
—
Other comprehensive income (loss) ...................................................
(1.5)
—
(1.5)
Balances at December 31, 2024 ............................................................... $
(17.7) $
— $
(17.7)
Reclassifications of unrealized before-tax losses on derivative financial instruments are included in interest
expense in the Consolidated Statements of Operations.
Note 13. Stock-Based Compensation
The Arcosa Inc. 2018 Stock Option and Incentive Plan (the “Plan”) provides for the grant of equity awards,
including stock options, restricted stock, restricted stock units, performance shares, and other performance-based
awards, to our directors, officers, and employees. The maximum number of shares of Arcosa common stock that
may be issued under the Plan is 4.8 million shares.
At December 31, 2024, we had 1.4 million shares available for grant. Any equity awards that have been granted
under the Plan that are subsequently forfeited, canceled, or tendered to satisfy tax withholding obligations are
added back to the shares available for grant.
The cost of employee services received in exchange for awards of equity instruments is referred to as share-
based payments and is based on the grant date fair-value of those awards. Stock-based compensation includes
compensation expense, recognized over the applicable vesting periods, for share-based awards. As a result of the
spin-off of Arcosa from Trinity Industries, Inc ("Trinity") in 2018, certain Arcosa employees continue to hold restricted
shares or units in Trinity common stock. The Company recognizes compensation expense for both the Arcosa
awards and the Trinity awards held by our employees. Stock-based compensation totaled $24.3 million, $23.9
million, and $19.1 million for the years ended December 31, 2024, 2023, and 2022, respectively.
The income tax benefit related to stock-based compensation expense was $6.9 million, $6.8 million, and $5.9
million for the years ended December 31, 2024, 2023, and 2022, respectively.
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88
Equity Awards
Equity awards outstanding as of December 31, 2024 consist of restricted stock, restricted stock units, and
performance units and generally vest for periods ranging from 1 to 15 years from the date of grant. Certain equity
awards vest in their entirety or on a pro-rata basis upon the employee's retirement from the Company and may take
into consideration the employee's age and years of service to the Company, as defined more specifically in the
Company's award agreements. Equity awards granted to non-employee directors under the Plan generally vest one
year from the grant date and are released at that time, in the case of restricted stock, or upon completion of the
directors' service to the Company, in the case of restricted stock units. Expense related to equity awards issued to
eligible employees and directors under the Plan is recognized ratably over the vesting period or to the date on which
retirement eligibility is achieved, if shorter. Performance units vest and settle in shares of our common stock
following the end of a three-year performance period contingent upon the achievement of specific performance
goals during the performance period and certification by the Human Resources Committee of the Board of the
achievement of the performance goals. Performance units are granted to employees based upon a target level of
performance; however, depending upon the achievement of the performance goals during the performance period,
performance units may be issued at an amount between 0% and 200% of the target level. Expense related to
performance units is recognized ratably over the vesting period. Forfeitures are recognized as reduction to expense
in the period in which they occur.
The activity for equity awards held by Arcosa employees for the year ended December 31, 2024 was as follows:
Arcosa Equity
Awards Held by
Arcosa Employees
Trinity Equity
Awards Held by
Arcosa Employees
Weighted
Average
Grant-Date
Fair Value
per Award
Equity awards outstanding at December 31, 2023 ............................
872,933
332,902 $
44.01
Granted ..................................................................................................
314,977
—
76.10
Vested ....................................................................................................
(368,830)
(101,852)
48.40
Forfeited .................................................................................................
(50,992)
(27,173)
42.95
Equity awards outstanding at December 31, 2024 ............................
768,088
203,877 $
52.37
At December 31, 2024, unrecognized compensation expense related to equity awards totaled $28.7 million, which
will be recognized over a weighted average period of 2.2 years. The total vesting-date fair value of shares vested
and released was $35.6 million, $36.2 million, and $39.0 million for the years ended December 31, 2024, 2023, and
2022, respectively.
Note 14. Earnings Per Common Share
Basic earnings per common share is computed by dividing net income remaining after allocation to unvested
restricted shares by the weighted average number of basic common shares outstanding for the period. Except when
the effect would be antidilutive, the calculation of diluted earnings per common share includes the weighted average
net impact of nonparticipating unvested restricted shares. Total weighted average restricted shares were 1.2 million
shares, 1.3 million shares, and 1.5 million shares, for the years ended December 31, 2024, 2023, and 2022,
respectively.
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89
The computation of basic and diluted earnings per share follows.
Year Ended December 31, 2024
(in millions, except per share amounts)
Income
(Loss)
Average
Shares
EPS
Net income ................................................................................................................... $
93.7
Unvested restricted share participation ................................................................
(0.3)
Net income per common share – basic
93.4
48.6 $
1.92
Effect of dilutive securities:
Nonparticipating unvested restricted shares ........................................................
—
0.2
Net income per common share – diluted
$
93.4
48.8 $
1.91
Year Ended December 31, 2023
(in millions, except per share amounts)
Income
(Loss)
Average
Shares
EPS
Net income ................................................................................................................... $
159.2
Unvested restricted share participation ................................................................
(0.6)
Net income per common share – basic
158.6
48.5 $
3.27
Effect of dilutive securities:
Nonparticipating unvested restricted shares ........................................................
—
0.2
Net income per common share – diluted
$
158.6
48.7 $
3.26
Year Ended December 31, 2022
(in millions, except per share amounts)
Income
(Loss)
Average
Shares
EPS
Net income ................................................................................................................... $
245.8
Unvested restricted share participation ................................................................
(1.0)
Net income per common share – basic ...................................................................
244.8
48.2 $
5.08
Effect of dilutive securities:
Nonparticipating unvested restricted shares ........................................................
—
0.3
Net income per common share – diluted ................................................................. $
244.8
48.5 $
5.05
Note 15. Commitments and Contingencies
The Company is involved in claims and lawsuits incidental to our business arising from various matters including
commercial disputes, alleged product defect and/or warranty claims, intellectual property matters, personal injury
claims, environmental issues, employment and/or workplace-related matters, and various governmental regulations.
The Company evaluates its exposure to such claims and suits periodically and establishes accruals for these
contingencies when probable losses can be reasonably estimated. At December 31, 2024, the reasonably possible
losses and any related accruals for such matters were not significant.
Estimates of liability arising from future proceedings, assessments, or remediation are inherently imprecise.
Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings,
including those related to the environment or, if we are found to be responsible or liable in any such litigation or
proceeding, that such costs would not be material to the Company.
Other commitments
Non-cancelable purchase obligations amounted to $252.9 million as of December 31, 2024, of which $165.1
million is for the purchase of raw materials and components, primarily by the Engineered Structures and
Transportation Products segments.
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90
In the normal course of business, at December 31, 2024, the Company was contingently liable for $141.5 million
in surety bonds, which guarantee its own performance and are required by certain states and municipalities and
their related agencies. The Company has indemnified the underwriting insurance companies against any exposure
under the surety bonds. The Company is not aware of any circumstances that would result in material claims
against these bonds.
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91
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures.
The Company maintains disclosure controls and procedures designed to ensure that it is able to collect and
record the information it is required to disclose in the reports it files or submits under the Securities Exchange Act of
1934 (the “Exchange Act”) with the SEC, to process, summarize, and disclose this information within the time
periods specified in the rules of the SEC, and that such information is accumulated and communicated to
management, including our Chief Executive and Chief Financial Officers, in a timely fashion. The Company’s Chief
Executive and Chief Financial Officers are responsible for establishing and maintaining these disclosure controls
and procedures and evaluating their effectiveness (as defined in Rule 13(a)-15 under the Exchange Act). Based on
their evaluation of the Company’s disclosure controls and procedures that took place as of the end of the period
covered by this report, the Chief Executive and Chief Financial Officers believe that these disclosure controls and
procedures were effective.
Management's Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining effective internal control over financial reporting
as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934. Our internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with accounting principles generally
accepted in the U.S.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance,
as opposed to absolute assurance, of achieving their internal control objectives.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.
In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (the 2013 Framework) (“COSO”) in Internal Control - Integrated Framework. Based on
our assessment, we believe that, as of December 31, 2024, our internal control over financial reporting was
effective based on those criteria.
As permitted by the SEC Staff interpretive guidance for recently acquired businesses, management's assessment
and conclusion on the effectiveness of the Company's disclosure controls and procedures as of December 31, 2024
excludes an assessment of the internal control over financial reporting of the Ameron and Stavola businesses
acquired in April 2024 and October 2024, respectively. Ameron and Stavola represent approximately 30% of
consolidated total assets and approximately 6% of consolidated revenues as of and for the year ended
December 31, 2024.
The effectiveness of internal control over financial reporting as of December 31, 2024, has been audited by
Ernst & Young LLP, the independent registered public accounting firm who also audited our Consolidated Financial
Statements. Ernst & Young LLP's attestation report on effectiveness of our internal control over financial reporting
follows.
Changes in Internal Control over Financial Reporting.
During the three months ended December 31, 2024, there have been no changes in the Company’s internal
control over financial reporting that have materially affected or are reasonably likely to materially affect the
Company’s internal control over financial reporting.
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92
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Arcosa, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Arcosa, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2024,
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, Arcosa, Inc. and
subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as
of December 31, 2024, based on the COSO criteria.
As indicated in the accompanying “Management’s Report on Internal Control over Financial Reporting,”
management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not
include the internal controls of the businesses acquired during the year ended December 31, 2024. Ameron Pole
Products LLC and Stavola Holding Corporation constituted approximately 30% of total assets and 6% of total
revenues as of and for the year ended December 31, 2024. Our audit of internal control over financial reporting of
the Company also did not include an evaluation of the internal control over financial reporting of these businesses
acquired during the year ended December 31, 2024.
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, 2024 and 2023, the related
consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the
three years in the period ended December 31, 2024, and the related notes and our report dated February 28, 2025
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.
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93
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
Dallas, Texas
February 28, 2025
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94
Item 9B. Other Information.
During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated
a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item
408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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95
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Information regarding the directors of the Company is incorporated by reference to the information set forth under
the caption “Proposal 1 - Election of Nominated Directors” in the Company's Proxy Statement to be filed for the
2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”). Information relating to the executive officers of
the Company is set forth in Part I of this report under the caption “Information About Our Executive Officers.”
Information relating to the Board's determinations concerning whether at least one of the members of the Audit
Committee is an “audit committee financial expert” as that term is defined under Item 407 (d)(5) of Regulation S-K is
incorporated by reference to the information set forth under the caption “Corporate Governance - Board Meetings
and Committees - Audit Committee” in the Company's 2025 Proxy Statement. Information regarding the Company's
Audit Committee is incorporated by reference to the information set forth under the caption “Corporate
Governance - Board Meetings and Committees - Audit Committee” in the Company's 2025 Proxy Statement. There
were no delinquent Section 16(a) reports during 2024.
The Company has adopted a Code of Conduct that applies to all of its directors, officers, and employees. The
Code of Conduct is on the Company's website at www.arcosa.com under “Additional Governance Documents”
within the “Corporate Governance” tab of our website. The Company intends to post any amendments or waivers
for its Code of Conduct to the Company's website at www.arcosa.com to the extent applicable to an executive
officer, principal accounting officer, controller, or director of the Company.
Information regarding the Company's insider trading policy is incorporated by reference to the information set
forth under the caption "Insider Trading Policy" in the Company's 2025 Proxy Statement. A copy of the Insider
Trading Policy has been filed as Exhibit 19 to this Annual Report on Form 10-K.
Item 11. Executive Compensation.
Information regarding compensation of executive officers and directors is incorporated by reference to the
information set forth under the caption “Executive Compensation” in the Company's 2025 Proxy Statement.
Information concerning compensation committee interlocks and insider participation is incorporated by reference to
the information set forth under the caption “Corporate Governance - Compensation Committee Interlocks and
Insider Participation” in the Company's 2025 Proxy Statement. Information about the compensation committee
report is incorporated by reference to the information set forth under the caption “Executive Compensation - Human
Resources Committee Report” in the Company's 2025 Proxy Statement.
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96
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
Information concerning security ownership of certain beneficial owners and management is incorporated herein
by reference from the Company's 2025 Proxy Statement, under the caption “Security Ownership of Certain
Beneficial Owners and Management.”
The following table sets forth information about Arcosa common stock that may be issued under Arcosa's equity
compensation plan as of December 31, 2024.
Equity Compensation Plan Information
(a)
(b)
(c)
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants and
Rights
Weighted-
Average
Exercise
Price of
Outstanding
Options,
Warrants and
Rights
Number of Securities
Remaining Available
for Future Issuance
under Equity
Compensation Plans
(Excluding Securities
Reflected in Column
(a))
Plan Category:
Equity compensation plans approved by security holders:
Restricted stock units and performance units ......................
759,457 (1) $
—
1,411,746 (2)
Equity compensation plans not approved by security
holders (3)....................................................................................
—
—
Total .................................................................................................
759,457
1,411,746
(1) Represents shares underlying awards that have been granted under the 2018 Stock Option and Incentive
Plan (the “Incentive Plan”). Amounts are comprised of (a) 344,798 shares of common stock issuable upon the
vesting and conversion of restricted stock units and (b) 414,659 shares of common stock issuable upon the
vesting and conversion of performance units, assuming payout at target performance. The restricted stock
units and performance units do not have an exercise price. The performance units are granted to employees
based upon a target level; however, depending upon the achievement of certain specified goals during the
performance period, performance units may be issued at an amount between 0% and 200% of the target
level.
(2) For purposes of calculating the number of shares remaining available for issuance under the Incentive Plan,
this calculation reserves for issuance the potential maximum payout (200% of target) of the outstanding
performance units. Upon certification of actual performance, reserved shares that are not issued will again be
available for issuance under the Incentive Plan.
(3) There are no equity compensation plans that were not approved by security holders.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information regarding certain relationships and related person transactions is incorporated by reference to the
information set forth under the caption “Transactions with Related Persons” in the Company's 2025 Proxy
Statement. Information regarding the independence of directors is incorporated by reference to the information set
forth under the caption “Corporate Governance - Independence of Directors” in the Company's 2025 Proxy
Statement.
Item 14. Principal Accountant Fees and Services.
Information regarding principal accountant fees and services is incorporated by reference to the information set
forth under the caption “Fees of Independent Registered Public Accounting Firm for Fiscal Years 2024 and 2023” in
the Company's 2025 Proxy Statement.
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97
PART IV
Item 15. Exhibit and Financial Statement Schedules.
(a) (1) Financial Statements.
See Item 8.
(2) Financial Statement Schedule.
All schedules are omitted because they are not required, not significant, not applicable, or the information is
shown in the Consolidated Financial Statements.
(3) Exhibits.
NO.
DESCRIPTION
2.1
Membership Interest Purchase Agreement regarding the sale and purchase of all the membership
interests of Ameron Pole Products LLC among National Oilwell Varco, L.P., as seller, CEMC
Services, LLC, as buyer, and solely for the purposes of Section 6.3(c) and Section 6.12, Arcosa
Inc., as buyer guarantor (incorporated by reference to Exhibit 2.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2024, File No. 001-38494).
2.2
Membership Interest and Asset Purchase Agreement by and among Arcosa MS9, LLC as the
Buyer, Arcosa, Inc. as the Buyer Parent and Stavola Holding Corporation and Stavola Holdings
Pennsylvania, LLC collectively as the Equity Sellers, Stavola Trucking Company, Inc., Stavola
Management Company, Inc. and Stavola Realty Company collectively as the Asset Sellers, and
Certain direct and indirect equity owners of the sellers set forth on Annex A hereto, collectively as
the Founders, and Stavola Holding Corporation, as the Sellers' Representative (incorporated by
reference to Exhibit 2.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2024, File No. 001-38494).
3.1
Restated Certificate of Incorporation of Arcosa, Inc. (incorporated by reference to Exhibit 3.1 to the
Company’s Registration Statement on Form S-8, filed on October 31, 2018, File No. 333-228098).
3.2
Amended and Restated Bylaws of Arcosa, Inc. (incorporated by reference to Exhibit 3.1 to the
Company’s Current Report on Form 8-K, filed December 12, 2022, File No. 001-38494).
4.1
Description of Arcosa, Inc.’s Capital Stock (incorporated by reference to Exhibit 4.1 to the
Company's Annual Report on Form 10-K for the year ended December 31, 2022, File No.
001-38494).
4.2
Indenture, dated April 6, 2021, among Arcosa, Inc., the guarantors named therein and Wells Fargo
Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K, filed April 9, 2021, File No. 001-38494).
4.3
Form of 4.375% Senior Note due 2029 (included in Exhibit 4.1 and incorporated by reference to
Exhibit 4.2 of the Company's Current Report on Form 8-K filed on April 9, 2021, File No.
001-38494).
4.4
First Supplemental Indenture dated as of September 30, 2021 among the Guaranteeing
Subsidiaries named therein, Arcosa, Inc. and Wells Fargo Bank, National Association (incorporated
by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2021, File No. 001-38494).
4.5
Second Supplemental Indenture dated as of May 17, 2022 among the Guaranteeing Subsidiaries
named therein, Arcosa, Inc. and Computershare Trust Company N.A. (incorporated by reference to
Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022,
File No. 001-38494).
4.6
Third Supplemental Indenture dated as of October 3, 2022 among Arcosa, Inc. and Computershare
Trust Company N.A. (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report
on Form 10-Q for the quarter ended March 31, 2023, File No. 001-38494).
4.7
Fourth Supplemental Indenture dated as of January 4, 2023 among the Guaranteeing Subsidiary
named therein, Arcosa, Inc., and Computershare Trust Company N.A. (incorporated by reference
to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2023, File No. 001-38494).
4.8
Fifth Supplemental Indenture dated as of August 24, 2023 among Arcosa Crushed Concrete, LLC,
Arcosa Aggregates Gulf Coast, LLC, Arcosa, Inc., and Computershare Trust Company N.A.
(incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2023, File No. 001-38494).
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98
4.9
Sixth Supplemental Indenture dated as of April 5, 2024 among ACC Texas, LLC, ACC DFW, LLC,
ACC Houston, LLC and Computershare Trust Company N.A. (incorporated by reference to Exhibit
4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, File No.
001-38494).
4.10
Seventh Supplemental Indenture dated as of October 1, 2024 among East SM, LLC, Arcosa, Inc.,
and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.3 to the
Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, File No.
001-38494).
4.11
Eighth Supplemental Indenture dated as of October 31, 2024 among Stavola Contracting Company
LLC, Stavola Construction Materials LLC, and Stavola Asphalt Company LLC, Arcosa, Inc., and
Computershare Trust Company, N.A. (filed herewith).
4.12
Indenture, dated August 26, 2024, among Arcosa, Inc., the guarantors named therein and
Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the
Company’s Current Report on Form 8-K, filed on August 26, 2024, File No. 001-38494).
4.13
Form of 6.875% Senior Notes due 2032 (incorporated by reference to Exhibit 4.2 of the Company's
Current Report on Form 8-K, filed on August 26, 2024, File No. 001-38494).
4.14
First Supplemental Indenture dated as of October 1, 2024 among East SM, LLC, Arcosa, Inc., and
Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, File No. 001-38494).
4.15
Second Supplemental Indenture dated as of October 31, 2024 among Stavola Contracting
Company LLC, Stavola Construction Materials LLC, and Stavola Asphalt Company LLC, Arcosa,
Inc., and Computershare Trust Company, N.A. (filed herewith).
10.1
Intellectual Property Matters Agreement, dated as of October 31, 2018, by and between Trinity
Industries, Inc. and Arcosa, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s
Current Report on Form 8-K, filed November 1, 2018, File No. 001-38494).
*10.2
Arcosa, Inc. 2018 Stock Option and Incentive Plan (incorporated by reference to Exhibit 99.1 to the
Company’s Registration Statement on Form S-8, filed on October 31, 2018, File No. 333-228098).
*10.3
Amendment Number One to the Arcosa, Inc. 2018 Stock Option and Incentive Plan (incorporated
by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2019, File No. 001-38494).
*10.4
Amendment Number Two to the Arcosa, Inc. 2018 Stock Option and Incentive Plan (filed herewith).
*10.5
Arcosa, Inc. Annual Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company’s
Current Report on Form 8-K, filed November 1, 2018, File No. 001-38494).
*10.6
Arcosa, Inc. 2018 Deferred Plan for Director Fees (incorporated by reference to Exhibit 10.8 to the
Company’s Current Report on Form 8-K, filed November 1, 2018, File No. 001-38494).
*10.7
Arcosa, Inc. Supplemental Profit Sharing Plan (incorporated by reference to Exhibit 10.9 to the
Company’s Current Report on Form 8-K, filed November 1, 2018, File No. 001-38494).
*10.8
Form of Non-Employee Director Restricted Stock Grant Agreement (incorporated by reference to
Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31,
2018, File No. 001-38494).
*10.9
Form of Restricted Stock Unit Grant Agreement (incorporated by reference to Exhibit 10.12 to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2018, File No.
001-38494).
*10.10
Form of Former Parent Restricted Stock Grant Agreement for grants issued prior to 2008
(incorporated by reference to Exhibit 10.7.1 to Trinity Industries, Inc. Annual Report on Form 10-K
for the year ended December 31, 2018, File No. 001-06903).
*10.11
Form of Former Parent Restricted Stock Grant Agreement for grants issued commencing 2008
(incorporated by reference to Exhibit 10.7.1.1 to Trinity Industries, Inc. Annual Report on Form 10-K
for the year ended December 31, 2018, File No. 001-06903).
*10.12
Form of Former Parent Restricted Stock Unit Agreement for Non-Employee Directors for grants
issued prior to 2008 (incorporated by reference to Exhibit 10.7.2 to Trinity Industries, Inc. Annual
Report on Form 10-K for the year ended December 31, 2018, File No. 001-06903).
*10.13
Form of Former Parent Restricted Stock Unit Agreement for Non-Employee Directors for grants
issued commencing 2008 (incorporated by reference to Exhibit 10.7.2.1 to Trinity Industries, Inc.
Annual Report on Form 10-K for the year ended December 31, 2018, File No. 001-06903).
*10.14
Form of Former Parent Restricted Stock Unit Agreement for grants issued commencing 2017
(incorporated by reference to Exhibit 10.2 to Trinity Industries, Inc. Form 8-K filed on May 3, 2017,
File No. 001-06903).
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99
*10.15
Form of Former Parent Performance-Based Restricted Stock Unit Grant Agreement for grants
issued commencing 2017 (incorporated by reference to Exhibit 10.3 to Trinity Industries, Inc. Form
8-K filed on May 3, 2017, File No. 001-06903).
*10.16
Form of Former Parent Non-Employee Director Restricted Stock Unit Agreement for grants issued
commencing 2017 (incorporated by reference to Exhibit 10.6 to Trinity Industries, Inc. Quarterly
Report on Form 10-Q for the quarter period ended June 30, 2017, File No. 001-06903).
*10.17
Form of Restricted Stock Unit Agreement for grants commencing 2019 (incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2019, File No.
001-38494).
*10.18
Form of Non-Employee Director Restricted Stock Unit Agreement for grants commencing 2019
(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on
May 8, 2019, File No. 001-38494).
*10.19
Form of Performance-Based Restricted Stock Unit Grant Agreement for grants commencing 2019
(incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on
May 8, 2019, File No. 001-38494).
*10.20
Amendment Number One to the Arcosa, Inc. Supplemental Profit Sharing Plan (incorporated by
reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2019, File No. 001-38494).
*10.21
Form of Restricted Stock Unit Agreement for grants commencing 2022 (incorporated by reference
to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 5, 2022, File No.
001-38494).
*10.22
Form of Performance-Based Restricted Stock Unit Agreement for grants commencing 2022
(incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on
May 5, 2022, File No. 001-38494).
10.23
Second Amended and Restated Credit Agreement dated as of August 23, 2023, among Arcosa,
Inc., as borrower, the lenders thereto, JPMorgan Chase Bank, N.A., as administrative agent, and
the other parties thereto (incorporated by reference to Exhibit 10.1 to the Company's Current
Report on Form 8-K filed on August 25, 2023, File No. 001-38494).
10.24
Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of August 15,
2024, among Arcosa, Inc., as borrow, the lenders party thereto, and JPMorgan Chase Bank, N.A.,
as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K, filed August 19, 2024, File No. 001-38494).
*10.25
Arcosa, Inc. 2022 Change in Control Severance Plan, dated March 3, 2022 (incorporated by
reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 7, 2022,
File No. 001-38494).
*10.26
Form of Performance-Based Restricted Stock Unit Grant Agreement (incorporated by reference to
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2023, File No. 001-38494).
*10.27
Form of Non-Employee Director Restricted Stock Unit Agreement for grants commencing in 2023
(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2023, File No. 001-38494).
19
Arcosa’s Insider Trading Policies and Procedures (filed herewith).
21
Listing of subsidiaries of Arcosa, Inc. (filed herewith).
23.1
Consent of Ernst & Young LLP (filed herewith).
23.2
Consent of John T. Boyd Company (filed herewith).
31.1
Rule 13a-15(e) and 15d-15(e) Certification of the Chief Executive Officer (filed herewith).
31.2
Rule 13a-15(e) and 15d-15(e) Certification of the Chief Financial Officer (filed herewith).
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
32.2
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
95
Mine Safety Disclosure Exhibit (filed herewith).
97
Arcosa, Inc. Clawback Policy (incorporated by reference to Exhibit 97 to the Company’s Annual
Report on Form 10-K for the year ended December 31, 2023, File No. 001-38494).
101.INS
Inline XBRL Instance Document (filed electronically herewith).
101.SCH
Inline XBRL Taxonomy Extension Schema Document (filed electronically herewith).
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith).
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith).
Table of Contents
100
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith).
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith).
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Management contracts and compensatory plan arrangements
Item 16. Form 10-K Summary.
None.
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101
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.
ARCOSA, INC.
By: /s/ Gail M. Peck
Registrant
Gail M. Peck
Chief Financial Officer
February 28, 2025
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/ Antonio Carrillo
President and Chief Executive Officer and
Director
February 28, 2025
Antonio Carrillo
(Principal Executive Officer)
/s/ Gail M. Peck
Chief Financial Officer
February 28, 2025
Gail M. Peck
(Principal Financial Officer)
/s/ Eric D. Hurst
Vice President, Controller
February 28, 2025
Eric D. Hurst
(Principal Accounting Officer)
/s/ Rhys J. Best
Non-Executive Chairman
February 28, 2025
Rhys J. Best
/s/ Joseph Alvarado
Director
February 28, 2025
Joseph Alvarado
/s/ Jeffrey A. Craig
Director
February 28, 2025
Jeffrey A. Craig
/s/ Steven J. Demetriou
Director
February 28, 2025
Steven J. Demetriou
/s/ John W. Lindsay
Director
February 28, 2025
John W. Lindsay
/s/ Kimberly S. Lubel
Director
February 28, 2025
Kimberly S. Lubel
/s/ Julie A. Piggott
Director
February 28, 2025
Julie A. Piggott
/s/ Melanie M. Trent
Director
February 28, 2025
Melanie M. Trent
102