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What changed in Arcosa, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Arcosa, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+371 added−337 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-28)

Top changes in Arcosa, Inc.'s 2025 10-K

371 paragraphs added · 337 removed · 289 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

75 edited+14 added−8 removed44 unchanged
Biggest changeOur 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.
Biggest changeOur 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.
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.
The asphalt business essentially functions as a customer of our aggregates operations, purchasing crushed stone, sand and RAP, which make up a large portion of the asphalt mix. Product transfers between the aggregates businesses and the asphalt business are made at local market prices.
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.
Arcosa continues 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.
“ 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.
“ 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 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 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 and two manufacturing plants in the U.S. dedicated to concrete structures.
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.
We currently estimate that we have 1.3 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.
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.
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.
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.
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. 5 Table of Contents • Construction Site Support: We hold a strong market position in the manufacturing of trench shields and shoring products for the U.S. construction industry.
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. 7 Table of Contents Engineered Structures.
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. Engineered Structures.
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.
Population and household formation growth contributed to a strong residential housing market prior to 2022, however, the elevated interest rates in recent years has caused a near term slow down, with housing permits, an indication of future construction activity, down approximately 8% in Texas in 2025 compared to the previous year.
“ 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.
“ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” for revenues attributable to inland barges and steel components products and additional information regarding the pending sale. • Inland Barges: We have a leading position in the U.S. market for the manufacture of inland barges and fiberglass barge covers.
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.
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.
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.
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.
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.
Where practical, we have operations located close to our local markets and, in certain locations, offer portable crushing services at job sites for re-use onsite. The proximity of our active quarries, stationary crushing locations, and strategic reserves to demand centers serves as a natural barrier to entry.
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.
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.
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 also produce reclaimed asphalt pavement ("RAP"), primarily for sale to our asphalt operations. Recycled aggregates are a substitute to natural aggregates, primarily for hard rock uses. Recycled aggregates currently supply a small percentage of total aggregates supplied nationwide.
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.
We believe we are well-positioned to benefit from significant upgrades in the electrical grid to support enhanced reliability, demand for more electric generation, the expansion of new transmission and distribution structures to support the expansion of data centers and the rise in electricity consumption, investment in telecommunication infrastructure, and the replacement and growth of the U.S. highway and road system.
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. 6 Table of Contents In 2024, we had shipments of approximately 38 million tons of aggregates and specialty materials, including approximately 5 million tons of recycled aggregates.
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 ("AI"), changes in retail patterns, changes in office occupancy trends, financing costs, and numerous other factors. • Specialty and 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.
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.
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 in revenues from the business in 2024.
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. 13 Table of Contents Eric D.
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. 13 Table of Contents
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.
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.
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.
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.
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.
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. 11 Table of Contents In August 2024, we completed the sale of our steel components business.
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.
Markets Over a multi-year period, we believe that approximately 45% of our Construction Products segment revenues are used for infrastructure construction, 25% for non-residential construction, 20% for residential construction, and the remainder for specialty and 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.
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.
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 59 President and Chief Executive Officer 2018 Kerry S. Cole 57 Group President 2018 Jesse E.
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.
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.
Our fiberglass reinforced lift covers are used primarily for grain barges. 9 Table of Contents 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.
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.
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.
The following table presents the approximate headcount breakdown of employees by segment: December 31, 2025 Construction Products 2,275 Engineered Structures 3,150 Transportation Products 850 Corporate 115 6,390 As of December 31, 2025, approximately 5,145 employees were employed in the U.S., 1,225 employees in Mexico, and 20 employees in Canada. Employee Health and Safety.
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.
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 strategic pillars of our long-term vision. Overview.
“ 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.
“ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” for revenue attributable to aggregates, specialty materials and asphalt, and construction site support. • Natural Aggregates: We are an established producer and distributor of natural aggregates serving both public infrastructure and private construction markets.
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").
Collins, Jr. 59 Group President 2018 Reid S. Essl 44 Group President 2018 Eric D. Hurst 42 Vice President and Controller 2023 Gail M. Peck 58 Chief Financial Officer 2018 Bryan P. Stevenson 52 Chief Legal Officer 2018 Antonio Carrillo serves as Arcosa’s President and Chief Executive Officer, as well as a member of Arcosa's Board of Directors (the "Board").
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.
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.
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.
The outlook for construction spending in Texas is stable with 2026 fiscal year planned Texas Department of Transportation (“TxDOT”) lettings of approximately $10.9 billion. The TxDOT annual update to its 10-year Unified Transportation Program ("UTP") approved in 2025 identified $101.5 billion of infrastructure projects, a 2.5% decrease from the prior year's UTP update, but still near record levels.
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.
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. Arcosa is a Delaware corporation and was incorporated in 2018.
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.
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.
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.
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.
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.
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 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.
We operate in Texas and New Jersey, our largest geographic exposure, and eight other states. We manage the business from four regions: Texas, the East, the Gulf Coast, and the West. We operate primarily from open pit quarries and have one underground mine.
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.
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.
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).
The dry and liquid barge replacement cycles are expected to remain fundamentally strong as investments in the aging barge fleet over the last several 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.
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.
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.
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.
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. • 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.
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.
Essl held a variety of operational, financial, strategic planning, and business development positions. Eric D. Hurst serves as Arcosa's Corporate Controller 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.
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.
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.
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.
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.
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.
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.
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.
Due to increased demand for utility structures, we are currently in the process of converting an idled wind tower facility to utility structures, which is expected to be operational in the second-half of 2026. 7 Table of Contents • Wind Towers: We are one of the leading manufacturers of structural wind towers in North America with three 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.
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.
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.
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.
During 2025, the supply of steel was sufficient to support our manufacturing requirements. After several years of volatile steel prices, the price of plate steel declined throughout 2025. Steel prices may be volatile in the future in part as a result of market conditions.
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.
As of December 31, 2025 and 2024, our backlog of firm orders was as follows: December 31, 2025 December 31, 2024 (in millions) Engineered Structures: Utility and related structures $ 434.9 $ 414.0 Wind towers $ 627.8 $ 776.8 Transportation Products: Inland barges $ 296.9 $ 280.1 In our Engineered Structures segment, 95% of the unsatisfied performance obligations for our utility and related structures are expected to be recognized during 2026, and all of the remaining performance obligations are expected to be recognized during 2027.
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.
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.
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.
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 those wind energy incentives that continue to remain in place.
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.
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. On February 23, 2026, Mr. Collins notified the Company of his retirement effective April 3, 2026. Reid S.
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.
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. 9 Table of Contents Raw Materials and Suppliers The principal material used in our Transportation Products segment is steel.
At this time, we are involved in various stages of investigation and cleanup related to environmental remediation matters at certain of our facilities.
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.
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.
From 2006 to 2012, Mr. Hurst worked in the audit practice of Ernst & Young. Gail M. Peck serves as Arcosa’s Chief Financial Officer. Previously, she served as the Senior Vice President, Finance and Treasurer at Arcosa from 2018 to 2021. From 2010 until 2018, Ms. Peck served as Vice President, Finance and Treasurer of Trinity.
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.
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.
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.
Arcosa fosters employee development through a variety of leadership and training programs as well as tuition reimbursement at education institutions, professional society memberships, and relevant conference and symposia attendance. Listening and responding to its employees gives Arcosa insight into how better to attract and motivate the workforce. In 2025, Arcosa completed its third biennial Employee Engagement Survey.
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. 8 Table of Contents 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.
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.
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.
"Commitments and Contingencies" to the Consolidated Financial Statements for further information regarding reserves for environmental matters. See Item 1A. "Risk Factors" for further discussion of risk factors with regard to environmental, governmental, and other matters. 12 Table of Contents Information About Our Executive Officers.
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.
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. We believe our traffic and lighting structures business is well-positioned to benefit from public infrastructure spending, replacement demand, and population growth.
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.
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.
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.
Additionally, the New Jersey Turnpike Authority (“NJTA”) approved a $2.8 billion budget for 2026, a 3.7% increase from prior 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 6 Table of Contents products; and state and local governments.
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.
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.
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.
From 2004 to 2009, she served as Vice President and Treasurer for Centex Corporation, a diversified building company. 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.
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.
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.
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.
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, investments in grid-hardening and connecting renewables to the grid, and the expansion of data centers and rise in electricity consumption. Our principal executive offices are located at 500 N.
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.
For our wind towers business, 42% of the unsatisfied performance obligations are expected to be recognized during 2026, approximately 53% are expected to be recognized during 2027, and the remainder are expected to be recognized during 2028. For inland barges in our Transportation Products segment, all of the unsatisfied performance obligations are expected to be recognized during 2026. Marketing.
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.
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.
We also use independent sales representatives and distributors. 10 Table of Contents Human Capital. The Company employed approximately 6,250 employees as of December 31, 2024.
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. Human Capital. The Company employed approximately 6,390 employees as of December 31, 2025.
(“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.
We compete with both domestic and foreign producers of towers. Revenues from GE Vernova, Inc. (“GE Vernova”), a customer in our 8 Table of Contents Engineered Structures segment, constituted 12.2%, 10.8%, and 8.1% of consolidated revenues for the years ended December 31, 2025, 2024, and 2023, respectively.
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 .
Akard Street, Suite 400, Dallas, Texas 75201. Our telephone number is 972-942-6500, and our Internet website address is www.arcosa.com .
In addition, soil or groundwater contamination may be present at several of our properties as a result of historical, ongoing, or nearby activities. 12 Table of Contents We cannot ensure that our eventual environmental remediation costs and liabilities will not exceed the amount of our current reserves for such matters.
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 14.
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.
These efforts are achieved by promoting safe work practices among employees and contractors and maintaining property and equipment in safe operating conditions. 10 Table of Contents In 2019, we launched a reenergized safety initiative referred to as "ARC 100" to build a positive and proactively engaged culture of safety excellence.
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.
In 2025, we had shipments of approximately 42 million tons of aggregates, specialty materials and asphalt, of which over 80% was natural and recycled aggregates. Our largest markets are Texas and New Jersey, which represent approximately 35% and 20% of 2025 segment revenues. All other states each are less than 10% of segment revenues.
Removed
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. 4 Table of Contents Overview.
Added
Additionally, on February 24, 2026, we announced an agreement to sell our inland barge and marine components business which is expected to close in the second quarter of 2026. See Item 7. " Management’s Discussion and Analysis of Financial Condition and Results of Operations ". 4 Table of Contents Our Segments.
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Recycled aggregates are a substitute to natural aggregates, primarily for hard rock uses. 5 Table of Contents • 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.
Added
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.
Removed
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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFuture 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.
Biggest changeFuture 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. 18 Table of Contents 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.
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.
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 involving these materials could damage our facilities, resulting in operational delays and increased costs.
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.
The laws and regulations governing cybersecurity, data privacy and protection, and the unauthorized access or 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.
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.
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 or from 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.
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.
If government funding is not approved or funding is lowered as a result of a change in priorities under the current U.S. 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.
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.
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 administrative, civil and/or 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.
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.
The inability to secure and maintain locations and permits for natural and 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.
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 23 Table of Contents of which there could be a material adverse effect on Arcosa’s business.
Although Arcosa maintains reserves for its probable and 24 Table of Contents 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 of which there could be a material adverse effect on Arcosa’s business.
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 material breaches of cybersecurity, including the accidental loss, inadvertent disclosure or unauthorized access or 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.
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.
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 28 Table of Contents 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.
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.
We use and otherwise handle 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.
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.
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 19 Table of Contents 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 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 15 Table of Contents and capable workforce, engineering expertise, and appropriate planning and scheduling of manufacturing resources.
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 and capable workforce, engineering expertise, and appropriate planning and scheduling of manufacturing resources.
To the extent that Arcosa does not have such arrangements in place, a change in steel prices could materially lower Arcosa’s profitability. 17 Table of Contents 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.
To the extent that Arcosa does not have such arrangements in place, a change in steel prices could materially lower Arcosa’s profitability. 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.
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.
Our use and management of these substances and materials are 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.
While Arcosa 16 Table of Contents 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.
While Arcosa 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.
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.
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, 26 Table of Contents cessation of operations, or other actions which could harm our business.
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. 29 Table of Contents Item 1B. Unresolved Staff Comments. None.
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. 31 Table of Contents Item 1B. Unresolved Staff Comments. None.
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.
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, which increase our costs to manufacture and distribute our products. We may be unable to pass these rising costs on to our customers.
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.
We may communicate certain initiatives and goals regarding GHGs 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.
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.
In the past, following periods of volatility in the 30 Table of Contents 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.
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.
Any significant delay in deliveries not otherwise contractually mitigated by favorable force majeure or other provisions could result 17 Table of Contents 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.
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.
These delays may create unplanned downtime, increasing costs and inefficiencies in Arcosa’s operations, and increased levels of excess inventory. 15 Table of Contents Additionally, Arcosa maintains an inventory of certain products that meet standard specifications and are ultimately purchased by a variety of end users.
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.
There is a potential that climate change legislation and regulation could adversely impact the cost of certain manufacturing inputs, including the increasing cost of energy and electricity.
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.
Upon encountering an environmental condition or receiving a notice of an environmental condition, we may be required to investigate and/or correct or remediate 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.
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. 19 Table of Contents For more information on the restrictive covenants in the Financing Documents, see “Item 7.
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. For more information on the restrictive covenants in the Financing Documents, see “Item 7.
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.
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.
In the event of any customer's breach, we may also choose to 18 Table of Contents renegotiate any disputed contract on less favorable terms (including with respect to price and volume) in order to preserve the relationship with that customer.
In the event of any customer's breach, we may also choose to renegotiate any disputed contract on less favorable terms (including with respect to price and volume) in order to preserve the relationship with that customer.
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.
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, conflicts in Venezuela and the Middle East or tensions with China, 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.
Although Arcosa regularly monitors and reviews its operations, procedures, and policies for compliance with 25 Table of Contents Arcosa’s environmental permits and related laws and regulations, the risk of environmental liability is inherent in the operation of Arcosa’s businesses.
Although Arcosa regularly monitors and reviews its operations, procedures, and policies for compliance with Arcosa’s environmental permits and related laws and regulations, the risk of environmental liability is inherent in the operation of Arcosa’s businesses.
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.
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.
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 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.
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.
In addition, if Arcosa is not able to successfully integrate its transactions, including the Stavola acquisition, 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.
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.
Business, regulatory, and legal developments regarding climate change, and physical impacts from climate change, could have an adverse effect on our business. Legislation and rules to regulate emission of GHGs may require Arcosa to meet new standards that may require substantial reductions in carbon emissions.
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.
GE Vernova accounted for approximately 12.2% of our consolidated revenues in 2025 up from 10.8% of consolidated revenues in 2024. 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.
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.
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 who may periodically offer more favorable terms of employment.
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.
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 under the jurisdiction of governmental 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.
While Arcosa cannot predict the extent to which inflation may increase, increases and volatility in the 21 Table of Contents 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.
While Arcosa cannot predict the extent to which inflation may increase, increases and volatility in the price of steel and liquid asphalt have impacted and could impact in the future a customer's decision to place or delay orders for new barges, wind towers, or asphalt paving.
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.
During a pandemic, governments in the U.S. and elsewhere in the world may impose strict measures to help control the spread of a virus, including quarantines, travel restrictions and business curtailments. Such actions may impair or prevent Arcosa from continuing its operations.
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.
Although we believe that we are in material compliance with all applicable regulations and operating permits material to our business operations, if it is determined 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 or otherwise adversely affect our ability to operate, 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.
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 inability to deliver its backlog on time could affect its revenues, future sales and profitability and its relationships with customers. At December 31, 2025, Arcosa's backlog was approximately $1.1 billion within our Engineered Structures and $296.9 million within our Transportation Products segments.
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.
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.
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.
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. 20 Table of Contents 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.
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.
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. administration has maintained and, in some cases, significantly expanded tariffs on foreign imports of steel and aluminum.
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.
In addition, Arcosa's success in recovering natural aggregates and specialty materials depends on the ability to maintain permits for existing mines and secure and permit new reserve locations 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.
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.
The current U.S. presidential administration may continue to impose additional tariffs under other U.S. trade laws. 23 Table of Contents 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.
Arcosa and its customers depend on government spending, funding and routine operations from federal, state and local government agencies, and any disruption in government funding or other functions could harm Arcosa's business.
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.
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.
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.
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.
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’s operations outside of the U.S. are subject to risks associated with cross-border business transactions and activities. Political, legal, trade or environmental regulatory developments, 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.
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.
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.
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 20 Table of Contents availability of our transportation and distribution networks.
The outbreak of a pandemic, epidemic, or any future 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 availability of our transportation and distribution networks.
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.
Also, since 2025, changes in U.S. trade policy have resulted in reciprocal tariffs on exports from the U.S. and could again result in reactions from U.S. trading partners, including adopting responsive trade policies, like reciprocal tariffs, making it more difficult or costly for us to export or import our products from or into Mexico and Canada.
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.
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.
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.
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.
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.
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.
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 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 have negatively affected and could continue to negatively affect Arcosa’s supplies, cost of goods sold, and 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.
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.
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.
For example, tax legislation enacted in August 2022 provided 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.
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.
Furthermore, 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. For example, our barge business depends on services provided by the U.S.
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.
Some foreign countries where Arcosa operates have regulatory authorities that regulate products sold or used in those countries. 22 Table of Contents 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.
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 Arcosa is unable to secure financing on acceptable 21 Table of Contents 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.
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.
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.
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 24 Table of Contents affected or suspended.
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 affected or suspended. We generally do not have insurance for losses and interruptions caused by terrorist attacks, military conflicts, and wars.
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.
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. 25 Table of Contents 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.
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.
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.
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.
Furthermore, any material changes in the tariffs, quotas, trade remedies, 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 materially adversely affect Arcosa’s ability to export products that Arcosa manufactures in Mexico.
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.
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.
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.
Arcosa periodically evaluates for potential impairment the carrying values of Arcosa’s long-lived assets, including intangible assets, to be held and used.
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.
Furthermore, certain of Arcosa’s businesses depend on government spending for infrastructure and other similar building activities, including Stavola's business activities in New Jersey. 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.
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.
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.
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 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. 28 Table of Contents 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.
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.
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. 26 Table of Contents 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.
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.
Arcosa's business benefits from free 22 Table of Contents 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.
Such 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, since 2025, the U.S. government has implemented additional tariffs on goods being imported into the U.S. from China, Mexico and Canada.
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.
Pandemics, epidemics, or other public health emergencies, as well as the governmental shutdowns related thereto or otherwise, may adversely affect Arcosa’s business. Arcosa’s business may be adversely affected if a pandemic, epidemic, or other public health emergency occurs.
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.
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.
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.
Although the pending expiration of these incentives may pull demand forward in the near term, such expiration could in the longer term reduce the demand for Arcosa’s products and/or decrease the amount of AMP tax credits or other tax benefits for which Arcosa or its contractual counterparties may be eligible, thereby creating the potential for a material adverse effect on Arcosa’s business and future financial results.
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.
In addition, Arcosa is subject to a variety of performance bonds, payment guarantees and other contingent obligations in the operation of its business. 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.
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.
The extent to which a pandemic, epidemic, or other public health emergency, as well as government shutdowns related thereto or otherwise, could impact our business will depend on numerous evolving factors that we may not be able to accurately predict.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe 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.
Biggest changeThe CIO 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 CIO and Senior Director of Information Security have been in their respective roles at Arcosa for over 7 years.
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.
The CIO 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.
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.
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 CIO 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.
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.
Arcosa's Chief Information Officer ("CIO") 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.
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. 30 Table of Contents Governance Risk Management Personnel Arcosa's cybersecurity risk management program is overseen by management at multiple levels.
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. 32 Table of Contents Governance Risk Management Personnel Arcosa's cybersecurity risk management program is overseen by management at multiple levels.
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.
In addition, the CIO 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.
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 CIO 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.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeSince 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. 32 Table of Contents 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.
Biggest changeSpecialty 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.
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. 33 Table of Contents Processing operations to produce sand and gravel and crushed stone consist of mechanized crushing, washing, and sizing.
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. 35 Table of Contents Processing operations to produce sand and gravel and crushed stone consist of mechanized crushing, washing, and sizing.
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.
However, certain operations may have more limited reserves and may not be able to expand. Approximately 1.1 billion tons or 85% of the reported mineral reserves are attributable to active mining operations.
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.
Information about the total square footage of our facilities as of December 31, 2025 is as follows: Approximate Square Feet (1) Approximate Square Feet Located In (1) Owned Leased U.S. Non-U.S.
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.
We have obtained all material permits currently required to conduct our present mining operations. Mineral Reserves We controlled an estimated 1.3 billion tons of mineral reserves as of December 31, 2025.
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.
Reported mineral reserves include only quantities that are owned in fee or under lease – approximately 684 million tons or 55% are located on owned land and approximately 566 million tons or 45% are located on leased land.
Economic viability of the reported mineral reserves has been demonstrated using three-year trailing average product prices on a per-property basis. 34 Table of Contents Mineral Resources We controlled an estimated 333 million tons of mineral resources as of December 31, 2024, exclusive of our reported mineral reserves.
Economic viability of the reported mineral reserves has been demonstrated using three-year trailing average product prices on a per-property basis. 36 Table of Contents Mineral Resources We controlled an estimated 364 million tons of mineral resources as of December 31, 2025, exclusive of our reported mineral reserves.
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%.
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) 2025 2024 2023 Natural aggregates 29.9 26.4 27.5 Specialty materials 3.4 4.0 4.0 33.3 30.4 31.5 Our ownership or leasehold interest in our mining properties – both active and undeveloped – is 100%.
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.
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.
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.
Our mineral resource estimates are based on an initial assessment using average selling price assumptions ranging from $5.03 to $102.87 per ton, depending on the location and market.
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.
The economic viability of our reserves was determined using average selling prices ranging from $5.03 to $112.57 per ton, depending on the location and market. Our mineral reserves, on average, represent approximately 35 years at current production levels within the natural aggregates business and approximately 113 years at current production levels within the specialty materials business.
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.
As of December 31, 2025, the Company did not have any individually material mining properties. 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.
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.
“ Risk Factors - Risks Related to our Business and Operations.” Mining Properties During the year ended December 31, 2025, we produced 33.3 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.
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.
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.
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.
The following table summarizes our mineral resources by major commodity group and geographic region as of December 31, 2025: Estimated Mineral Resources (million tons) Measured Indicated Inferred Total Natural aggregates: Texas 2.3 16.0 18.1 36.4 All other — 88.8 166.2 255.0 2.3 104.8 184.3 291.4 Specialty materials 23.5 — 48.8 72.3 25.8 104.8 233.1 363.7 Our inferred mineral resources have been estimated on the basis of limited geologic evidence.
(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.
(2) Includes processing facilities, quarries, and mines. 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”).
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.
Mineral resources, that are not mineral reserves, do not have a demonstrated economic viability at this time; however, of the 233.1 million tons of inferred mineral resources, 184.6 million tons or 79% are attributable to 18 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.
As of December 31, 2025, 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 156.7 27.7 184.4 67 % 33 % All other 278.7 425.1 703.8 38 % 62 % 435.4 452.8 888.2 44 % 56 % Specialty materials 278.4 83.8 362.2 81 % 19 % 713.8 536.6 1,250.4 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.
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.
We also own and operate recycled aggregates (i.e., recycled concrete products) facilities which are not dependent on mineral reserves. 34 Table of Contents The following map illustrates the locations of our active mining operations as of December 31, 2025, 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, 2025: Number of Properties Producing Inactive Total Natural aggregates: Texas 23 11 34 All other 29 8 37 52 19 71 Specialty materials 11 4 15 63 23 86 Our active mining operations include 62 surface mines and one underground mine.
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. 31 Table of Contents 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.
Construction Products 859,300 349,700 1,197,400 11,600 Engineered Structures 2,578,400 375,400 2,298,800 655,000 Transportation Products 699,000 96,000 795,000 — Corporate — 39,800 39,800 — 4,136,700 860,900 4,331,000 666,600 (1) Excludes non-operating facilities. 33 Table of Contents Our estimated weighted average production capacity utilization for the twelve-month period ended December 31, 2025 is reflected by the following percentages: Production Capacity Utilized (1) Construction Products (2) 65 % Engineered Structures 65 % Transportation Products 45 % (1) Excludes non-operating facilities.
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.
Our active operations as of December 31, 2025 included 52 that produce and distribute natural aggregates and 11 that produce, process, and distribute specialty materials. In addition to our active operations, we control interests in 23 inactive or greenfield (undeveloped) mining properties.
Removed
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.
Removed
Specialty Materials – includes operations which produce lightweight aggregates, select natural aggregates, and milled or processed specialty building products and agricultural products.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 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. 35 Table of Contents PART II
Biggest changeItem 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. 37 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+1 added−3 removed2 unchanged
Biggest changeAll 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 37 Table of Contents 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.
Biggest changeAll rights reserved. 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Arcosa, Inc. $ 100 $ 96 $ 100 $ 152 $ 178 $ 196 S&P Small Cap 600 Index $ 100 $ 127 $ 106 $ 123 $ 134 $ 142 Russell 3000 Index Construction and Materials Sector $ 100 $ 144 $ 115 $ 174 $ 217 $ 239 39 Table of Contents 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, 2025: 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, 2025 through October 31, 2025 — $ — — $ 50,000,000 November 1, 2025 through November 30, 2025 3,445 $ 104.99 — $ 50,000,000 December 1, 2025 through December 31, 2025 674 $ 106.95 — $ 50,000,000 Total 4,119 $ 105.31 — $ 50,000,000 (1) These columns include the following transactions during the three months ended December 31, 2025: (i) the surrender to the Company of 4,119 shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees and (ii) the purchase of no shares of common stock on the open market as part of the stock repurchase program.
Arcosa cannot guarantee that it will continue to pay any dividend in the future. 36 Table of Contents 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.
Arcosa cannot guarantee that it will continue to pay any dividend in the future. 38 Table of Contents 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.
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.
Holders At December 31, 2025, we had 839 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.
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.
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 and NYSE Texas, Inc. under the ticker symbol “ACA.” Our transfer agent and registrar is Broadridge Corporate Issuer Solutions, LLC.
(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.
(2) In December 2024, the Board authorized a $50.0 million share repurchase program effective January 1, 2025 through December 31, 2026 to replace an expiring program of the same amount. Item 6 . Reserved. 40 Table of Contents
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").
The following graph compares the Company's cumulative total stockholder return during the five-year period ended December 31, 2025 with the S&P Small Cap 600 Index and the Russell 3000 Index Construction and Materials Sector. The data in the graph assumes $100 was invested in each index at the closing price on December 31, 2020 and assumes the reinvestment of dividends.
Removed
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.
Added
Copyright Standard and Poor’s, Inc. Used with permission.
Removed
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. Copyright Standard and Poor’s, Inc. Used with permission.
Removed
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. 38 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

80 edited+33 added−29 removed41 unchanged
Biggest changeYear 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%.
Biggest changeYear Ended December 31, Percent Change 2025 2024 2023 2025 versus 2024 2024 versus 2023 (in millions) Construction Products $ 1,120.5 $ 971.2 $ 862.7 15.4 % 12.6 % Engineered Structures 1,019.7 920.9 777.8 10.7 18.4 Transportation Products 337.2 387.4 387.7 (13.0) (0.1) Segment Totals before Eliminations and Corporate Expenses 2,477.4 2,279.5 2,028.2 8.7 12.4 Corporate 64.1 92.9 62.8 (31.0) 47.9 Eliminations — (0.1) (0.4) Consolidated Total $ 2,541.5 $ 2,372.3 $ 2,090.6 7.1 13.5 Depreciation, depletion, and amortization (1) $ 223.0 $ 195.0 $ 159.5 14.4 22.3 (1) Depreciation, depletion, and amortization are included within operating profit and allocated between cost of revenues and selling, general, and administrative expenses depending on whether the underlying assets contribute to the production of revenue. 2025 versus 2024 • Operating costs increased 7.1%. • Operating costs for Construction Products increased primarily due to additional costs from the acquired Stavola business. • Operating costs for Engineered Structures increased primarily due to higher volumes in utility structures and wind towers and additional costs from the acquired Ameron business, partially offset by lower steel input costs for utility structures. • Operating costs for Transportation Products decreased primarily due to the divestiture of the steel components business, partially offset by higher tank barge volumes. • Depreciation, depletion, and amortization increased primarily due to the acquisition of Stavola. • Corporate costs decreased 31.0% primarily due to lower acquisition and divestiture-related expenses, partially offset by higher compensation-related expenses. 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 2023. • 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. • Corporate costs increased 47.9% primarily due to higher acquisition and divestiture-related transaction expenses. 44 Table of Contents Operating Profit (Loss) Year Ended December 31, Percent Change 2025 2024 2023 2025 versus 2024 2024 versus 2023 (in millions) Construction Products $ 189.7 $ 133.9 $ 138.6 41.7 % (3.4) % Engineered Structures 170.2 126.4 95.7 34.7 32.1 Transportation Products 46.1 30.2 45.8 52.6 (34.1) Segment Totals before Eliminations and Corporate Expenses 406.0 290.5 280.1 39.8 3.7 Corporate (64.1) (92.9) (62.8) (31.0) 47.9 Consolidated Total $ 341.9 $ 197.6 $ 217.3 73.0 (9.1) 2025 versus 2024 • Operating profit increased 73.0%.
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).
On August 15, 2024, we entered into Amendment No. 1 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).
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.
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 14. "Commitments and Contingencies" to the Consolidated Financial Statements.
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.
Based on the Company's annual goodwill impairment test, performed at the reporting unit level as of October 1, 2025, 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.
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. 56 Table of Contents
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. 58 Table of Contents
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 2025 Refinancing 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 2024 Term Loan.
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; 55 Table of Contents • 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.
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; • adoption and use of AI and machine learning technology; • 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; 57 Table of Contents • if the Company's sustainability efforts are not favorably received by stockholders; • if the Company does not realize some or all of the benefits expected from certain provisions of the IRA, including due to the modification or termination of the AMP tax credits for wind towers and due to changes in demand for wind towers resulting from modifications in tax incentives; • costs and challenges in expanding existing business and identifying new organic growth opportunities; and • the delivery or satisfaction of any backlog or firm orders.
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.
Excluding the $21.8 million gain recognized on the sale of depleted land in 2023, 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.
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.
Cost of revenues also increased $5.0 million due to a benefit recognized in 2023 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.
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.
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, 2025, the Company's adjusted net deferred tax liability was $223.6 million.
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.
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, 2025, goodwill totaled $1,348.9 million.
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.
The interest rate swap instrument expired in October 2023 and no new interest rate swap instrument has been entered into in connection with the 2025 Refinancing Term Loan. See Note 7. "Debt" to the Consolidated Financial Statements. Stock-Based Compensation We have a stock-based compensation plan for our directors, officers, and employees. See Note 12.
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.
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, 2025, property, plant, and equipment, net and intangible assets, net represent 42% and 6% of the Company's total assets, respectively.
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.
As of December 31, 2025, the margin for borrowing based on SOFR was set at 1.75% and the commitment fee rate was set at 0.30%. 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, 2025, we were in compliance with all such financial covenants.
Recent Accounting Pronouncements See Note 1 to the Consolidated Financial Statements for information about recent accounting pronouncements. 54 Table of Contents 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.
"Overview and Summary of Significant Accounting Policies" to the Consolidated Financial Statements for information about recent accounting pronouncements. 56 Table of Contents 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.
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 percent of revenues, cost of revenues decreased to 78.2% in 2024, compared to 78.3% in 2023. • Selling, general, and administrative expenses increased 8.6%, due to additional costs from recently acquired businesses and higher compensation-related costs.
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.
At December 31, 2025, the Company had $10.3 million of federal consolidated net operating loss carryforwards, primarily from businesses acquired, and $5.0 million of tax-effected state loss carryforwards remaining. In addition, the Company had $10.5 million of tax-effected foreign net operating loss carryforwards that will begin to expire in the year 2026.
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.
As a percent of revenues, cost of revenues decreased to 82.2% in 2024, compared to 83.6% in 2023. • 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. • The increase in other operating expense is due to the loss recognized on the sale of the steel components business in 2024. • Operating profit decreased 34.1%, driven by the $21.6 million loss recognized on the sale of the steel components business during 2024.
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.
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, 2025 2024 2023 (in millions) Total cash provided by (required by): Operating activities $ 341.1 $ 502.0 $ 261.0 Investing activities (121.4) (1,508.9) (285.8) Financing activities (192.4) 1,089.4 (30.8) Net increase (decrease) in cash and cash equivalents $ 27.3 $ 82.5 $ (55.6) 2025 versus 2024 Operating Activities.
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.
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.
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.
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.
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.
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 of 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. • Other operating income includes additional gains recognized in 2024 and 2023 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 2024, 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.
See Note 1 and Note 6 to the Consolidated Financial Statements. 53 Table of Contents 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.
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.
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.
Any potential impairment to the value of such assets could be significant. 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.
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.
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.
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.
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. In August 2024, the Company completed the sale of its steel components business.
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.
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 10. "Employee Retirement Plans" to the Consolidated Financial Statements.
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.
The methods for recognition of depreciation, depletion, and amortization are based on estimates regarding the expected future economic benefit to the Company. 54 Table of Contents Property, plant, and equipment are stated at cost and depreciated or depleted over their estimated useful lives, primarily using the straight-line method.
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.
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 9. "Income Taxes" to the Consolidated Financial Statements. Recent Accounting Pronouncements See Note 1.
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.
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.
Operating Costs Operating costs are comprised of cost of revenues; selling, general, and administrative expenses; impairment charges; and gains or losses on property disposals.
Operating Costs Operating costs are comprised of cost of revenues; selling, general, and administrative expenses; impairment charges; and gains or losses on disposition of assets and sale of businesses.
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 2025 Refinancing Term Loan has a maturity date of October 1, 2031. The interest rate for the 2025 Refinancing Term Loan is based on SOFR plus 2.00% per year, or an alternate base rate, plus 1.00% per year.
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.
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 $180.0 million in cash. With operations in Alabama, California, and Oklahoma, Ameron is included in our Engineered Structures segment.
Corporate Year Ended December 31, Percent Change 2024 2023 2022 2024 versus 2023 2023 versus 2022 ($ 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 $30.5 million increase in acquisition and divestiture-related transaction expenses.
Corporate Year Ended December 31, Percent Change 2025 2024 2023 2025 versus 2024 2024 versus 2023 ($ in millions) Corporate overhead costs $ 64.1 $ 92.9 $ 62.8 (31.0) % 47.9 % 2025 versus 2024 • Corporate overhead costs decreased 31.0% primarily due to a $30.6 million decrease in acquisition and divestiture-related expenses, partially offset by higher compensation-related expenses. 2024 versus 2023 • Corporate overhead costs increased 47.9% primarily due to a $30.5 million increase in acquisition and divestiture-related transaction expenses.
The current year activity was primarily driven by an increase in advance billings and decreases in receivables and inventories. 48 Table of Contents Investing Activities.
The 2024 activity was primarily driven by an increase in advance billings and decreases in receivables and inventories. Investing Activities.
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.
"Stock Based Compensation" to the Consolidated Financial Statements. Employee Retirement Plans In 2025, we sponsored an employee savings plan under the 401(k) plan that covered substantially all employees and included a company matching contribution and an annual contribution for certain eligible employees, with the investment of the funds directed by the participants.
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.
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 $13.8 million during the year ended December 31, 2023. See Note 1. "Overview and Summary of Significant Accounting Policies" to the Consolidated Financial Statements.
Overall Summary Revenues Year Ended December 31, Percent Change 2024 2023 2022 2024 versus 2023 2023 versus 2022 ($ 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%.
Overall Summary Revenues Year Ended December 31, Percent Change 2025 2024 2023 2025 versus 2024 2024 versus 2023 ($ in millions) Construction Products $ 1,310.2 $ 1,105.1 $ 1,001.3 18.6 % 10.4 % Engineered Structures 1,189.9 1,047.3 873.5 13.6 19.9 Transportation Products 383.3 417.6 433.5 (8.2) (3.7) Segment Totals before Eliminations 2,883.4 2,570.0 2,308.3 12.2 11.3 Eliminations — (0.1) (0.4) Consolidated Total $ 2,883.4 $ 2,569.9 $ 2,307.9 12.2 11.4 2025 versus 2024 • Revenues increased by 12.2%. • Revenues from Construction Products increased primarily due to the contribution from the acquired Stavola business, which closed in October 2024. • Revenues from Engineered Structures increased primarily due to higher volumes in our utility structures and wind towers businesses, partially offset by lower steel pass-through costs.
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.
The IRA included a long-term extension of the Production Tax Credit ("PTC") for new wind farm projects and introduced new Advanced Manufacturing Production ("AMP") tax credits for companies that domestically manufacture and sell clean energy equipment in the U.S.
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). 50 Table of Contents The Credit Agreement provides for a Term Loan in an aggregate principal amount of $700.0 million.
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).
In utility structures, order and inquiry activity continues to be healthy, as customers remain focused on grid hardening and reliability initiatives.
In utility structures, order and inquiry activity continues to be healthy, as customers remain focused on grid hardening and reliability initiatives, along with increasing demand for electricity stemming from AI-driven projects.
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.
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. "Overview of Summary of Significant Policies" and Note 6. "Goodwill and Other Intangible Assets" to the Consolidated Financial Statements.
See Note 11 to the Consolidated Financial Statements. 51 Table of Contents 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.
Contractual Obligations and Commercial Commitments As of December 31, 2025, we had the following contractual obligations and commercial commitments: Contractual Obligations and Commercial Commitments Total Next 12 Months Beyond 12 Months (in millions) Debt $ 1,536.5 $ 7.0 $ 1,529.5 Operating leases 93.4 12.2 81.2 Finance leases 2.0 1.5 0.5 Obligations for purchase of goods and services 222.1 194.5 27.6 Total $ 1,854.0 $ 215.2 $ 1,638.8 53 Table of Contents In the normal course of business, at December 31, 2025, the Company was contingently liable for $198.0 million in surety bonds, which guarantee the Company's own performance and are required by certain states and municipalities and their related agencies.
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.
For our wind towers business, 42% of the unsatisfied performance obligations are expected to be recognized during 2026, 53% are expected to be recognized during 2027, and the remainder are expected to be recognized during 2028. For inland barges in our Transportation Products segment, all of the unsatisfied performance obligations are expected to be recognized during 2026.
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.
Net cash provided by operating activities for the year ended December 31, 2025 was $341.1 million, compared to $502.0 million for the year ended December 31, 2024. • The changes in current assets and liabilities resulted in a net use of cash of $154.5 million for the year ended December 31, 2025, compared to a net source of cash of $185.0 million for the year ended December 31, 2024.
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.
The Company recorded impairments of $1.6 million and $5.8 million during the years ended December 31, 2025 and 2024, respectively, related to plant closures in our Construction Products segment. The Company had no impairment charges during the year ended December 31, 2023.
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. 52 Table of Contents 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.
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.
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.
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.
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.
Repurchase Program In December 2024, the Board authorized a $50.0 million share repurchase program effective January 1, 2025 through December 31, 2026 to replace an expiring program of the same amount. For the year ended December 31, 2025, the Company did not repurchase any shares, leaving the full amount of the $50.0 million authorization available as of December 31, 2025.
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.
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. 51 Table of Contents 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.
Previously reported in the Transportation Products segment, the steel components business was a leading supplier of railcar coupling devices, railcar axles, and circular forgings.
Previously reported in the Transportation Products segment, the steel components business was a leading supplier of railcar coupling devices, railcar axles, and circular forgings. 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.
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.
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, 2025, we had no outstanding loans borrowed under our revolving credit facility, which left $700.0 million available for borrowing.
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.
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. We may also consider undertaking disciplined acquisitions, organic investment projects, additional return of capital to stockholders, or funding other general corporate purposes to the extent we have available liquidity.
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 divested steel components business, operating profit increased 64.3% for the year ended December 31, 2025. • Operating profit in Construction Products increased primarily due to the impact of the acquired Stavola business. • Operating profit in Engineered Structures increased due to higher utility structures and wind tower volumes as well as operating improvements in our utility structures business. • Operating profit in Transportation Products increased due to higher tank barge volumes, partially offset by the impact of the steel components divestiture. • Operating profit also increased due to lower acquisition and divestiture-related expenses which decreased by $44.4 million for the year ended December 31, 2025. 2024 versus 2023 • Operating profit decreased 9.1%. • Excluding the $21.8 million gain recognized on the sale of depleted land in 2023, 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 13.0 % primarily due to higher volumes and improved margins in barge, partially offset by lower steel components volumes.
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.
Shortly following the passage of the IRA, we received new wind tower orders of $1.1 billion for delivery in 2023 through 2028, and we opened a new plant in New Mexico that started delivering towers in the second quarter of 2024.
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.
We have been successful in managing inflationary cost pressures through proactive price increases. • Within our Engineered Structures segment, our backlog for utility and related structures as of December 31, 2025 was $434.9 million, up 5% from the prior year, and provides strong production visibility for 2026.
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.
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, 2025. 55 Table of Contents Income Taxes The liability method is used to account for income taxes.
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.
Financial Operations and Highlights • Revenues for the year ended December 31, 2025 increased by 12.2% to $2.9 billion compared to the year ended December 31, 2024, due to higher revenues in Construction Products and Engineered Structures, 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, 2025 totaled $341.9 million an increase of $144.3 million, with all segments contributing to the increase. • Selling, general, and administrative expenses decreased 4.0% as higher costs from the acquired Ameron and Stavola businesses were more than offset by lower costs from steel components and a decline in acquisition and divestiture-related expenses.
The current year activity was primarily driven by increased inventories due to higher volumes and increased receivables due to the recognition of AMP tax credits, partially offset by increased accounts payable. Investing Activities.
The current year activity was primarily driven by increases in receivables and inventory and a decrease in advanced billings, partially offset by higher accounts payable. Investing Activities.
As a percent of revenues, selling, general, and administrative costs decreased to 10.7% compared to 10.9% in the previous year. • Operating profit increased by 43.6%, partially due to a gain recognized on the sale of depleted land.
As a percentage of revenues, selling, general, and administrative costs decreased to 10.5% compared to 10.7% in the previous year. • Other operating income decreased primarily due to lower asset sale gains compared to 2023. • Operating profit decreased 3.4%.
Transportation Products Year Ended December 31, Percent Change 2024 2023 2022 2024 versus 2023 2023 versus 2022 ($ 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.
We expect to recognize 42% of the unsatisfied performance obligations for wind towers during 2026, 53% are expected to be recognized during 2027, and the remainder are expected to be recognized during 2028. 48 Table of Contents Transportation Products Year Ended December 31, Percent Change 2025 2024 2023 2025 versus 2024 2024 versus 2023 ($ in millions) Revenues: Inland barges $ 383.3 $ 329.8 $ 280.2 16.2 % 17.7 % Steel components — 87.8 153.3 (100.0) (42.7) Total revenues 383.3 417.6 433.5 (8.2) (3.7) Cost of revenues 305.2 343.3 362.3 (11.1) (5.2) Gross profit 78.1 74.3 71.2 5.1 4.4 Selling, general, and administrative expenses 17.3 22.5 25.4 (23.1) (11.4) Other operating expense 14.7 21.6 — Operating profit $ 46.1 $ 30.2 $ 45.8 52.6 (34.1) Depreciation and amortization (1) $ 7.5 $ 12.6 $ 16.0 (40.5) (21.3) (1) Depreciation and amortization are included within operating profit and allocated between cost of revenues and selling, general, and administrative expenses depending on whether the underlying assets contribute to the production of revenue. 2025 versus 2024 • Revenues decreased 8.2% resulting from the sale of the steel components business in the prior period.
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.
The backlog for wind towers as of December 31, 2025 was $627.8 million compared to $776.8 million as of December 31, 2024.
Segment Discussion Construction Products Year Ended December 31, Percent Change 2024 2023 2022 2024 versus 2023 2023 versus 2022 ($ 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 44 Table of Contents 2024 versus 2023 • Revenues increased 10.4% primarily due to recent acquisitions.
"Income Taxes" to the Consolidated Financial Statements for a further discussion of income taxes. 45 Table of Contents Segment Discussion Construction Products Year Ended December 31, Percent Change 2025 2024 2023 2025 versus 2024 2024 versus 2023 ($ in millions) Revenues: Aggregates $ 761.5 $ 678.6 $ 619.7 12.2 % 9.5 % Specialty materials and asphalt 463.6 308.3 273.7 50.4 12.6 Aggregates intrasegment sales (45.3) (9.0) (13.5) 403.3 (33.3) Total Construction Materials 1,179.8 977.9 879.9 20.6 11.1 Construction site support 130.4 127.2 121.4 2.5 4.8 Total revenues 1,310.2 1,105.1 1,001.3 18.6 10.4 Cost of revenues 1,005.7 864.0 783.9 16.4 10.2 Gross profit 304.5 241.1 217.4 26.3 10.9 Selling, general, and administrative expenses 130.0 116.2 107.0 11.9 8.6 Other operating income (15.2) (9.0) (28.2) Operating profit $ 189.7 $ 133.9 $ 138.6 41.7 (3.4) Depreciation, depletion, and amortization (1) $ 164.7 $ 134.7 $ 111.7 22.3 20.6 (1) Depreciation, depletion, and amortization are included within operating profit and allocated between cost of revenues and selling, general, and administrative expenses depending on whether the underlying assets contribute to the production of revenue. 2025 versus 2024 • Revenues increased 18.6% primarily due to the acquisition of Stavola which contributed $219.3 million of inorganic revenues during the first nine months of 2025.
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.
Excluding these expenses, corporate overhead costs were roughly flat. Liquidity and Capital Resources Arcosa’s primary liquidity requirement consists of funding our business operations, including operating expenses, capital expenditures, working capital investment, quarterly debt payments, and our regular quarterly dividend.
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.
Excluding the loss, operating profit increased $6.0 million, of 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. 49 Table of Contents Unsatisfied Performance Obligations (Backlog) As of December 31, 2025, the backlog for inland barges was $296.9 million compared to $280.1 million as of December 31, 2024.
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 rate for the years ended December 31, 2025, 2024, and 2023 was 13.6%, 27.9%, and 18.7%, respectively. The change in the effective tax rate for the year ended December 31, 2025 is primarily due to lower state income taxes, higher AMP tax credits, and lower foreign taxes.
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.
Our effective tax rate differs from the federal tax rate of 21.0% due to AMP tax credits, state income taxes, statutory depletion deductions, compensation-related items, and other foreign adjustments. For a reconciliation of the federal tax rate to our effective tax rate, see Note 9. "Income Taxes" to the Consolidated Financial Statements. See Note 9.
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.
Unsatisfied Performance Obligations (Backlog) As of December 31, 2025, the backlog for utility and related structures was $434.9 million compared to $414.0 million as of December 31, 2024. We expect to recognize 95% of the unsatisfied performance obligations for utility and related structures during 2026, and all of the remaining performance obligations are expected to be recognized during 2027.
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 required by financing activities for the year ended December 31, 2025 was $192.4 million, compared to net cash provided by financing activities of $1,089.4 million for the year ended December 31, 2024 • During the year ended December 31, 2025, the Company made scheduled quarterly principal payments and prepaid $156.5 million of the outstanding principal balance on the 2025 Refinancing Term Loan. • Dividends paid during the year ended December 31, 2025 were $10.0 million, compared to $9.7 million for the year ended December 31, 2024. • During the year ended December 31, 2025, the Company did not repurchase any shares of common stock under its share repurchase program, unchanged from the prior year. 2024 versus 2023 Operating Activities.
Excluding the gain, operating profit increased 27.2%, driven by increased pricing across the segment and the benefit recognized on a holdback obligation, partially offset by operating inefficiencies in our specialty materials business. • Depreciation, depletion, and amortization expense increased primarily due to recent acquisitions and organic growth investments. 45 Table of Contents Engineered Structures Year Ended December 31, Percent Change 2024 2023 2022 2024 versus 2023 2023 versus 2022 ($ 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.
Engineered Structures Year Ended December 31, Percent Change 2025 2024 2023 2025 versus 2024 2024 versus 2023 ($ in millions) Revenues: Utility and related structures $ 834.7 $ 768.1 $ 687.1 8.7 % 11.8 % Wind towers 355.2 279.2 186.4 27.2 49.8 Total revenues 1,189.9 1,047.3 873.5 13.6 19.9 Cost of revenues 925.3 847.5 718.3 9.2 18.0 Gross profit 264.6 199.8 155.2 32.4 28.7 Selling, general, and administrative expenses 95.7 88.4 65.9 8.3 34.1 Other operating income (1.3) (15.0) (6.4) Operating profit $ 170.2 $ 126.4 $ 95.7 34.7 32.1 Depreciation and amortization (1) $ 49.1 $ 45.4 $ 26.6 8.1 70.7 (1) Depreciation and amortization are included within operating profit and allocated between cost of revenues and selling, general, and administrative expenses depending on whether the underlying assets contribute to the production of revenue. 2025 versus 2024 • Revenues increased 13.6% primarily due to higher volumes from our new wind tower facility in New Mexico.
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.
Revenue for our utility and related structures businesses increased due to higher utility structures volumes and the contribution from Ameron, which was acquired in April 2024, partially offset by lower steel prices. • Cost of revenues increased 9.2% primarily due to higher wind tower volumes.
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 percentage of revenues, cost of revenues decreased to 76.8% in the current period, compared to 78.2% in the prior period. • Selling, general, and administrative expenses increased 11.9% primarily due to additional costs from Stavola.
During the fourth quarter we received orders of $128 million for both hopper and tank barges. 39 Table of Contents 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.
The Company intends to use the after-tax proceeds to further invest in the expansion of its core growth platforms and reduce outstanding debt. 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.
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.
Otherwise, the 2025 Refinancing Term Loan is prepayable at any time without premium or penalty (other than customary SOFR-related breakage costs). The 2025 Refinancing Term Loan is guaranteed by the same subsidiaries of the Company that guarantee our revolving credit facility, and the 2025 Refinancing Term Loan is secured on a pari passu basis with our revolving credit facility.
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. 40 Table of Contents 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.
Additionally, results in our Construction Products segment are affected by weather and seasonal fluctuations with the second and third quarters historically being the quarters with the highest revenues. 42 Table of Contents Unsatisfied Performance Obligations (Backlog) As of December 31, 2025 and 2024 our backlog of firm orders was as follows: December 31, 2025 December 31, 2024 (in millions) Engineered Structures: Utility and related structures $ 434.9 $ 414.0 Wind towers $ 627.8 $ 776.8 Transportation Products: Inland barges $ 296.9 $ 280.1 In our Engineered Structures segment, 95% of the unsatisfied performance obligations for our utility and related structures are expected to be recognized during 2026, and all of the remaining performance obligations are expected to be recognized during 2027.
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. 42 Table of Contents • 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.
Inland barge revenues increased 16.2% for the year ended December 31, 2025, primarily due to higher tank barge deliveries. 2024 versus 2023 • Revenues increased by 11.4%. 43 Table of Contents • 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 closed in August 2024, partially offset by higher volumes in our barge business.
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.
Revenues in our trench shoring business increased primarily due to higher volumes partially offset by lower steel prices. • Cost of revenues increased 16.4% primarily due to increased costs from the Stavola acquisition, including higher depreciation, depletion, and amortization expense. Cost of revenues in our legacy businesses decreased slightly primarily due to lower volumes.
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.
Depletion of mineral reserves is calculated based on estimated reserves using the units-of-production method on a quarry-by-quarry basis. See Note 1. "Overview and Summary of Significant Accounting Policies" 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.
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.
If the 2025 Refinancing Term Loan is prepaid in connection with a repricing transaction or we effect any amendment to the Credit Agreement resulting in a repricing transaction, in either case within six months after the initial funding of the 2025 Refinancing Term Loan, there is a 1.0% premium on such prepaid amount or on the amount outstanding at the time such repricing transaction amendment becomes effective.
For a further discussion of revenues, costs, and the operating results of individual segments, see Segment Discussion below. 43 Table of Contents 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.
For a further discussion of revenues, costs, and the operating results of individual segments, see " Segment Discussion" below. Income Taxes The provision for income taxes for the years ended December 31, 2025, 2024, and 2023 was $32.9 million, $36.3 million, and $36.7 million, respectively.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe 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. 57 Table of Contents
Biggest changeThe impact of such market risk exposures as a result of foreign exchange rate fluctuations has not been significant to Arcosa. 59 Table of Contents
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.
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 $32.6 million.
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.
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 2025 Refinancing Term Loan.
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.
We carry the 2021 Notes at face value less unamortized discount on our Consolidated Balance Sheets and present the fair value for disclosure purposes only. As of December 31, 2025, we had $600.0 million outstanding on our 6.875% 2024 Notes due 2032.
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.
In comparison, at December 31, 2024, we estimated that an average increase of one percentage point would increase interest expense by $7.0 million. As of December 31, 2025, 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.
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 $11.7 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.
We carry the 2024 Notes at face value less unamortized discount on our Consolidated Balance Sheets 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, 2025 was $144.6 million.
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.
As of December 31, 2025, we had no outstanding loans borrowed under the revolving credit facility, and the 2025 Refinancing Term Loan had a balance of $536.5 million . If interest rates average one percentage point more in fiscal year 2026 than they did during 2025, our interest expense would increase by $5.4 million.

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