10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)
☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2020

	OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________ .

Commission File Number 1-38494

Arcosa, Inc.

(Exact name of registrant as specified in its charter)

Delaware		82-5339416
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
500 N. Akard Street, Suite 400
Dallas,	Texas	75201
(Address of principal executive offices)		(Zip Code)

(972) 942-6500

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.01 par value)	ACA	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ  No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes þ   No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨

Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No þ

At April 15, 2020 the number of shares of common stock outstanding was 48,210,820.

ARCOSA, INC.

FORM 10-Q

TABLE OF CONTENTS

Caption	Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements	3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk	28
Item 4. Controls and Procedures	29
PART II OTHER INFORMATION
Item 1. Legal Proceedings	30
Item 1A. Risk Factors	30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3. Defaults Upon Senior Securities	31
Item 4. Mine Safety Disclosures	31
Item 5. Other Information	31
Item 6. Exhibits	32
SIGNATURES	33

2

PART I

Item 1. Financial Statements

Arcosa, Inc. and Subsidiaries

Consolidated Statements of Operations

(unaudited)

	Three Months Ended March 31,
	2020		2019
	(in millions)
Revenues	$	488.2	$	410.9
Operating costs:
Cost of revenues	391.3		332.8
Selling, general, and administrative expenses	51.8		40.8
	443.1		373.6
Total operating profit	45.1		37.3
Interest expense	3.3		1.9
Other, net (income) expense	(0.2)		(0.2)
Income before income taxes	42.0		35.6
Provision (benefit) for income taxes	10.4		7.9
Net income	$	31.6	$	27.7
Net income per common share:
Basic	$	0.65	$	0.57
Diluted	$	0.65	$	0.56
Weighted average number of shares outstanding:
Basic	47.8		47.9
Diluted	48.4		48.5
Dividends declared per common share	$	0.05	$	0.05

See accompanying Notes to Consolidated Financial Statements.

3

Arcosa, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(unaudited)

	Three Months Ended March 31,
	2020		2019
	(in millions)
Net income	$	31.6	$	27.7
Other comprehensive income (loss):
Derivative financial instruments:
Unrealized losses arising during the period, net of tax expense (benefit) of ($0.9) and ($0.2)	(3.4)		(1.0)
Reclassification adjustments for losses included in net income, net of tax expense (benefit) of ($0.1) and $0.0	0.2		0.1
Currency translation adjustment:
Unrealized gains (losses) arising during the period, net of tax expense (benefit) of ($0.2) and ($0.2)	(1.1)		0.3
	(4.3)		(0.6)
Comprehensive income	$	27.3	$	27.1

See accompanying Notes to Consolidated Financial Statements.

4

Arcosa, Inc. and Subsidiaries

Consolidated Balance Sheets

	March 31, 2020		December 31, 2019
	(unaudited)
	(in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	200.7	$	240.4
Receivables, net of allowance	238.1		200.0
Inventories:
Raw materials and supplies	139.1		134.8
Work in process	46.4		41.7
Finished goods	117.9		106.8
	303.4		283.3
Other	29.8		33.5
Total current assets	772.0		757.2
Property, plant, and equipment, net	891.7		816.2
Goodwill	752.7		621.9
Deferred income taxes	15.4		14.3
Other assets	189.8		92.9
	$	2,621.6	$	2,302.5
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	113.2	$	90.0
Accrued liabilities	99.7		119.4
Advance billings	61.5		70.9
Current portion of long-term debt	4.6		3.7
Total current liabilities	279.0		284.0
Debt	352.3		103.6
Deferred income taxes	98.7		66.4
Other liabilities	75.6		58.1
	805.6		512.1
Stockholders’ equity:
Common stock – 200.0 shares authorized	0.5		0.5
Capital in excess of par value	1,690.5		1,686.7
Retained earnings	152.0		122.9
Accumulated other comprehensive loss	(24.0)		(19.7)
Treasury stock	(3.0)		—
	1,816.0		1,790.4
	$	2,621.6	$	2,302.5

See accompanying Notes to Consolidated Financial Statements.

5

Arcosa, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(unaudited)

	Three Months Ended March 31,
	2020		2019
	(in millions)
Operating activities:
Net income	$	31.6	$	27.7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, and amortization	26.8		19.8
Stock-based compensation expense	3.7		3.4
Provision for deferred income taxes	3.2		3.4
Gains on disposition of property and other assets	(0.8)		(0.4)
(Increase) decrease in other assets	(2.4)		(1.2)
Increase (decrease) in other liabilities	0.2		1.9
Other	2.0		(1.2)
Changes in current assets and liabilities:
(Increase) decrease in receivables	(7.2)		85.2
(Increase) decrease in inventories	(7.9)		(17.5)
(Increase) decrease in other current assets	7.8		1.6
Increase (decrease) in accounts payable	14.0		(6.9)
Increase (decrease) in advance billings	(9.4)		(0.1)
Increase (decrease) in accrued liabilities	(20.1)		9.3
Net cash provided by operating activities	41.5		125.0
Investing activities:
Proceeds from disposition of property and other assets	5.1		0.7
Capital expenditures	(21.1)		(18.0)
Acquisitions, net of cash acquired	(309.4)		—
Net cash required by investing activities	(325.4)		(17.3)
Financing activities:
Payments to retire debt	(0.3)		(80.4)
Proceeds from issuance of debt	250.2		—
Shares repurchased	(2.0)		(6.0)
Dividends paid to common shareholders	(2.5)		(2.5)
Purchase of shares to satisfy employee tax on vested stock	—		(0.2)
Other	(1.2)		—
Net cash provided by (required by) financing activities	244.2		(89.1)
Net increase (decrease) in cash and cash equivalents	(39.7)		18.6
Cash and cash equivalents at beginning of period	240.4		99.4
Cash and cash equivalents at end of period	$	200.7	$	118.0

See accompanying Notes to Consolidated Financial Statements.

6

Arcosa, Inc. and Subsidiaries

Consolidated Statements of Stockholders' Equity

(unaudited)

		Common Stock			Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock			Total Stockholders’ Equity
		Shares	$0.01 Par Value								Shares	Amount
	(in millions, except par value)
Balances at December 31, 2018		48.8	$	0.5	$	1,685.7	$	19.5	$	(17.7)	(0.1)	$	(3.5)	$	1,684.5
Net income		—	—		—		27.7		—		—	—		27.7
Other comprehensive loss		—	—		—		—		(0.6)		—	—		(0.6)
Cash dividends on common stock		—	—		—		(2.5)		—		—	—		(2.5)
Restricted shares, net		—	—		3.6		—		—		—	(0.4)		3.2
Shares repurchased		—	—		—		—		—		(0.3)	(8.0)		(8.0)
Other		—	—		0.9		—		—		—	—		0.9
Balances at March 31, 2019		48.8	$	0.5	$	1,690.2	$	44.7	$	(18.3)	(0.4)	$	(11.9)	$	1,705.2
Balances at December 31, 2019		48.3	$	0.5	$	1,686.7	$	122.9	$	(19.7)	—	$	—	$	1,790.4
Net income		—	—		—		31.6		—		—	—		31.6
Other comprehensive loss		—	—		—		—		(4.3)		—	—		(4.3)
Cash dividends on common stock		—	—		—		(2.5)		—		—	—		(2.5)
Restricted shares, net		—	—		4.7		—		—		—	(1.0)		3.7
Shares repurchased		—	—		—		—		—		(0.1)	(2.0)		(2.0)
Other		—	—		(0.9)		—		—		—	—		(0.9)
Balances at March 31, 2020		48.3	$	0.5	$	1,690.5	$	152.0	$	(24.0)	(0.1)	$	(3.0)	$	1,816.0

See accompanying Notes to Consolidated Financial Statements.

7

Arcosa, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(unaudited)

Note 1. Overview and Summary of Significant Accounting Policies

Basis of Presentation

Arcosa, Inc. and its consolidated subsidiaries (“Arcosa,” the “Company,” “we,” or “our”), headquartered in Dallas, Texas, is a provider of infrastructure-related products and solutions with leading brands serving construction, energy, and transportation markets in North America. Arcosa is a Delaware corporation and was incorporated in 2018 in connection with the separation of Arcosa from Trinity Industries, Inc. (“Trinity” or “Former Parent”) on November 1, 2018 as an independent, publicly-traded company, listed on the New York Stock Exchange (the “Separation”).

The accompanying Consolidated Financial Statements are unaudited and have been prepared from the books and records of Arcosa, Inc. and its consolidated subsidiaries. All normal and recurring adjustments necessary for a fair presentation of the financial position of the Company and the results of operations, comprehensive income/loss, and cash flows have been made in conformity with accounting principles generally accepted in the U.S. (“GAAP”). All significant intercompany accounts and transactions have been eliminated. Because of seasonal and other factors, including the unknown potential duration, spread, severity, and impact of the COVID-19 pandemic, Arcosa's business, financial condition, and results of operations for the three months ended March 31, 2020 may not be indicative of Arcosa's expected business, financial condition, and results of operations for the year ending December 31, 2020.

These interim financial statements and notes are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with the audited consolidated and combined financial statements of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2019.

Stockholders' Equity

In December 2018, the Company’s Board of Directors (the “Board”) authorized a $50 million share repurchase program effective December 5, 2018 through December 31, 2020. For the three months ended March 31, 2020, the Company repurchased 56,836 shares at a cost of $2.0 million. As of March 31, 2020, the Company had a remaining authorization of $34.0 million under the program.

Revenue Recognition

Revenue is measured based on the allocation of the transaction price in a contract to satisfied performance obligations. The transaction price does not include any amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. The following is a description of principal activities from which the Company generates its revenue, separated by reportable segments. Payments for our products and services are generally due within normal commercial terms. For a further discussion regarding the Company’s reportable segments, see Note 4 Segment Information.

Construction Products Group

The Construction Products Group recognizes substantially all revenue when the customer has accepted the product and legal title of the product has passed to the customer.

Energy Equipment Group

Within the Energy Equipment Group, revenue is recognized for our wind tower, certain utility structure, and certain storage tank product lines over time as the products are manufactured using an input approach based on the costs incurred relative to the total estimated costs of production. We recognize revenue over time for these products as they are highly customized to the needs of an individual customer resulting in no alternative use to the Company if not purchased by the customer after the contract is executed, and we have the right to bill the customer for our work performed to date plus at least a reasonable profit margin for work performed. As of March 31, 2020, we had a contract asset of $30.2 million related to these contracts, compared to $50.8 million at December 31, 2019, which is included in receivables, net of allowance, within the Consolidated Balance Sheets. For all other products, revenue is recognized when the customer has accepted the product and legal title of the product has passed to the customer.

Transportation Products Group

The Transportation Products Group recognizes revenue when the customer has accepted the product and legal title of the product has passed to the customer.

8

Unsatisfied Performance Obligations

The following table includes estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied or partially satisfied as of March 31, 2020 and the percentage of the outstanding performance obligations as of March 31, 2020 expected to be delivered during the remainder of 2020:

	Unsatisfied performance obligations at March 31, 2020
	Total Amount		Percent expected to be delivered in 2020
	(in millions)
Energy Equipment Group:
Wind towers and utility structures	$	475.6	82	%
Other	$	29.0	100	%
Transportation Products Group:
Inland barges	$	348.3	91	%

All unsatisfied performance obligations beyond 2020 are expected to be delivered during 2021.

Income Taxes

The liability method is used to account for income taxes. Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized.

The Company regularly evaluates the likelihood of realization of tax benefits derived from positions it has taken in various federal and state filings after consideration of all relevant facts, circumstances, and available information. For those tax positions that are deemed more likely than not to be sustained, the Company recognizes the benefit it believes is cumulatively greater than 50% likely to be realized. To the extent the Company were to prevail in matters for which accruals have been established or be required to pay amounts in excess of recorded reserves, the effective tax rate in a given financial statement period could be materially impacted.

Financial Instruments

The Company considers all highly liquid debt instruments to be cash and cash equivalents if purchased with a maturity of three months or less. Financial instruments that potentially subject the Company to a concentration of credit risk are primarily cash investments and receivables. The Company places its cash investments in bank deposits and highly-rated money market funds, and its investment policy limits the amount of credit exposure to any one commercial issuer. We seek to limit concentrations of credit risk with respect to receivables with control procedures that monitor the credit worthiness of customers, together with the large number of customers in the Company's customer base and their dispersion across different industries and geographic areas. As receivables are generally unsecured, the Company maintains an allowance for doubtful accounts based upon the expected credit losses. Receivable balances determined to be uncollectible are charged against the allowance. To accelerate the conversion to cash, the Company may sell a portion of its trade receivables to a third party. The Company has no continuing involvement or recourse related to these receivables once they are sold, and the impact of these transactions in the Company's Consolidated Statements of Operations for the three months ended March 31, 2020 was not significant. The carrying values of cash, receivables, and accounts payable are considered to be representative of their respective fair values.

Derivative Instruments

The Company may, from time to time, use derivative instruments to mitigate the impact of changes in interest rates or changes in foreign currency exchange rates. For derivative instruments designated as hedges, the Company formally documents the relationship between the derivative instrument and the hedged item, as well as the risk management objective and strategy for the use of the derivative instrument. This documentation includes linking the derivative to specific assets or liabilities on the balance sheet, commitments, or forecasted transactions. At the time a derivative instrument is entered into, and at least quarterly thereafter, the Company assesses whether the derivative instrument is effective in offsetting the changes in fair value or cash flows of the hedged item. Any change in the fair value of the hedged instrument is recorded in accumulated other comprehensive loss (“AOCL”) as a separate component of stockholders' equity and reclassified into earnings in the period during which the hedged transaction affects earnings. The Company monitors its derivative positions and the credit ratings of its counterparties and does not anticipate losses due to counterparties' non-performance.

9

Recent Accounting Pronouncements

Recently adopted accounting pronouncements

Effective as of January 1, 2019, the Company adopted Accounting Standards Update No. 2016-02, “Leases”, (“ASU 2016-02”) which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The Company elected to use the optional transition method that allows the Company to apply the provisions of the standard at the effective date without adjusting the comparative prior periods. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard which allowed us to carry forward the historical lease classification. The cumulative effect of adopting the standard on the opening balance of retained earnings was not significant.

The primary impact of adopting the standard was the recognition of a right-of-use asset and corresponding lease liability for our operating leases included in other assets and other liabilities, respectively, on the Consolidated Balance Sheet. See Note 8 Leases for further discussion.

The Company has implemented processes and a lease accounting system to ensure adequate internal controls were in place to assess our contracts and enable proper accounting and reporting of financial information upon adoption.

Effective as of January 1, 2020, the Company adopted Accounting Standards Update No. 2016-13, "Financial Instruments - Credit Losses", ("ASU 2016-13"), which amends the existing accounting guidance for recognizing credit losses on financial assets and certain other instruments not measured at fair value through net income, including financial assets measured at amortized cost, such as trade receivables and contract assets. ASU 2016-13 replaces the existing incurred loss impairment model with an expected credit loss model that requires consideration of a broader range of information to estimate expected credit losses over the lifetime of the asset. The adoption of this guidance did not have a material effect on the Company’s Consolidated Financial Statements.

Recently issued accounting pronouncements not adopted as of March 31, 2020

In December 2019, the FASB issued Accounting Standards Updated No. 2019-12, “Simplifying the Accounting for Income Taxes”, (“ASU 2019-12”), which simplifies the accounting for income taxes by removing certain exceptions to the general principles for income taxes. ASU 2019-12 will become effective for public companies during interim and annual reporting periods beginning after December 15, 2020, with early adoption permitted. We are currently evaluating the impact of adoption on our consolidated financial statements.

Reclassifications

Certain prior year balances have been reclassified in the Consolidated Financial Statements to conform with the 2020 presentation.

Note 2. Acquisitions and Divestitures

2020 Acquisitions

In March 2020, we completed the acquisition of certain assets and liabilities of a traffic structures business in our Energy Equipment Group for a total purchase price of $25.3 million. The acquisition was recorded as a business combination based on preliminary valuations of the assets acquired and liabilities assumed at their acquisition date fair value using level three inputs, defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets. The valuation resulted in the recognition of $2.9 million of goodwill in our Energy Equipment Group. Such assets and liabilities were not significant in relation to assets and liabilities at the consolidated or segment level.

10

On January 6, 2020, we completed the stock acquisition of Cherry Industries, Inc. and affiliated entities (“Cherry”), a leading producer of natural and recycled aggregates in the Houston, Texas market which is included in our Construction Products Group. The purchase price of $296.8 million was funded with a combination of cash on-hand, advances under a new $150.0 million five-year term loan, and future payments to the seller for a net cash paid of $284.1 million during the three months ended March 31, 2020. See Note 7 Debt for additional information on our credit facility. Transaction costs incurred related to the Cherry acquisition were approximately $0.9 million during the three months ended March 31, 2020 and approximately $0.5 million during the year ended December 31, 2019. The acquisition was recorded as a business combination based on preliminary valuations of the assets acquired and liabilities assumed at their acquisition date fair value using level three inputs. We expect to complete our purchase price allocation as soon as reasonably possible not to exceed one year from the acquisition date. Adjustments to the preliminary purchase price allocation could be material to the purchase price allocation, particularly with respect to our preliminary estimates of mineral reserves, intangibles, and deferred income taxes. The following table represents our preliminary purchase price allocation as of March 31, 2020:

	March 31, 2020
	(in millions)
Accounts receivable	$	30.8
Inventories	11.8
Property, plant, and equipment	62.1
Mineral reserves	21.2
Goodwill	125.7
Customer relationships	60.2
Permits	24.9
Other assets	4.1
Accounts payable	(7.6)
Accrued liabilities	(5.3)
Deferred taxes	(29.3)
Other liabilities	(1.8)
Total net assets acquired	$	296.8

The goodwill acquired, none of which is tax deductible, primarily relates to Cherry's market position and existing workforce. The customer relationship intangibles have a weighted average useful life of 14.9 years whereas the permits have a weighted average useful life of 19.8 years. Revenues and operating profit included in the Consolidated Statement of Operations from the date of the acquisition were approximately $43.8 million and $5.7 million during the three months ended March 31, 2020.

The following table represents the unaudited pro-forma consolidated operating results of the Company as if the Cherry acquisition had been completed on January 1, 2019. The unaudited pro-forma information makes certain adjustments to depreciation, depletion, and amortization expense to reflect the fair value recognized in the purchase price allocation, removes one-time transaction related costs, and aligns the Company's debt financing with that as of the acquisition date. The unaudited pro-forma information should not be considered indicative of the results that would have occurred if the acquisition had been completed on January 1, 2019, nor is such unaudited pro-forma information necessarily indicative of future results.

	Three Months Ended March 31, 2020		Year Ended December 31, 2019
	(in millions)
Revenues	$	488.2	$	1,916.9
Income before income taxes	$	44.4	$	163.8

2019 Acquisitions

In August 2019, we completed acquisitions of certain assets and liabilities of two construction aggregates businesses in our Construction Products Group for a total purchase price of $9.4 million. The acquisitions were recorded as business combinations based on preliminary valuations of the assets acquired and liabilities assumed at their acquisition date fair value using level three inputs. The valuation resulted in the recognition of $1.1 million of goodwill in our Construction Products Group. Such assets and liabilities were not significant in relation to assets and liabilities at the consolidated or segment level.

11

In June 2019, we completed the acquisition of certain assets and liabilities of an inland barge components business within our Transportation Products Group. We also completed the acquisition of certain assets and liabilities of a construction aggregates business in our Construction Products Group. The total purchase price for the businesses acquired was $27.6 million, a portion of which includes estimated royalties to be paid to the seller of the construction aggregates business over the next 10 years. The acquisitions were recorded as business combinations based on preliminary valuations of the assets acquired and liabilities assumed at their acquisition date fair value using level three inputs. The valuation resulted in the recognition of $12.2 million of goodwill in our Transportation Products Group and $1.6 million of goodwill in our Construction Products Group. Such assets and liabilities were not significant in relation to assets and liabilities at the consolidated or segment level.

Divestitures

There was no divestiture activity for the three months ended March 31, 2020 and 2019.

Note 3. Fair Value Accounting

Assets and liabilities measured at fair value on a recurring basis are summarized below:

	Fair Value Measurement as of March 31, 2020
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets:
Cash equivalents	$	135.0	$	—	$	—	$	135.0
Total assets	$	135.0	$	—	$	—	$	135.0
Liabilities:
Interest rate hedge(1)	$	—	$	8.4	$	—	$	8.4
Contingent consideration(2)	—		—		4.2		4.2
Total liabilities	$	—	$	8.4	$	4.2	$	12.6
	Fair Value Measurement as of December 31, 2019
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets:
Cash equivalents	$	155.3	$	—	$	—	$	155.3
Total assets	$	155.3	$	—	$	—	$	155.3
Liabilities:
Interest rate hedge(1)	$	—	$	4.3	$	—	$	4.3
Contingent consideration(2)	—		—		6.4		6.4
Total liabilities	$	—	$	4.3	$	6.4	$	10.7

⁽¹⁾ Included in other liabilities on the Consolidated Balance Sheets.

⁽²⁾ Current portion included in accrued liabilities and non-current portion included in other liabilities on the Consolidated Balance Sheets.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. An entity is required to establish a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair values are listed below:

Level 1 – This level is defined as quoted prices in active markets for identical assets or liabilities. The Company’s cash equivalents are instruments of the U.S. Treasury or highly-rated money market mutual funds.

Level 2 – This level is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Interest rate hedges are valued at exit prices obtained from each counterparty. See Note 7 Debt.

12

Level 3 – This level is defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Contingent consideration relates to estimated future payments owed to the sellers of businesses previously acquired. We estimate the fair value of the contingent consideration using a discounted cash flow model. The fair value is sensitive to changes in the forecast of sales and changes in discount rates and is reassessed quarterly based on assumptions used in our latest projections.

Note 4. Segment Information

The Company reports operating results in three principal business segments:

Construction Products. The Construction Products segment produces and sells construction aggregates and manufactures and sells trench shields and shoring products and services for infrastructure-related projects.

Energy Equipment. The Energy Equipment segment manufactures and sells products for energy-related businesses, including structural wind towers, steel utility structures for electricity transmission and distribution, traffic structures, and storage and distribution tanks.

Transportation Products. The Transportation Products segment manufactures and sells products for the inland waterway and rail transportation industries including barges, barge-related products, axles, and couplers.

The financial information for these segments is shown in the tables below. We operate principally in North America.

	Three Months Ended March 31,
	Revenues				Operating Profit (Loss)
	2020		2019		2020		2019
	(in millions)
Construction aggregates	$	132.1	$	88.4
Other	17.3		17.6
Construction Products Group	149.4		106.0		$	16.8	$	11.3
Wind towers and utility structures	176.4		158.6
Other	46.8		50.5
Energy Equipment Group	223.2		209.1		24.9		28.2
Inland barges	89.0		49.4
Steel components	28.0		48.1
Transportation Products Group	117.0		97.5		14.3		8.3
Segment Totals before Eliminations and Corporate	489.6		412.6		56.0		47.8
Corporate	—		—		(10.9)		(10.5)
Eliminations	(1.4)		(1.7)		—		—
Consolidated Total	$	488.2	$	410.9	$	45.1	$	37.3

Note 5. Property, Plant, and Equipment

The following table summarizes the components of property, plant, and equipment as of March 31, 2020 and December 31, 2019.

	March 31, 2020		December 31, 2019
	(in millions)
Land(1)	$	367.4	$	331.4
Buildings and improvements	291.8		280.5
Machinery and other	805.6		755.7
Construction in progress	38.9		38.6
	1,503.7		1,406.2
Less accumulated depreciation and depletion	(612.0)		(590.0)
	$	891.7	$	816.2

⁽¹⁾ Includes depletable land of $230.2 million as of March 31, 2020 and $211.0 million as of December 31, 2019.

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Note 6. Goodwill

Goodwill by segment is as follows:

	March 31, 2020		December 31, 2019
	(in millions)
Construction Products Group	$	294.1	$	166.2
Energy Equipment Group	419.8		416.9
Transportation Products Group	38.8		38.8
	$	752.7	$	621.9

The increase in the Construction Products Group goodwill during the three months ended March 31, 2020 is primarily due to the acquisition of Cherry. The increase in the Energy Equipment Group goodwill during the three months ended March 31, 2020 is due to an acquisition. See Note 2 Acquisitions and Divestitures.

Note 7. Debt

The following table summarizes the components of debt as of March 31, 2020 and December 31, 2019:

	March 31, 2020		December 31, 2019
	(in millions)
Revolving credit facility	$	200.0	$	100.0
Term loan	150.0		—
Finance leases	7.2		7.3
	357.2		107.3
Less: unamortized debt issuance costs	(0.3)		—
Total debt	$	356.9	$	107.3

On November 1, 2018, the Company entered into a $400.0 million unsecured revolving credit facility that was scheduled to mature in November 2023. On January 2, 2020, the Company entered into an Amended and Restated Credit Agreement to increase the revolving credit facility to $500.0 million and added a term loan facility of $150.0 million, in each case with a maturity date of January 2, 2025.

The interest rates under the revolving credit facility and term loan are variable based on LIBOR or an alternate base rate plus a margin. A commitment fee accrues on the average daily unused portion of the revolving facility. The margin for borrowing and commitment fee rate are determined based on Arcosa’s leverage as measured by a consolidated total indebtedness to consolidated EBITDA ratio. The margin for borrowing ranges from 1.25% to 2.00% and was set at LIBOR plus 1.50% as of March 31, 2020. The commitment fee rate ranges from 0.20% to 0.35% and was set at 0.25% as of March 31, 2020. 

As a precautionary measure, to increase the Company’s cash position and preserve financial flexibility considering the current uncertainty resulting from the COVID-19 pandemic, the Company borrowed an additional $100.0 million on its revolving credit facility during the three months ended March 31, 2020. As of March 31, 2020, we had $200.0 million of outstanding loans borrowed under the facility and there were approximately $26.0 million of letters of credit issued, leaving $274.0 million available. Of the outstanding letters of credit as of March 31, 2020, $25.4 million are expected to expire in 2020, with the remainder in 2021. The majority of our letters of credit obligations support the Company’s various insurance programs and warranty claims and generally renew by their terms each year.

The entire term loan was advanced on January 2, 2020 in connection with the closing of the acquisition of Cherry. See Note 2 Acquisitions and Divestitures.

The Company's revolving credit and term loan facilities require the maintenance of certain ratios related to leverage and interest coverage. As of March 31, 2020, we were in compliance with all such financial covenants. Borrowings under the credit agreement are guaranteed by certain wholly-owned subsidiaries of the Company.

The carrying value of borrowings under our revolving credit and term loan facilities approximate fair value because the interest rate adjusts to the market interest rate (Level 3 input). See Note 3 Fair Value Accounting.

As of March 31, 2020, the Company had $1.9 million of unamortized debt issuance costs related to the revolving credit facility, which are included in other assets on the Consolidated Balance Sheet.

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The remaining principal payments under existing debt agreements as of March 31, 2020 are as follows:

	2020		2021		2022		2023		2024		Thereafter
	(in millions)
Revolving credit facility	$	—	$	—	$	—	$	—	$	—	$	200.0
Term loan	0.9		4.7		7.5		8.5		8.4		120.0

Interest rate hedges

In December 2018, the Company entered into an interest rate swap instrument, effective as of January 2, 2019 and expiring in 2023, to reduce the effect of changes in the variable interest rates associated with borrowings under the revolving credit facility. The instrument carried an initial notional amount of $100 million, thereby hedging the first $100 million of borrowings under the credit facility. The instrument effectively fixes the LIBOR component of the credit facility borrowings at a monthly rate of 2.71%. As of March 31, 2020, the Company has recorded a liability of $8.4 million for the fair value of the instrument, all of which is recorded in accumulated other comprehensive loss. See Note 3 Fair Value Accounting.

Note 8. Leases

We have various leases primarily for office space and certain equipment. At inception, we determine if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. For leases that contain options to purchase, terminate, or extend, such options are included in the lease term when it is reasonably certain that the option will be exercised. Some of the Company's lease arrangements contain lease components and non-lease components which are accounted for as a single lease component as we have elected the practical expedient to group lease and non-lease components for all leases.

As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on information available at commencement date in determining the present value of lease payments.

Operating Leases

The following table presents information about the Company's operating leases as of March 31, 2020.

	March 31, 2020
	(in millions)
Maturity of Lease Liabilities
2020 (remaining)	$	4.7
2021	4.2
2022	2.8
2023	2.1
2024	1.8
Thereafter	7.3
Total undiscounted operating lease payments	22.9
Less imputed interest	(3.4)
Present value of operating lease liabilities	$	19.5

Balance Sheet Classification	March 31, 2020		December 31, 2019
	(in millions)
Other assets	$	15.9	$	15.6
Accrued liabilities	$	5.2	$	5.5
Other liabilities	14.3		13.5
Total operating lease liabilities	$	19.5	$	19.0

Finance Leases

Finance leases are included in property, plant, and equipment, net and debt on the consolidated balance sheets. The associated amortization expense and interest expense are included in depreciation and interest expense, respectively, on the consolidated income statements. These leases are not material to the consolidated financial statements as of March 31, 2020.

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Note 9. Other, Net

Other, net (income) expense consists of the following items:

	Three Months Ended March 31,
	2020		2019
	(in millions)
Interest income	$	(0.2)	$	(0.3)
Foreign currency exchange transactions	—		0.5
Other	—		(0.4)
Other, net (income) expense	$	(0.2)	$	(0.2)

Note 10. Income Taxes

For interim income tax reporting, we estimate our annual effective tax rate and apply it to our year to date ordinary income (loss). Tax jurisdictions with a projected or year to date loss for which a tax benefit cannot be realized are excluded. The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur. We have open tax years from 2014 to 2019 with various significant tax jurisdictions.

For the three months ended March 31, 2020, the effective tax rate of 24.8% was higher than the U.S. federal statutory rate of 21.0% due primarily to state taxes and nondeductible compensation expenses in the U.S. and Mexico. For the three months ended March 31, 2019, the effective tax rate of 22.2% was higher than the U.S. federal statutory tax rate of 21.0% due primarily to state taxes partially offset by foreign tax benefits.

In response to the COVID-19 pandemic, on March 27, 2020 the U.S. Congress passed the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which includes certain tax relief and benefits that may impact the Company. In light of the recent nature of these developments, the Company is currently evaluating the impact of the various provisions of the CARES Act on its income tax provision.

Note 11. Employee Retirement Plans

Total employee retirement plan expense, which includes related administrative expenses, is as follows:

	Three Months Ended March 31,
	2020		2019
	(in millions)
Defined contribution plans	$	2.6	$	2.2
Multiemployer plan	0.4		0.5
	$	3.0	$	2.7

The Company contributes to a multiemployer defined benefit plan under the terms of a collective-bargaining agreement that covers certain union-represented employees at one of the facilities of Meyer Utility Structures, a subsidiary of Arcosa. The Company contributed $0.4 million and $0.5 million to the multiemployer plan for the three months ended March 31, 2020 and 2019, respectively. Total contributions to the multiemployer plan for 2020 are expected to be approximately $1.7 million.

In connection with the acquisition of ACG in December 2018, the Company assumed the assets and liabilities related to a defined benefit pension plan. Employer contributions for 2020 are not expected to be significant.

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Note 12. Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss for the three months ended March 31, 2020 and 2019 are as follows:

	Currency translation adjustments		Unrealized loss on derivative financial instruments		Accumulated Other Comprehensive Loss
	(in millions)
Balances at December 31, 2018	$	(16.8)	$	(0.9)	$	(17.7)
Other comprehensive income (loss), net of tax, before reclassifications	0.3		(1.0)		(0.7)
Amounts reclassified from accumulated other comprehensive loss, net of tax expense (benefit) of $0.0, $0.0, and $0.0	—		0.1		0.1
Other comprehensive income (loss)	0.3		(0.9)		(0.6)
Balances at March 31, 2019	$	(16.5)	$	(1.8)	$	(18.3)
Balances at December 31, 2019	$	(16.3)	$	(3.4)	$	(19.7)
Other comprehensive income (loss), net of tax, before reclassifications	(1.1)		(3.4)		(4.5)
Amounts reclassified from accumulated other comprehensive loss, net of tax expense (benefit) of $0.0, ($0.1) and ($0.1)	—		0.2		0.2
Other comprehensive income (loss)	(1.1)		(3.2)		(4.3)
Balances at March 31, 2020	$	(17.4)	$	(6.6)	$	(24.0)

Note 13. Stock-Based Compensation

Stock-based compensation totaled approximately $3.7 million and $3.4 million for the three months ended March 31, 2020 and 2019, respectively.

Note 14. Earnings Per Common Share

Basic earnings per common share is computed by dividing net income remaining after allocation to unvested restricted shares, which includes unvested restricted shares of Arcosa stock held by employees of the Former Parent, by the weighted average number of basic common shares outstanding for the period. Except when the effect would be antidilutive, the calculation of diluted earnings per common share includes the weighted average net impact of nonparticipating unvested restricted shares. Total weighted average restricted shares were 1.5 million shares and 1.7 million shares for the three months ended March 31, 2020 and 2019, respectively.

The computation of basic and diluted earnings per share follows.  

	Three Months Ended March 31, 2020					Three Months Ended March 31, 2019
	Income (Loss)		Average Shares	EPS		Income (Loss)		Average Shares	EPS
	(in millions, except per share amounts)
Net income	$	31.6				$	27.7
Unvested restricted share participation	(0.3)					(0.3)
Net income per common share – basic	31.3		47.8	$	0.65	27.4		47.9	$	0.57
Effect of dilutive securities:
Nonparticipating unvested restricted shares	—		0.6			—		0.6
Net income per common share – diluted	$	31.3	48.4	$	0.65	$	27.4	48.5	$	0.56

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Note 15. Contingencies

The Company is involved in claims and lawsuits incidental to our business arising from various matters including commercial disputes, alleged product defect and/or warranty claims, intellectual property matters, personal injury claims, environmental issues, employment and/or workplace-related matters, and various governmental regulations. At March 31, 2020, the range of reasonably possible losses for such matters, taking into consideration our rights in indemnity and recourse to third parties is $0.8 million to $3.4 million.

The Company evaluates its exposure to such claims and suits periodically and establishes accruals for these contingencies when probable losses can be reasonably estimated. At March 31, 2020, total accruals of $3.2 million, including environmental matters described below, are included in accrued liabilities in the accompanying Consolidated Balance Sheet. The Company believes any additional liability from such claims and suits would not be material to its financial position or results of operations.

Arcosa is subject to remedial orders and federal, state, local, and foreign laws and regulations relating to the environment. The Company has reserved $1.4 million as of March 31, 2020, included in our total accruals of $3.2 million discussed above, to cover our probable and estimable liabilities with respect to the investigations, assessments, and remedial responses to such matters, taking into account currently available information and our contractual rights to indemnification and recourse to third parties.

On July 22, 2019, the Company was served with a breach of contract lawsuit filed by Thomas & Betts Corporation (“T&B”) against the Company and its wholly-owned subsidiary, Trinity Meyer Utility Structures, LLC, now known as Meyer Utility Structures, LLC (“Meyer”), in the Supreme Court of the State of New York, New York County. T&B’s claims relate to responsibility for alleged product warranty claims pursuant to the terms of the Asset Purchase Agreement, dated June 24, 2014, entered into by and between T&B and Meyer (the “APA”) with respect to Meyer’s purchase of certain assets of T&B’s utility structure business. The Company and Meyer subsequently removed the litigation to federal court.  The case is currently pending under Case No. 1:19-cv-07829-PAE; Thomas & Betts Corporation, now known as, ABB Installation Products, Inc., Plaintiff, v. Trinity Meyer Utility Structures, LLC, formerly known as McKinley 2014 Acquisition, LLC, and Arcosa, Inc., Defendants; In the United States District Court for the Southern District of New York. The Company and Meyer have filed a motion to dismiss T&B’s claims, and an Answer and Counterclaims against T&B. We intend to vigorously defend ourselves in this matter. Based on the facts and circumstances currently known to the Company, (i) we cannot determine that a loss is probable at this time, and therefore no accrual has been included in the accompanying consolidated financial statements; and (ii) a possible loss is not reasonably estimable.

Estimates of liability arising from future proceedings, assessments, or remediation are inherently imprecise. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings involving the environment or, if we are found to be responsible or liable in any such litigation or proceeding, that such costs would not be material to the Company.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. Our MD&A is presented in the following sections:

•Basis of Presentation

•Potential Impact of COVID-19 on Our Business

•Executive Overview

•Results of Operations

•Liquidity and Capital Resources

•Recent Accounting Pronouncements

•Forward-Looking Statements

Our MD&A should be read in conjunction with the Consolidated Financial Statements of Arcosa, Inc. and subsidiaries (“Arcosa,” “Company,” “we,” and “our”) and related Notes in Part I, Item 1 of this Quarterly Report on Form 10-Q and the Consolidated and Combined Financial Statements and related Notes in Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended December 31, 2019 (“2019 Annual Report on Form 10-K”).

Company Overview

Arcosa, headquartered in Dallas, Texas, is a provider of infrastructure-related products and solutions with leading brands serving construction, energy, and transportation markets in North America. Arcosa is a Delaware corporation and was incorporated in 2018 in connection with the separation of Arcosa from Trinity Industries, Inc. (“Trinity” or “Former Parent”) on November 1, 2018 as an independent, publicly-traded company, listed on the New York Stock Exchange (the “Separation”).

Potential Impact of COVID-19 On Our Business

Our highest priority is the health and safety of our employees and communities. Our businesses support critical infrastructure sectors, pursuant to the Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency standards. Our plants have continued to operate throughout the COVID-19 crisis. However, as of the date of this filing, uncertainty exists concerning the potential magnitude of the impact and duration of the COVID-19 pandemic. The following possible events related to the COVID-19 pandemic may potentially adversely impact our business, financial condition, or results of operations: customer demand for our products and services may decrease; reductions in our customer's capex spending; our supply chain may have disruption preventing us from obtaining the necessary materials and equipment to manufacture our products and provide services; our employees’ ability to continue to work may be impacted because of COVID-19 related illness or local, state, or federal orders requiring them to stay at home; the effect of governmental regulations imposed in response to the COVID-19 pandemic may result in shutdowns of our operations; limitations on the ability of our customers to conduct their business and purchase our products and services; disruptions to our customers’ supply chains or purchasing patterns; and limitations on the ability of our customers to pay us on a timely basis.

We believe that, based on the various standards published to date, our employees are part of the Essential Critical Infrastructure Workforce and the work they perform is critical, essential, and life-sustaining. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state or local authorities or that we determine are in the best interests of our employees, customers, suppliers and shareholders.

The preparation of the Company's consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. At this time, we have not observed any material impairments of our assets or a significant change in the fair value of assets due to the COVID-19 pandemic. However, due to the factors discussed above, we are unable to determine or predict the overall impact the COVID-19 pandemic will have on our business, results of operations, liquidity or capital resources.

Market Outlook

•Within our Construction Products Group, we continue to see healthy demand for our construction aggregates and specialty materials products lines; however, demand could be impacted by changes in public or private construction activity and other macro-economic factors. In March, we began to see a softening in orders in our trench shoring business.

•Within our Energy Equipment Group, our customers remain committed to taking delivery of the orders reported in our backlog. Order and inquiry activity continues to be robust in utility structures, as customers remain focused on grid hardening and reliability initiatives, and we continue to work with wind tower customers on new orders. Order and inquiry activity in the storage tank business has slowed since the beginning of the COVID-19 crisis, as certain customers have begun to defer new tank installations.

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•Within our Transportation Products Group, we have a strong backlog for inland barges as of March 31, 2020 and our customers remain committed to taking delivery of these orders. Demand for steel components continues to decline as the impact of COVID-19 crisis for the North American rail transportation market remains uncertain.

Executive Overview

Financial Operations and Highlights

•Revenues for the three months ended March 31, 2020 increased 18.8% to $488.2 million compared to the same period in 2019, primarily due to the impact of the Cherry acquisition in our Construction Products Group, higher unit volumes in our Energy Equipment Group, and higher hopper and tank barge deliveries in our Transportation Products Group.

•Operating profit for the three months ended March 31, 2020 totaled $45.1 million, representing an increase of $7.8 million from the same period in 2019, primarily driven by the impact of the Cherry acquisition in our Construction Products Group and higher hopper and tank barge deliveries in our Transportation products group.

•Selling, general, and administrative expenses increased by 27.0% for the three months ended March 31, 2020 when compared to the prior year period largely due to additional costs from the acquired Cherry business and a $2.9 million recovery of bad debt recorded in the prior year related to a single customer in our utility structures business.

•The effective tax rate for the three months ended March 31, 2020 was 24.8% compared to 22.2% for the same period in 2019. The increase in the tax rate for the three months ended March 31, 2020 is primarily due to increased state taxes, nondeductible compensation expenses in the U.S. and Mexico, and a reduction in foreign tax benefits in the current period. See Note 10 Income Taxes of the Consolidated Financial Statements.

•Net income for the three months ended March 31, 2020 was $31.6 million compared with $27.7 million, respectively, for the same period in 2019.

Our Energy Equipment and Transportation Products Groups operate in cyclical industries. Additionally, results in our Construction Products Group are affected by weather and seasonal fluctuations with the second and third quarters historically being the quarters with the highest revenues.

Unsatisfied Performance Obligations (Backlog)

As of March 31, 2020 and 2019 our unsatisfied performance obligations, or backlog, were as follows:

	March 31, 2020		March 31, 2019
	(in millions)
Energy Equipment Group:
Wind towers and utility structures	$	475.6	$	549.2
Other	29.0		53.0
Transportation Products Group:
Inland barges	$	348.3	$	383.9

Approximately 82% of unsatisfied performance obligations for our wind towers and utility structures in our Energy Equipment Group are expected to be delivered during 2020, with the remainder to be delivered during 2021. All of the unsatisfied performance obligations for our other business lines in our Energy Equipment Group are expected to be delivered during 2020. Approximately 91% of unsatisfied performance obligations for inland barges in our Transportation Products Group are expected to be delivered during 2020, with the remainder expected to be delivered in 2021.

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Results of Operations

Overall Summary

Revenues

	Three Months Ended March 31,
	2020		2019		Percent Change
	(in millions)
Construction Products Group	$	149.4	$	106.0	40.9	%
Energy Equipment Group	223.2		209.1		6.7
Transportation Products Group	117.0		97.5		20.0
Segment Totals before Eliminations	489.6		412.6		18.7
Eliminations	(1.4)		(1.7)
Consolidated Total	$	488.2	$	410.9	18.8

2020 versus 2019

•Revenues increased by 18.8% with all segments contributing to the increase.

•Revenues from our Construction Products Group increased primarily due to the impact of the Cherry acquisition.

•Revenues from our Energy Equipment Group increased due to higher volumes in wind towers and utility structures.

•Revenues from our Transportation Products Group increased primarily due to higher hopper and tank barge deliveries partially offset by decreased deliveries and lower contractual pricing for steel components.

Operating Costs

	Three Months Ended March 31,
	2020		2019		Percent Change
	(in millions)
Construction Products Group	$	132.6	$	94.7	40.0	%
Energy Equipment Group	198.3		180.9		9.6
Transportation Products Group	102.7		89.2		15.1
Segment Totals before Eliminations and Corporate Expenses	433.6		364.8		18.9
Corporate	10.9		10.5		3.8
Eliminations	(1.4)		(1.7)
Consolidated Total	$	443.1	$	373.6	18.6

2020 versus 2019

•Operating costs increased by 18.6%.

•Cost of revenues for our Construction Products Group increased primarily due to higher volumes from the acquired Cherry business.

•Cost of revenues for the Energy Equipment Group increased primarily due to higher volumes in wind towers and utility structures.

•Cost of revenues for the Transportation Products Group increased primarily due to higher hopper and tank barge deliveries partially offset by decreased volumes in steel components.

•Selling, general, and administrative expenses, including Corporate expenses, increased by 27.0% largely due to additional costs from the acquired Cherry business and a $2.9 million recovery of bad debt recorded in the prior year related to a single customer in our utility structures business. As a percentage of revenue, selling, general, and administrative expenses for the three months ended March 31, 2020 were 10.6% compared to 9.9% for the same period in 2019.

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Operating Profit (Loss)

	Three Months Ended March 31,
	2020		2019		Percent Change
	(in millions)
Construction Products Group	$	16.8	$	11.3	48.7	%
Energy Equipment Group	24.9		28.2		(11.7)
Transportation Products Group	14.3		8.3		72.3
Segment Totals before Corporate Expenses	56.0		47.8		17.2
Corporate	(10.9)		(10.5)		3.8
Consolidated Total	$	45.1	$	37.3	20.9

2020 versus 2019

•Operating profit increased by 20.9%.

•Operating profit in our Construction Products Group increased primarily due to the impact of the acquired Cherry business.

•Operating profit in our Energy Equipment Group decreased primarily due to a $2.9 million recovery of bad debt recorded in the prior year related to a single customer in our utility structures business, partially offset by higher overall volumes.

•Operating profit in our Transportation Products Group increased primarily due to higher hopper and tank barge deliveries, partially offset by decreased deliveries and lower contractual pricing for steel components.

For a further discussion of revenues, costs, and the operating results of individual segments, see Segment Discussion below.

Other Income and Expense

Other, net (income) expense consists of the following items:

	Three Months Ended March 31,
	2020		2019
	(in millions)
Interest income	$	(0.2)	$	(0.3)
Foreign currency exchange transactions	—		0.5
Other	—		(0.4)
Other, net (income) expense	$	(0.2)	$	(0.2)

Income Taxes

The provision for income taxes results in effective tax rates that differ from the statutory rates. The Company's effective tax rate for the three months ended March 31, 2020 was 24.8% compared to 22.2% for the same period in 2019. The increase in the tax rate for the three months ended March 31, 2020 is primarily due to increased state taxes, nondeductible compensation expenses in the U.S. and Mexico, and a reduction in foreign tax benefits in the current period.

Our effective tax rate reflects the Company's estimate for its state income tax expense, excess tax benefits related to equity compensation, and the impact of foreign tax benefits. See Note 10 of the Notes to Consolidated Financial Statements for a further discussion of income taxes.

In response to the COVID-19 pandemic, on March 27, 2020 the U.S. Congress passed the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which includes certain tax relief and benefits that may impact the Company. In light of the recent nature of these developments, the Company is currently evaluating the impact of the various provisions of the CARES Act on its income tax provision.

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Segment Discussion

Construction Products Group

	Three Months Ended March 31,
	2020			2019			Percent
	($ in millions)						Change
Revenues:
Construction aggregates	$	132.1		$	88.4		49.4	%
Other	17.3			17.6			(1.7)
Total revenues	149.4			106.0			40.9
Operating costs:
Cost of revenues	115.0			82.3			39.7
Selling, general, and administrative expenses	17.6			12.4			41.9
Operating profit	$	16.8		$	11.3		48.7
Operating profit margin	11.2		%	10.7		%
Depreciation, depletion, and amortization(1)	$	13.8		$	8.8		56.8

⁽¹⁾ Depreciation, depletion, and amortization are components of operating profit.

2020 versus 2019

•Revenues increased 40.9%, driven by the acquisition of Cherry, which increased revenue by approximately 40%. Higher volumes in the legacy aggregates and specialty materials businesses were roughly offset by lower volumes in aggregates plants serving oil and gas markets.

•Cost of revenues increased 39.7%, primarily due to higher volumes from the acquired Cherry business.

•Selling, general, and administrative costs increased by 41.9%, primarily due to additional costs from the acquired Cherry business.

•Depreciation, depletion, and amortization expense increased primarily due to the acquired Cherry business.

Energy Equipment Group

	Three Months Ended March 31,
	2020			2019			Percent
	($ in millions)						Change
Revenues:
Wind towers and utility structures	$	176.4		$	158.6		11.2	%
Other	46.8			50.5			(7.3)
Total revenues	223.2			209.1			6.7
Operating costs:
Cost of revenues	181.0			168.6			7.4
Selling, general, and administrative expenses	17.3			12.3			40.7
Operating profit	$	24.9		$	28.2		(11.7)
Operating profit margin	11.2		%	13.5		%
Depreciation and amortization(1)	$	7.4		$	7.0		5.7

⁽¹⁾ Depreciation and amortization are components of operating profit.

2020 versus 2019

•Revenues increased by 6.7%, driven by higher volumes in wind towers and utility structures, partially offset by lower steel prices in utility structures and lower volumes in our other product lines.

•Cost of revenues increased by 7.4%, driven by higher overall volumes in wind towers and utility structures and a $1.3 million impairment of assets at one of our facilities, partially offset by lower volumes in other product lines.

•Selling, general, and administrative costs increased by 40.7%, primarily due to a $2.9 million recovery of bad debt recorded in the prior year related to a single customer in our utility structures business.

•Operating profit decreased by 11.7% primarily due to the recovery of bad debt recorded in the prior year partially offset by higher overall volumes.

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Unsatisfied Performance Obligations (Backlog)

As of March 31, 2020, the backlog for wind towers and utility structures was $475.6 million compared to $549.2 million as of March 31, 2019. Approximately 82% of unsatisfied performance obligations for wind towers and utility structures are expected to be delivered during the year ending December 31, 2020 with the remainder expected to be delivered during 2021. Future wind tower orders are subject to uncertainty as Production Tax Credit ("PTC") eligibility for new wind farm projects is scheduled to expire at the end of 2020 and the level of credit phases out after 2024. Pricing of orders and individual order quantities reflect a market transitioning from PTC incentives. As of March 31, 2020, the backlog for our other business lines in our Energy Equipment Group was $29.0 million, of which 100% is expected to be delivered during the year ending December 31, 2020.

Transportation Products Group

	Three Months Ended March 31,
	2020			2019			Percent
	($ in millions)						Change
Revenues:
Inland barges	$	89.0		$	49.4		80.2	%
Steel components	28.0			48.1			(41.8)
Total revenues	117.0			97.5			20.0
Operating costs:
Cost of revenues	96.7			83.7			15.5
Selling, general, and administrative expenses	6.0			5.5			9.1
Operating profit	$	14.3		$	8.3		72.3
Operating profit margin	12.2		%	8.5		%
Depreciation and amortization (1)	$	4.4		$	3.8		15.8

⁽¹⁾ Depreciation and amortization are components of operating profit.

2020 versus 2019

•Revenues increased by 20.0%, primarily from higher hopper and tank barge deliveries, partially offset by decreased deliveries and lower contractual pricing for steel components.

•Cost of revenues increased 15.5%, driven by higher hopper and tank barge volumes, partially offset by lower steel component volumes. Cost of revenues decreased by $1.8 million due to start-up costs incurred in 2019 toward the re-opening of a previously idled barge manufacturing plant.

•Selling, general, and administrative costs increased primarily due to higher compensation costs.

Unsatisfied Performance Obligations (Backlog)

As of March 31, 2020, the backlog for the Transportation Products Group was $348.3 million compared to $383.9 million as of March 31, 2019. Approximately 91% of unsatisfied performance obligations for inland barges are expected to be delivered during the year ending December 31, 2020 with the remainder expected to be delivered in 2021.

Corporate

	Three Months Ended March 31,
	2020		2019		Percent
	(in millions)				Change
Corporate overhead costs	$	10.9	$	10.5	3.8	%

2020 versus 2019

•Corporate overhead costs increased 3.8% primarily due to higher acquisition-related transaction costs of $0.9 million. Excluding these costs, corporate overhead costs were lower than the prior year period.

•We estimate full-year corporate costs will be between $45 million and $50 million in fiscal year 2020.

24

Liquidity and Capital Resources

Arcosa’s primary liquidity requirement consists of funding our business operations, including capital expenditures, working capital investment, and disciplined acquisitions. Our primary sources of liquidity include cash flow from operations, our existing cash balance, availability under the revolving credit facility, and, as necessary, the issuance of additional long-term debt or equity. To the extent we have available liquidity, we may also consider undertaking new capital investment projects, executing additional strategic acquisitions, returning capital to stockholders, or funding other general corporate purposes.

Cash Flows

The following table summarizes our cash flows from operating, investing, and financing activities for the three months ended March 31, 2020 and 2019:

	Three Months Ended March 31,
	2020		2019
	(in millions)
Total cash provided by (required by):
Operating activities	$	41.5	$	125.0
Investing activities	(325.4)		(17.3)
Financing activities	244.2		(89.1)
Net increase (decrease) in cash and cash equivalents	$	(39.7)	$	18.6

Operating Activities. Net cash provided by operating activities for the three months ended March 31, 2020 was $41.5 million compared to $125.0 million for the three months ended March 31, 2019.

•The decrease in net cash provided by operating activities was primarily driven by changes in current assets and liabilities.

•The changes in current assets and liabilities resulted in a net use of cash of $22.8 million for the three months ended March 31, 2020 compared to a net source of cash of $71.6 million for the three months ended March 31, 2019. This decrease was primarily driven by a significant reduction in receivables for our Energy Equipment Group in the prior year as well a reduction in our accrued liabilities in the current year primarily related to compensation.

Investing Activities. Net cash required by investing activities for the three months ended March 31, 2020 was $325.4 million compared to $17.3 million for the three months ended March 31, 2019.

•Capital expenditures for the three months ended March 31, 2020 were $21.1 million compared to $18.0 million for the same period last year. Full-year capital expenditures are expected to range between $75 million and $85 million in 2020. We expect maintenance capital expenditures of approximately $65 million and capital expenditures related to additional growth to be in the range of $10 million and $20 million in 2020.

•Proceeds from the sale of property, plant, and equipment and other assets totaled $5.1 million for the three months ended March 31, 2020, compared to $0.7 million for the same period in 2019.

•Cash paid for acquisitions, net of cash acquired, was $309.4 million for the three months ended March 31, 2020 compared to no activity for the same period in 2019. There was no divestiture activity for the three months ended March 31, 2020 and 2019.

Financing Activities. Net cash provided by financing activities during the three months ended March 31, 2020 was $244.2 million compared to net cash required by financing activities of $89.1 million for the same period in 2019.

•Current year activity was primarily related to proceeds from the issuance of a new $150 million term loan and advances of $100 million under the the Company's revolving credit facility, while prior year activity was primarily related to repayments of advances of $80 million under the Company's revolving credit facility.

Other Investing and Financing Activities

Revolving Credit Facility

On January 2, 2020, the Company entered into an Amended and Restated Credit Agreement to increase the revolving credit facility to $500.0 million and added a term loan facility of $150.0 million, in each case with a maturity date of January 2, 2025.

The interest rates under the revolving credit facility and term loan are variable based on LIBOR or an alternate base rate plus a margin. A commitment fee accrues on the average daily unused portion of the revolving facility. The margin for borrowing and commitment fee rate are determined based on Arcosa’s leverage as measured by a consolidated total indebtedness to consolidated EBITDA ratio. The margin for borrowing ranges from 1.25% to 2.00% and was set at LIBOR plus 1.50% as of March 31, 2020. The commitment fee rate ranges from 0.20% to 0.35% and was set at 0.25% as of March 31, 2020. 

25

As a precautionary measure, to increase the Company’s cash position and preserve financial flexibility considering the current uncertainty resulting from the COVID-19 pandemic, the Company borrowed an additional $100.0 million on its revolving credit facility during the three months ended March 31, 2020. As of March 31, 2020, we had $200.0 million of outstanding loans borrowed and $26.0 million of letters of credit issued under the facility, leaving $274.0 million available.

The entire term loan was advanced on January 2, 2020 in connection with the closing of the acquisition of Cherry.

The Company's revolving credit and term loan facilities require the maintenance of certain ratios related to leverage and interest coverage. As of March 31, 2020, we were in compliance with all such financial covenants. Borrowings under the credit agreement are guaranteed by certain wholly-owned subsidiaries of the Company.

We believe, based on our current business plans, that our existing cash, available liquidity, and cash flow from operations will be sufficient to fund necessary capital expenditures and operating cash requirements for the foreseeable future. The Company further believes that its financial resources will allow it to manage the anticipated impact of COVID-19 on the Company's business operations for the foreseeable future. The macroeconomic uncertainties posed by COVID-19 are evolving rapidly. Consequently, the Company will continue to evaluate its financial position in light of future developments, particularly those relating to COVID-19.

Dividends and Repurchase Program

In March 2020, the Company declared a quarterly cash dividend of $0.05 per share to be paid in April 2020.

In December 2018, the Company’s Board of Directors authorized a $50 million share repurchase program effective December 5, 2018 through December 31, 2020. Under the program, the Company repurchased 56,836 shares at a cost of $2.0 million during the three months ended March 31, 2020. As of March 31, 2020, the Company had a remaining authorization of $34.0 million under the program. See Note 1 of the Notes to the Consolidated Financial Statements.

Derivative Instruments

In December 2018, the Company entered into an interest rate swap instrument, effective as of January 2, 2019 and expiring in 2023, to reduce the effect of changes in the variable interest rates associated with borrowings under the revolving credit facility. The instrument carried an initial notional amount of $100.0 million, thereby hedging the first $100.0 million of borrowings under the credit facility. The instrument effectively fixes the LIBOR component of the credit facility borrowings at a monthly rate of 2.71%. As of March 31, 2020, the Company has recorded a liability of $8.4 million for the fair value of the instrument, all of which is recorded in accumulated other comprehensive loss. See Note 3 and Note 7 of the Notes to the Consolidated Financial Statements.

Off-Balance Sheet Arrangements

As of March 31, 2020, we had letters of credit issued under our revolving credit facility in an aggregate principal amount of $26.0 million. Of the outstanding letters of credit as of March 31, 2020, $25.4 million are expected to expire in 2020, with the remainder in 2021. The majority of our letters of credit obligations support the Company’s various insurance programs and warranty claims and generally renew by their terms each year. See Note 7 of the Notes to the Consolidated Financial Statements.

Recent Accounting Pronouncements

See Note 1 of the Notes to the Consolidated Financial Statements for information about recent accounting pronouncements.

26

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not historical facts are forward-looking statements and involve risks and uncertainties. These forward-looking statements include expectations, beliefs, plans, objectives, future financial performances, estimates, projections, goals, and forecasts. Arcosa uses the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” and similar expressions to identify these forward-looking statements. Potential factors, which could cause our actual results of operations to differ materially from those in the forward-looking statements include, among others:

•the impact of the COVID-19 pandemic on our sales, operations, supply chain, and financial condition;

•market conditions and customer demand for our business products and services;

•the cyclical 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, including the Cherry acquisition;

•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;

•interest rates and capital costs;

•counter-party risks for financial instruments;

•long-term funding of our operations;

•taxes;

•the stability of the governments and political and business conditions in certain foreign countries, particularly Mexico;

•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;

•the inability to sufficiently protect our intellectual property rights;

•if the Company does not realize some or all of the benefits expected to result from the Separation, or if such benefits are delayed;

•the Company's ongoing businesses may be adversely affected and subject to certain risks and consequences as a result of the Separation;

•if the distribution of shares of Arcosa resulting from the Separation, together with certain related transactions, does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, the Company's stockholders at the time of the distribution and the Company could be subject to significant tax liability; and

•if the Separation does not comply with state and federal fraudulent conveyance laws and legal dividend requirements.

Any forward-looking statement speaks only as of the date on which such statement is made. Arcosa undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made. For a discussion of risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see Item 1A, “Risk Factors” in our 2019 Annual Report on Form 10-K and this Quarterly Report on Form 10-Q.

27

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There has been no material change in our market risks since December 31, 2019 as set forth in our 2019 Annual Report on Form 10-K. See Note 9 of the Notes to Consolidated Financial Statements for the impact of foreign exchange rate fluctuations for the three months ended March 31, 2020.

28

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures designed to ensure that it is able to collect and record the information it is required to disclose in the reports it files with the Securities and Exchange Commission (“SEC”), and to process, summarize, and disclose this information within the time periods specified in the rules of the SEC. The Company’s Chief Executive and Chief Financial Officers are responsible for establishing and maintaining these procedures and, as required by the rules of the SEC, evaluating their effectiveness. Based on their evaluation of the Company’s disclosure controls and procedures that took place as of the end of the period covered by this report, the Chief Executive and Chief Financial Officers believe that these procedures are effective to 1) ensure that the Company is able to collect, process, and disclose the information it is required to disclose in the reports it files with the SEC within the required time periods and 2) accumulate and communicate this information to the Company’s management, including its Chief Executive and Chief Financial Officers, to allow timely decisions regarding this disclosure.

Changes in Internal Control over Financial Reporting

During the period covered by this report, there have been no changes in the Company’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

As permitted by the SEC Staff interpretive guidance for recently acquired businesses, management's assessment and conclusion on the effectiveness of the Company's disclosure controls and procedures as of March 31, 2020 excludes an assessment of the internal control over financial reporting of the Cherry business acquired in January 2020. The Cherry business represents approximately 13% of consolidated total assets and approximately 9% of consolidated revenues as of and for the three months ended March 31, 2020.

29

PART II

Item 1. Legal Proceedings

On July 22, 2019, the Company was served with a breach of contract lawsuit filed by Thomas & Betts Corporation (“T&B”) against the Company and its wholly-owned subsidiary, Trinity Meyer Utility Structures, LLC, now known as Meyer Utility Structures, LLC (“Meyer”), in the Supreme Court of the State of New York, New York County. T&B’s claims relate to responsibility for alleged product warranty claims pursuant to the terms of the Asset Purchase Agreement, dated June 24, 2014, entered into by and between T&B and Meyer (the “APA”) with respect to Meyer’s purchase of certain assets of T&B’s utility structure business. The Company and Meyer subsequently removed the litigation to federal court. The case is currently pending under Case No. 1:19-cv-07829-PAE; Thomas & Betts Corporation, now known as, ABB Installation Products, Inc., Plaintiff, v. Trinity Meyer Utility Structures, LLC, formerly known as McKinley 2014 Acquisition, LLC, and Arcosa, Inc., Defendants; In the United States District Court for the Southern District of New York. The Company and Meyer have filed a motion to dismiss T&B’s claims, and an Answer and Counterclaims against T&B. We intend to vigorously defend ourselves in this matter.

Item 1A. Risk Factors

There have been no material changes in the Company's risk factors from those set forth in our 2019 Annual Report on Form 10-K, except as follows:

Arcosa’s business, financial condition and results of operations may be adversely affected by the recent global COVID-19 outbreak and other similar outbreaks.

Arcosa’s business, financial condition and results of operations may be adversely affected if a pandemic or outbreak of an infectious disease occurs. For example, the current outbreak of COVID-19 has disrupted global trade, commerce, financial and credit markets, and daily life throughout the world. The United States Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency currently identifies our employees as an Essential Critical Infrastructure Workforce. We have similar designations from the state governments where our manufacturing facilities are located. This essential critical classification currently allows Arcosa’s physical operations to continue. We continue to monitor our operations and the impact of government orders and recommendations. Arcosa maintains facilities throughout the United States, many of which are currently subject to stay-at-home or shelter-in-place orders under local ordinances, with some employees having to work remotely if possible. While some of our employees can work remotely, most of Arcosa’s manufacturing operations requires our employees to physically work in our manufacturing facilities. If federal, state, or local authorities determine that Arcosa’s operations are non-essential or non-critical, or if one or more of Arcosa’s facilities become subject to governmental ordered or voluntary temporary closure, the business, financial condition and results of operations for the affected segment or for Arcosa as a whole could be materially affected.

In addition, certain of Arcosa’s workers and operations are located in areas where travel and curfew restrictions have been imposed, such as Mexico. Disruptions to Arcosa’s cross-border business transactions and activities caused by COVID-19 could materially affect Arcosa’s business and results of operations. Our highest priority is the health and safety of our employees, and our facilities follow the highest standards to safeguard our employees' health and safety.

The extent to which the COVID-19 pandemic impacts our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict, including: the duration and scope of the pandemic; governmental, business, and individuals’ actions that have been and continue to be taken in response to the pandemic; the impact of the pandemic on economic activity, including the length of any related recession, and actions taken in response; the effect on our customers and customer demand for our products and services; our ability to sell and provide our products and services, including as a result of travel restrictions and people working from home; if members of our management and other key personnel in critical functions across the Company are unable to perform their duties or have limited availability; the ability of our customers to pay for our products and services; any disruption in our supply chain; the ability to procure the required personal protective equipment for our employees; our ability to continue operations in compliance with COVID-19 related regulations; and any closures of our and our customers’ facilities; cybersecurity and IT infrastructure risks from the increase in our employees' remote working; the impact of the COVID-19 pandemic on the health and safety of our employees; the impact of the COVID-19 pandemic on the demand for commodities, including oil, served by our products and services; and the pace of recovery when the COVID-19 pandemic subsides, as well as, the response to a potential reoccurrence. In addition, the negative impact on the economy could cause customers to postpone projects, cancel or delay orders, or declare bankruptcy. Any of these events could cause or contribute to the risks and uncertainties enumerated in our Annual Report on Form 10-K and could materially adversely affect our business, financial condition, results of operations and/or stock price.

30

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

This table provides information with respect to purchases by the Company of shares of its common stock during the quarter ended March 31, 2020:

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)
January 1, 2020 through January 31, 2020	65	$	45.74	—	$	36,025,126
February 1, 2020 through February 29, 2020	286	$	42.77	—	$	36,025,126
March 1, 2020 through March 31, 2020	57,296	$	35.07	56,836	$	34,030,774
Total	57,647	$	35.12	56,836	$	34,030,774

⁽¹⁾  These columns include the following transactions during the three months ended March 31, 2020: (i) the surrender to the Company of 811 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 56,836 shares of common stock on the open market as part of the stock repurchase program.

⁽²⁾  In December 2018, the Company’s Board of Directors authorized a $50 million share repurchase program that expires December 31, 2020.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Form 10-Q.

Item 5. Other Information

None.

31

Item 6. Exhibits

NO.	DESCRIPTION
3.1	Restated Certificate of Incorporation of Arcosa, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-8 filed on October 31, 2018, File No. 333-228098).
3.2	Amended and Restated Bylaws of Arcosa, Inc. (filed herewith).
10.1	Amended and Restated Credit Agreement dated as of January 2, 2020 by and among Arcosa, Inc., as borrower, the lenders thereto, JPMorgan Chase Bank, National Association, as administrative agent, Bank of America, N.A., as syndication agent and Wells Fargo Bank, National Association and Truist Bank, as co-documentation agents (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on January 6, 2020, File No. 001-38494).
31.1	Rule 13a-15(e) and 15d-15(e) Certification of the Chief Executive Officer (filed herewith).
31.2	Rule 13a-15(e) and 15d-15(e) Certification of the Chief Financial Officer (filed herewith).
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
95	Mine Safety Disclosure Exhibit (filed herewith).
101.INS	Inline XBRL Instance Document (filed electronically herewith).
101.SCH	Inline XBRL Taxonomy Extension Schema Document (filed electronically herewith).
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith).
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith).
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith).
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith).
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

32

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ARCOSA, INC.	By	/s/ Scott C. Beasley
Registrant
		Scott C. Beasley
		Chief Financial Officer
		April 29, 2020

33

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

BYLAWS

OF

ARCOSA, INC.

A Delaware Corporation

(as amended March 5, 2020)

1613368.03A-NYCSR03A - MSW

TABLE OF CONTENTS

Page

ARTICLE I 
OFFICES

Section 1.1Registered Office 1

Section 1.2Other Offices 1

ARTICLE II 
MEETINGS OF STOCKHOLDERS

Section 2.1Place of Meetings 1

Section 2.2Annual Meetings 1

Section 2.3Special Meetings 2

Section 2.4Notice 2

Section 2.5Nature of Business at Meetings of Stockholders 2

Section 2.6Nomination of Directors 6

Section 2.7Adjournments 14

Section 2.8Quorum 15

Section 2.9Voting 15

Section 2.10Proxies 16

Section 2.11List of Stockholders Entitled to Vote 17

Section 2.12Record Date 18

Section 2.13Stock Ledger 18

Section 2.14Conduct of Meetings 18

Section 2.15Inspectors of Election 19

ARTICLE III 
DIRECTORS

Section 3.1Number of Directors 20

Section 3.2Election of Directors 20

Section 3.3Vacancies 22

Section 3.4Duties and Powers 22

Section 3.5Meetings 22

Section 3.6Organization 23

Section 3.7Resignations and Removals of Directors 24

Section 3.8Quorum 24

Section 3.9Actions of the Board of Directors by Written Consent 25

i

Section 3.10Meetings by Means of Conference Telephone 25

Section 3.11Committees 26

Section 3.12Compensation 27

Section 3.13Interested Directors 27

Section 3.14Proxy Access for Director Nominations 28

ARTICLE IV 
OFFICERS

Section 4.1General 45

Section 4.2Election 46

Section 4.3Voting Securities Owned by the Corporation 46

Section 4.4Chairperson of the Board of Directors 47

Section 4.5President 47

Section 4.6Vice Presidents 48

Section 4.7Secretary 48

Section 4.8Treasurer 49

Section 4.9Assistant Secretaries 50

Section 4.10Assistant Treasurers 50

Section 4.11Other Officers 51

ARTICLE V 
STOCK

Section 5.1Shares of Stock 51

Section 5.2Signatures 51

Section 5.3Lost Certificates 51

Section 5.4Transfers 52

Section 5.5Dividend Record Date 53

Section 5.6Record Owners 53

Section 5.7Transfer and Registry Agents 53

ARTICLE VI 
NOTICES

Section 6.1Notices 54

Section 6.2Waivers of Notice 54

ARTICLE VII 
GENERAL PROVISIONS

Section 7.1Dividends 55

Section 7.2Disbursements 55

Section 7.3Fiscal Year 55

Section 7.4Corporate Seal 56

ii

ARTICLE VIII 
INDEMNIFICATION

Section 8.1Power to Indemnify in Actions, Suits or Proceedings 
 other than Those by or in the Right of the Corporation 56

Section 8.2Power to Indemnify in Actions, Suits or Proceedings 
 by or in the Right of the Corporation 57

Section 8.3Authorization of Indemnification 57

Section 8.4Good Faith Defined 58

Section 8.5Indemnification by a Court 59

Section 8.6Expenses Payable in Advance 60

Section 8.7Nonexclusivity of Indemnification and Advancement of Expenses 60

Section 8.8Insurance 61

Section 8.9Certain Definitions 61

Section 8.10Survival of Indemnification and Advancement of Expenses 62

Section 8.11Limitation on Indemnification 62

Section 8.12Indemnification of Employees and Agents 63

ARTICLE IX 
FORUM FOR ADJUDICATION OF CERTAIN DISPUTES

Section 9.1Forum for Adjudication of Certain Disputes 63

ARTICLE X 
AMENDMENTS

Section 10.1Amendments 64

Section 10.2Entire Board of Directors 65

iii

BYLAWS 
OF 
ARCOSA, INC. 
(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

Section 1.1Registered Office. The address of the registered office of Arcosa, Inc. (the “Corporation”) in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, 19801. The name of its registered agent at that address is The Corporation Trust Company.

Section 1.2Other Offices. The Corporation may also have offices at such other places within or without the State of Delaware as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine, or as the business of the Corporation may require.

ARTICLE II  
MEETINGS OF STOCKHOLDERS

Section 2.1 Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors.

Section 2.2Annual Meetings. The annual meeting of stockholders for the election of directors (each, an “Annual Meeting of Stockholders”) shall be held on such

1

date and at such time as shall be designated from time to time by the Board of Directors. Any other proper business may be transacted at the Annual Meeting of Stockholders.

Section 2.3Special Meetings. Special meetings of stockholders (each, a “Special Meeting of Stockholders”), for any purpose or purposes, may be called solely in accordance with the certificate of incorporation of the Corporation, as amended and restated from time to time (the “Certificate of Incorporation”). At a Special Meeting of Stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors.

Section 2.4Notice. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a Special Meeting of Stockholders, the purpose or purposes for which the meeting is called. Unless otherwise required by applicable law, written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to notice of and to vote at such meeting.

Section 2.5Nature of Business at Meetings of Stockholders.

(a)Only such business (other than nominations for election to the Board, which must comply with the provisions of Section 2.6 of this ARTICLE II) may be transacted at an Annual Meeting of Stockholders as is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought

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before the Annual Meeting of Stockholders by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the Annual Meeting of Stockholders by any stockholder of the Corporation who (i) is a stockholder of record on the date of the giving of the notice provided for in this Section 2.5 and on the record date for the determination of stockholders entitled to notice of and to vote at such Annual Meeting of Stockholders and (ii) complies with the notice procedures set forth in this Section 2.5.

(b)In addition to any other applicable requirements, for business to be properly brought before an Annual Meeting of Stockholders by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary. To be timely, a stockholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders; provided, however, that if the date of the Annual Meeting of Stockholders is more than thirty (30) days before or more than sixty (60) days after the first anniversary of the preceding year’s Annual Meeting of Stockholders, then, to be timely, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred and twentieth (120th) day prior to the date of such Annual Meeting of Stockholders and not later than the close of business on the later of the ninetieth (90th) day prior to the date of such Annual Meeting of Stockholders, unless if the first public announcement of the date of such Annual Meeting of Stockholders is less than one hundred (100) days prior to the date of such Annual Meeting of Stockholders, in which

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case then the tenth (10th) day following the day on which public announcement of the date of such Annual Meeting of Stockholders is first made by the Corporation. In no event shall the adjournment or postponement of an Annual Meeting of Stockholders, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(c)To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (a) as to each matter such stockholder proposes to bring before the Annual Meeting of Stockholders, a brief description of the business desired to be brought before the Annual Meeting of Stockholders and the proposed text of any proposal regarding such business (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend these Bylaws of the Corporation (these “Bylaws”), the text of the proposed amendment), and the reasons for conducting such business at the Annual Meeting of Stockholders, and (b) as to the stockholder giving notice and the beneficial owner, if any, on whose behalf the proposal is being made, (i) the name and address of such person, (ii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf

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of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (iii) a description of all agreements, arrangements, or understandings (whether written or oral) between or among such person, or any affiliates or associates of such person, and any other person or persons (including their names) in connection with or relating to (A) the Corporation or (B) the proposal, including any material interest in, or anticipated benefit from the proposal to such person, or any affiliates or associates of such person, (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting to bring such business before the meeting; and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by such person with respect to the proposed business to be brought by such person before the Annual Meeting of Stockholders pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder.

(d)A stockholder providing notice of business proposed to be brought before an Annual Meeting of Stockholders shall further update and supplement

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such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.5 shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the Annual Meeting of Stockholders and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of, and to vote at, the Annual Meeting of Stockholders.

(e)No business shall be conducted at the Annual Meeting of Stockholders except business brought before the Annual Meeting of Stockholders in accordance with the procedures set forth in this Section 2.5; provided, however, that, once business has been properly brought before the Annual Meeting of Stockholders in accordance with such procedures, nothing in this Section 2.5 shall be deemed to preclude discussion by any stockholder of any such business. If the chairperson of an Annual Meeting of Stockholders determines that business was not properly brought before the Annual Meeting of Stockholders in accordance with the foregoing procedures, the chairperson shall declare to the Annual Meeting of Stockholders that the business was not properly brought before such Annual Meeting of Stockholders and such business shall not be transacted.

(f)Nothing contained in this Section 2.5 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision of law).

Section 2.6Nomination of Directors.

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(a)Nominations Generally. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation by stockholders, except as may be otherwise provided in the Certificate of Incorporation with respect to the right, if any, of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any Annual Meeting of Stockholders, or at any Special Meeting of Stockholders called for the purpose of electing directors, (i) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (ii) by any stockholder of the Corporation (1) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.6 and on the record date for the determination of stockholders entitled to notice of and to vote at such Annual Meeting of Stockholders or Special Meeting of Stockholders and (2) who complies with the notice procedures set forth in this Section 2.6.

(b)Nominations by Stockholders. In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

(i)To be timely, a stockholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Corporation:

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(1)in the case of an Annual Meeting of Stockholders, not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders; provided, however, that in the event that the Annual Meeting of Stockholders is called for a date that is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder in order to be timely must be so received not earlier than the close of business on the one hundred and twentieth (120th) day prior to the date of such Annual Meeting of Stockholders and not later than the close of business on the later of (x) the ninetieth (90th) day prior to the date of such Annual Meeting of Stockholders or (y) if the first public announcement of the date of such Annual Meeting of Stockholders is less than one hundred (100) days prior to the date of such Annual Meeting of Stockholders, the tenth (10th) day following the day on which public announcement of the date of such Annual Meeting of Stockholders is first made by the Corporation; and

(2)in the case of a Special Meeting of Stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the Special Meeting of Stockholders was mailed or public disclosure of the date of the Special Meeting of Stockholders was first made by the Corporation, whichever first occurs.

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In no event shall the adjournment or postponement of an Annual Meeting of Stockholders or a Special Meeting of Stockholders called for the purpose of electing directors, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(ii)To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information:

(1)as to each person whom the stockholder proposes to nominate for election as a director (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) such person’s answers to a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request), (D) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (E) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number

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of such shares of stock of the Corporation held by each such nominee holder, (F) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation, (G) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation, (H) such person’s written representation and agreement, in the form provided by the Secretary upon written request, that such person (x) is not and will not become a party to any agreement, arrangement or understanding (whether written or oral) with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question, (y) is not and will not become a party to any agreement, arrangement or understanding (whether written or oral) with any person or entity other than the Corporation with respect to any direct or indirect

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compensation, reimbursement or indemnification in connection with service or action as a director of the Corporation that has not been disclosed to the Corporation, and (z) in such person’s individual capacity, would be in compliance, if elected as a director of the Corporation, and will comply with, all applicable publicly disclosed confidentiality, corporate governance, conflict of interest, Regulation FD, code of conduct and ethics, and stock ownership and trading policies and guidelines of the Corporation, (I) such person’s written undertaking, if elected as a director of the Corporation, to submit a conditional letter of resignation upon election, the effectiveness of such resignation to be conditioned on a finding by a court of competent jurisdiction that such person, in their capacity as a director of the Corporation, intentionally disclosed confidential information to third parties in breach of such person’s confidentiality obligations to the Corporation under applicable law, any applicable agreement or any policies or guidelines of the Corporation, (J) such person’s written consent to being named as a nominee stating such person’s intention, if elected, to serve the full term of office as a director and (K) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder;

(2)as to the stockholder giving the

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notice, and the beneficial owner, if any, on whose behalf the nomination is being made, (A) the name and record address of the stockholder giving the notice and the name and principal place of business of such beneficial owner, (B) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (C) the name of each nominee holder of shares of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of shares of stock of the Corporation held by each such nominee holder, (D) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation, (E) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation, (F) a description of (x) all agreements, arrangements, or

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understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any proposed nominee, or any affiliates or associates of such proposed nominee, (y) all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any other person or persons (including their names) pursuant to which the nomination(s) are being made by such person or otherwise relating to the Corporation or their ownership of capital stock of the Corporation and (z) any material interest of such person, or any affiliates or associates of such person, in such nomination, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person, (G) a representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting of Stockholders or Special Meeting of Stockholders to nominate the persons named in such stockholder’s notice, (H) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder and (I) such other information as the Corporation may reasonably require, including such information as may be necessary or appropriate in determining the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence,

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or lack thereof, of such nominee.

(c)Duty to Update Nominations and Information. A stockholder providing notice of any nomination proposed to be made at an Annual Meeting of Stockholders or a Special Meeting of Stockholders shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.6 shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the Annual Meeting of Stockholders or Special Meeting of Stockholders, and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of such Annual Meeting of Stockholders or Special Meeting of Stockholders.

(d)Eligibility of a Nominee. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.6. If the chairperson of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairperson shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

Section 2.7Adjournments. The chairperson of the meeting shall have the power to adjourn such meeting from time to time to reconvene at the same or some other place, if any, and notice need not be given of such adjourned meeting if the time and place, if any, thereof are announced at the meeting at which the adjournment is taken. At

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the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting in accordance with the requirements of Section 2.4 of this ARTICLE II shall be given to each stockholder of record entitled to notice of and to vote at the meeting.

Section 2.8Quorum. Unless otherwise required by applicable law or the Certificate of Incorporation, the holders of a majority of the Corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in Section 2.7 of this ARTICLE II, until a quorum shall be present or represented.

Section 2.9Voting. Unless otherwise required by applicable law, the Certificate of Incorporation or these Bylaws or permitted by the rules of any stock exchange on which the Corporation’s shares are listed and traded, any question brought before any meeting of the stockholders, other than the election of directors, shall be decided by the vote of the holders of a majority of the total number of votes of the Corporation’s capital stock represented at the meeting and entitled to vote on such question, voting as a single class. Unless otherwise provided in the Certificate of

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Incorporation, and subject to Section 2.12 of this ARTICLE II, each stockholder represented at a meeting of the stockholders shall be entitled to cast one (1) vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy as provided in Section 2.8 of this ARTICLE II. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of the stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 2.10Proxies. Each stockholder entitled to vote at a meeting of the stockholders may authorize another person or persons to act for such stockholder as proxy, but no such proxy shall be voted upon after three (3) years from its date, unless such proxy provides for a longer period. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, the following shall constitute a valid means by which a stockholder may grant such authority:

(a)A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.

(b)A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization

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or like agent duly authorized by the person who will be the holder of the proxy to receive such telegram, cablegram or other means of electronic transmission; provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other means of electronic transmission was authorized by the stockholder. If it is determined that such telegram, cablegram or other means of electronic transmission are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information on which they relied.

Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, however, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 2.11List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting (i) either at a place within the city where the

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meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held or (ii) during ordinary business hours, at the principal place of business of the Corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.12Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 2.13Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.11 of this ARTICLE II or the books of the Corporation, or to vote in person or by proxy at any meeting of the stockholders.

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Section 2.14Conduct of Meetings. The Board of Directors of the Corporation may adopt by resolution such rules and regulations for the conduct of any meeting of the stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairperson of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairperson, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairperson of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairperson of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vi) limitations on the time allotted to questions or comments by participants.

Section 2.15Inspectors of Election. In advance of any meeting of the stockholders, the Board of Directors, by resolution, the Chairperson or the President shall appoint one or more inspectors to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of the stockholders, the chairperson of the meeting shall appoint one or more inspectors to act at

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the meeting. Unless otherwise required by applicable law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by applicable law.

ARTICLE III  
DIRECTORS

Section 3.1Number of Directors. The number of directors constituting the Board of Directors shall be determined in the manner set forth in the Certificate of Incorporation. Until the 2022 Annual Meeting of Stockholders, the Board of Directors shall be classified pursuant to Section 141(d) of the General Corporation Law of the State of Delaware (the “DGCL”) and in accordance with the Certificate of Incorporation. Each director elected shall hold office until his or her successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal. Directors need not be residents of the State of Delaware or stockholders of the Corporation.

Section 3.2Election of Directors.

(a)Each director shall be elected by the vote of the majority of the votes cast with respect to that director’s election at any meeting for the election of directors at which a quorum is present; provided that if the number of persons properly nominated to serve as directors exceeds the number of directors to be elected, then each

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director of the Corporation shall be elected by the vote of a plurality of the shares present in person or by proxy at the meeting and entitled to vote on the election of directors. For purposes of this Section 3.2, a majority of votes cast shall mean that the number of shares voted “for” a director’s election exceeds fifty percent (50%) of the number of votes cast with respect to the director’s election; votes cast shall include votes to withhold authority and exclude abstentions with respect to the director’s election.

(b)If a nominee for director is not elected and the nominee is an incumbent director, the director shall promptly tender his or her resignation to the Board of Directors, subject to acceptance by the Board of Directors. The Corporate Governance and Directors Nominating Committee will make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors will act on the tendered resignation, taking into account the Corporate Governance and Directors Nominating Committee’s recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within ninety (90) days from the date of certification of the election results. The Corporate Governance and Directors Nominating Committee in making its recommendation and the Board of Directors in making its decision may each consider any factors or other information that they consider appropriate and relevant. The director who tenders his or her resignation will not participate in the recommendation of the Corporate Governance

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and Directors Nominating Committee or the decision of the Board of Directors with respect to his or her resignation.

(c)If a director’s resignation is accepted by the Board of Directors pursuant to this Section 3.2, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors shall fill the resulting vacancy pursuant to the Certificate of Incorporation and the provisions of Section 2.6 of ARTICLE II hereof or decrease the size of the Board of Directors.

Section 3.3Vacancies. Any vacancy on the Board of Directors that results from an increase in the number of directors shall be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring on the Board of Directors shall be filled by a majority of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director. During the period in which the Board is classified pursuant to Section 141(d) of the DGCL, any director of any class elected to fill a vacancy resulting from an increase in the number of directors of such class shall hold office for a term that shall coincide with the remaining term of that class. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor.

Section 3.4Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as

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are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.

Section 3.5Meetings. The Board of Directors and any committee thereof may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors or any committee thereof may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors or such committee, respectively. Special meetings of the Board of Directors may be called by the Chairperson, if there be one, the President, or a majority of directors then in office. Special meetings of any committee of the Board of Directors may be called by the chairperson of such committee, if there be one, the President, or a majority of the directors serving on such committee. Notice thereof stating the place, date and hour of the meeting shall be given to each director (or, in the case of a committee, to each member of such committee) either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, telegram or other electronic transmission on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 3.6Organization. At each meeting of the Board of Directors or any committee thereof, the Chairperson or the chairperson of such committee, as the case may be, or, in his or her absence or if there be none, a director chosen by a majority of the directors present, shall act as chairperson. Except as provided below, the Secretary of the Corporation shall act as secretary at each meeting of the Board of Directors and of each committee thereof. In case the Secretary shall be absent from any meeting of the Board

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of Directors or of any committee thereof, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all the Assistant Secretaries, the chairperson of the meeting may appoint any person to act as secretary of the meeting. Notwithstanding the foregoing, the members of each committee of the Board of Directors may appoint any person to act as secretary of any meeting of such committee and the Secretary or any Assistant Secretary of the Corporation may, but need not if such committee so elects, serve in such capacity.

Section 3.7Resignations and Removals of Directors. Any director of the Corporation may resign from the Board of Directors or any committee thereof at any time, by giving notice in writing or by electronic transmission to the Chairperson, if there be one, the President or the Secretary of the Corporation and, in the case of a committee, to the chairperson of such committee, if there be one. Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Except as otherwise required by applicable law and subject to the rights, if any, of the holders of shares of preferred stock then outstanding, any director or the entire Board of Directors may be removed from office at any time and only by the affirmative vote of the holders of at least a majority in voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors; provided, however, that until such time as the Board of Directors is no longer classified, directors may be removed from office only for cause in accordance with Section 141(k) of the DGCL, following which directors may be removed from office with or without

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cause. Any director serving on a committee of the Board may be removed from such committee at any time by the Board.

Section 3.8Quorum. Except as otherwise required by applicable law, the Certificate of Incorporation or the rules and regulations of any securities exchange or quotation system on which the Corporation’s securities are listed or quoted for trading, at all meetings of the Board of Directors or any committee thereof, a majority of the entire Board of Directors or a majority of the directors constituting such committee, as the case may be, shall constitute a quorum for the transaction of business and the act of a majority of the directors or committee members present at any meeting at which there is a quorum shall be the act of the Board of Directors or such committee, as applicable. If a quorum shall not be present at any meeting of the Board of Directors or any committee thereof, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

Section 3.9Actions of the Board of Directors by Written Consent. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Section 3.10Meetings by Means of Conference Telephone. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board

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of Directors or such committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.10 shall constitute presence in person at such meeting.

Section 3.11Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Each member of a committee must meet the requirements for membership, if any, imposed by applicable law and the rules and regulations of any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. Subject to the rules and regulations of any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading, in the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another qualified member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may

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require it. Each committee shall keep regular minutes and report to the Board of Directors when required. Notwithstanding anything to the contrary contained in this ARTICLE III, the resolution of the Board of Directors establishing any committee of the Board of Directors and/or the charter of any such committee may establish requirements or procedures relating to the governance and/or operation of such committee that are different from, or in addition to, those set forth in these Bylaws and, to the extent that there is any inconsistency between these Bylaws and any such resolution or charter, the terms of such resolution or charter shall be controlling.

Section 3.12Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary for service as director, payable in cash or securities. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for service as committee members.

Section 3.13Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because any such director’s or officer’s vote is counted for such purpose if: (i) the material facts as to the director’s or officer’s

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relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 3.14Proxy Access for Director Nominations.

(a)Whenever the Board of Directors solicits proxies with respect to the election of directors at an Annual Meeting of Stockholders, subject to the provisions of this Section 3.14, the Corporation shall include in its proxy statement, on its form of proxy card, voting instruction form and on any ballot distributed at such Annual Meeting of Stockholders, in addition to any persons nominated for election by the Board of Directors or any committee thereof, the name, together, in the case of the proxy statement, with the Required Information (defined below), of any person nominated for election (the “Stockholder Nominee”) to the Board of Directors by a stockholder or group of no more than 20 stockholders that satisfies the requirements of this Section 3.14 (such stockholder or stockholder group, including each member thereof to the extent the

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context requires, the “Eligible Stockholder”), and who expressly elects at the time of providing the notice required by this Section 3.14 (the “Notice of Proxy Access Nomination”) to have its nominee included in the Corporation’s proxy materials pursuant to this Section 3.14. For purposes of this Section 3.14, in calculating the number of stockholders in a group seeking to qualify as an Eligible Stockholder, two or more funds that are (i) under common management and investment control, (ii) under common management and funded primarily by the same employer, or (iii) a “group of investment companies” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended, shall be counted as one stockholder. In the event that the Eligible Stockholder consists of a group of stockholders, any and all requirements and obligations for an individual Eligible Stockholder that are set forth in these Bylaws, including the Minimum Holding Period (defined below), shall apply to each member of such group; provided, however, that the Required Ownership Percentage (defined below) shall apply to the ownership of the group in the aggregate. For purposes of this Section 3.14, the “Required Information” that the Corporation will include in its proxy statement is the information provided to the secretary of the Corporation concerning the Stockholder Nominee and the Eligible Stockholder that is required to be disclosed in the Corporation’s proxy statement by the regulations promulgated under the Exchange Act, and if the Eligible Stockholder so elects, a written statement of the Eligible Stockholder (or, in the case of a group, a written statement of the group), not to exceed 500 words, in support of each Stockholder Nominee’s candidacy (the “Statement”). Notwithstanding anything to the contrary contained in this Section 3.14, the Corporation may omit from its proxy materials any information or Statement (or portion thereof) that it, in good faith,

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believes is untrue in any material respect (or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading) or would violate any applicable law or regulation, and the Corporation may solicit against, and include in the proxy statement its own statement relating to, any Stockholder Nominee.

(b)To be timely, the Notice of Proxy Access Nomination must be addressed to the secretary of the Corporation and received at the principal executive offices of the Corporation no earlier than one hundred fifty (150) days and no later than one hundred twenty (120) days before the anniversary of the date that the Corporation commenced mailing of its definitive proxy statement for the previous year’s Annual Meeting of Stockholders; provided, however, that in the event the Annual Meeting of Stockholders is more than thirty (30) days before or after the anniversary date of the prior year’s Annual Meeting of Stockholders, or if no Annual Meeting of Stockholders was held in the preceding year, to be timely, the Notice of Proxy Access Nomination must be received at the principal executive offices of the Corporation no earlier than one hundred fifty (150) days before such Annual Meeting of Stockholders and no later than the later of one hundred twenty (120) days before such Annual Meeting of Stockholders or the tenth (10th) day following the day on which public announcement of the date of such Annual Meeting of Stockholders is first made by the Corporation. In no event shall an adjournment or postponement of an Annual Meeting of Stockholders commence a new time period (or extend any time period) for the giving of the Notice of Proxy Access Nomination as described above.

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(c)The maximum number of Stockholder Nominees nominated by all Eligible Stockholders that will be included in the Corporation’s proxy materials with respect to an Annual Meeting of Stockholders shall not exceed the greater of (i) two and (ii) 20% of the total number of directors in office (rounded down to the nearest whole number) as of the last day on which a Notice of Proxy Access Nomination may be delivered pursuant to and in accordance with this Section 3.14 (the “Final Proxy Access Nomination Date”). In the event that one or more vacancies for any reason occurs after the Final Proxy Access Nomination Date but before the date of the Annual Meeting of Stockholders and the Board of Directors resolves to reduce the size of the Board of Directors in connection therewith, the maximum number of Stockholder Nominees included in the Corporation’s proxy materials shall be calculated based on the number of directors in office as so reduced. The following individuals shall be counted as one of the Stockholder Nominees for purposes of determining when the maximum number of Stockholder Nominees provided for in this Section 3.14 has been reached: (i) any individual nominated by an Eligible Stockholder for inclusion in the Corporation’s proxy materials pursuant to this Section 3.14 whom the Board of Directors decides to nominate as a nominee of the Board of Directors, (ii) any individual nominated by an Eligible Stockholder for inclusion in the Corporation’s proxy materials pursuant to this Section 3.14 but whose nomination is subsequently withdrawn, (iii) any individual who was previously elected to the Board of Directors as a Stockholder Nominee at any of the preceding two Annual Meetings of Stockholders and who is nominated for election at such Annual Meeting of Stockholders by the Board of Directors as a nominee of the Board of Directors and (iv) any director in office or director candidate who, in each case,

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will be included in the Corporation’s proxy materials with respect to such Annual Meeting of Stockholders as an unopposed (by the Corporation) nominee pursuant to an agreement, arrangement or understanding between the Corporation and a stockholder or group of stockholders (other than such agreement, arrangement or understanding entered into in connection with an acquisition of stock by such stockholder, or group of stockholders, from the Corporation). Any Eligible Stockholder submitting more than one Stockholder Nominee for inclusion in the Corporation’s proxy materials pursuant to this Section 3.14 shall rank such Stockholder Nominees based on the order that the Eligible Stockholder desires such Stockholder Nominees to be selected for inclusion in the Corporation’s proxy statement in the event that the total number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section 3.14 exceeds the maximum number of nominees provided for in this Section 3.14. In the event that the number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section 3.14 exceeds the maximum number of nominees provided for in this Section 3.14, the highest ranking Stockholder Nominee who meets the requirements of this Section 3.14 from each Eligible Stockholder will be selected for inclusion in the Corporation’s proxy materials until the maximum number is reached, going in order of the amount (largest to smallest) of shares of the Corporation’s outstanding common stock each Eligible Stockholder disclosed as owned in its respective Notice of Proxy Access Nomination submitted to the Corporation. If the maximum number is not reached after the highest ranking Stockholder Nominee who meets the requirements of this Section 3.14 from each Eligible Stockholder has been selected, this process will continue as many times as necessary, following the same order each time, until the maximum number is

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reached. Following such determination, if any Stockholder Nominee who satisfies the eligibility requirements of this Section 3.14 (y) thereafter is nominated by the Board of Directors or (z) thereafter is not included in the Corporation’s proxy materials or is not submitted for election as a director, in either case, as a result of the Nominating Stockholder becoming ineligible or withdrawing its nomination, the Stockholder Nominee becoming unwilling or unable to serve on the Board of Directors or the Eligible Stockholder or the Stockholder Nominee failing to comply with the provisions of this Section 3.14, no other nominee or nominees shall be included in the Corporation’s proxy materials or otherwise submitted for director election in substitution thereof.

(d)For purposes of this Section 3.14, an Eligible Stockholder shall be deemed to “own” only those outstanding shares of common stock of the Corporation as to which the stockholder possesses both:

(i)the full voting and investment rights pertaining to the shares; and

(ii)the full economic interest in (including the opportunity for profit from and risk of loss on) such shares;

provided that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares:

(x) sold by such stockholder or any of its affiliates in any transaction that has not been settled or closed, including any short sale;

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(y) borrowed by such stockholder or any of its affiliates for any purposes or purchased by such stockholder or any of its affiliates pursuant to an agreement to resell; or

(z) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such stockholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares of outstanding common stock of the Corporation, in any such case which instrument or agreement has, or is intended to have, or if exercised by either party would have, the purpose or effect of:

(1) reducing in any manner, to any extent or at any time in the future, such stockholder’s or its affiliates’ full right to vote or direct the voting of any such shares; and/or

(2) hedging, offsetting or altering to any degree any gain or loss realized or realizable from maintaining the full economic ownership of such shares by such stockholder or its affiliates.

A stockholder shall “own” shares held in the name of a nominee or other intermediary so long as the stockholder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A stockholder’s ownership of shares shall be deemed to continue during any period in which the stockholder has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement which is revocable at any time by the stockholder. A stockholder’s ownership of shares shall be deemed to continue during

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any period in which the stockholder has loaned such shares provided that the stockholder has the power to recall such loaned shares on five (5) business days’ notice and recalls such loaned shares within five (5) business days of being notified that its Stockholder Nominee will be included in the Corporation’s proxy materials for the applicable Annual Meeting of Stockholders and holds such shares through such Annual Meeting of Stockholders. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings. Whether outstanding shares of the common stock of the Corporation are “owned” for these purposes shall be determined by the Board of Directors or any committee thereof, in each case, in its sole discretion. For purposes of this Section 3.14, the term “affiliate” or “affiliates” shall have the meaning ascribed thereto under the rules and regulations of the Exchange Act. An Eligible Stockholder shall include in its Notice of Proxy Access Nomination the number of shares it is deemed to own for the purposes of this Section 3.14.

(e)In order to make a nomination pursuant to this Section 3.14, an Eligible Stockholder must have owned (as defined above) the Required Ownership Percentage of the Corporation’s shares of common stock outstanding and entitled to vote in the election of directors as of the date of the Notice of Proxy Access Nomination (the “Required Shares”) continuously for the Minimum Holding Period as of both the date the Notice of Proxy Access Nomination is received by the secretary of the Corporation in accordance with this Section 3.14 and the record date for determining the stockholders entitled to vote at the Annual Meeting of Stockholders and must continue to own the Required Shares through the date of the Annual Meeting of Stockholders. For purposes of this Section 3.14, the “Required Ownership Percentage” shall be 3% or more. For purposes of this Section 3.14, the “Minimum Holding Period” is 3 years. Within the time period specified in this Section 3.14 for delivering the Notice of Proxy Access

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Nomination, an Eligible Stockholder must provide the following information in writing to the Secretary of the Corporation:

(i)one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the Minimum Holding Period) verifying that, as of a date within seven (7) calendar days prior to the date the Notice of Proxy Access Nomination is received by the secretary of the Corporation, the Eligible Stockholder owns, and has owned continuously for the Minimum Holding Period, the Required Shares, and the Eligible Stockholder’s agreement to provide, within five (5) business days after the record date for the Annual Meeting of Stockholders, written statements from the record holder and intermediaries verifying the Eligible Stockholder’s continuous ownership of the Required Shares through the record date;

(ii)a copy of the Schedule 14N that has been filed with the Securities and Exchange Commission as required by Rule 14a-18 under the Exchange Act;

(iii)the information, representations and agreements that are the same as those that would be required to be set forth in a stockholder’s notice of nomination pursuant to Article II, Section 2.6 of these Bylaws;

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(iv)the consent of each Stockholder Nominee to being named in the Corporation’s proxy statement as a nominee and to serving as a director if elected;

(v)a representation that the Eligible Stockholder:

(A) acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control at the Corporation, and does not presently have such intent,

(B) presently intends to maintain qualifying ownership of the Required Shares through the date of the Annual Meeting of Stockholders,

(C) has not nominated and will not nominate for election any individual as a director at the Annual Meeting of Stockholders, other than its Stockholder Nominee(s),

(D) has not engaged and will not engage in, and has not and will not be a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the Annual Meeting of Stockholders, other than its Stockholder Nominee(s) or a nominee of the Board of Directors,

(E) agrees to comply with all applicable laws and regulations with respect to any solicitation in connection with the Annual Meeting of

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Stockholders or applicable to the filing and use, if any, of soliciting material,

(F) will provide facts, statements and other information in all communications with the Corporation and its stockholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and

(G) as to any two or more funds whose shares are aggregated to count as one stockholder for the purpose of constituting an Eligible Stockholder, within five (5) business days after the date of the Notice of Proxy Access Nomination, will provide to the Corporation documentation reasonably satisfactory to the Corporation that demonstrates that the funds satisfy the requirements of the second sentence of subsection (a) of this Section 3.14;

(vi)an undertaking that the Eligible Stockholder agrees to:

(A) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Stockholder’s communications with the stockholders of the Corporation or out of the information that the Eligible Stockholder provided to the Corporation;

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(B) indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of any nomination submitted by the Eligible Stockholder pursuant to this Section 3.14; and

(C) file with the Securities and Exchange Commission any solicitation or other communication with the Corporation’s stockholders relating to the Annual Meeting of Stockholders at which the Stockholder Nominee will be nominated, regardless of whether any such filing is required under Regulation 14A of the Exchange Act or whether any exemption from filing is available thereunder; and

(vii)in the case of a nomination by a group of stockholders that together is an Eligible Stockholder, the designation by all group members of one group member that is authorized to act on behalf of all such members with respect to the nomination and matters related thereto, including withdrawal of the nomination.

(f)Within the time period specified in this Section 3.14 for delivering the Notice of Proxy Access Nomination, a Stockholder Nominee must deliver to the secretary of the Corporation (which shall be deemed to be part of the Stockholder Notice for purposes of this Section 3.14):

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(i)the information required with respect to persons whom a stockholder proposes to nominate for election or reelection as a director by Article II, Section 2.6 of these Bylaws;

(ii)a written representation and agreement that such person:

(A) will act as a representative of all of the stockholders of the Corporation while serving as a director;

(B) is not and will not become a party to (I) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (II) any Voting Commitment that could limit or interfere with such Stockholder Nominee’s ability to comply, if elected as a director of the Corporation, with such Stockholder Nominee’s fiduciary duties under applicable law;

(C) is not or will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation;

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(D) will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation, as well as the applicable provisions of these Bylaws and the rules and regulations of the Securities and Exchange Commission and any stock exchange applicable to the Corporation; and

(E) will provide facts, statements and other information in all communications with the Corporation and its stockholders that are or will be true and correct in all material respects (and shall not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading).

At the request of the Corporation, the Stockholder Nominee(s) must submit all completed and signed questionnaires required of directors and officers of the Corporation. The Corporation may request such additional information as necessary to permit the Board of Directors to determine if each Stockholder Nominee satisfies the requirements of this Section 3.14 or if each Stockholder Nominee is independent under the listing standards of the principal U.S. exchange upon which the common stock of the Corporation is listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the Corporation’s directors.

(g)In the event that any information or communications provided by the Eligible Stockholder or the Stockholder Nominee to the Corporation or its stockholders ceases to be true and correct in all material respects or omits a material

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fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, each Eligible Stockholder or Stockholder Nominee, as the case may be, shall promptly notify the secretary of the Corporation of any defect in such previously provided information and of the information that is required to correct any such defect, it being understood that providing any such notification shall not be deemed to cure any defect or limit the Corporation’s rights to omit a Stockholder Nominee from its proxy materials as provided in this Section 3.14.

(h)The Corporation shall not be required to include, pursuant to this Section 3.14, a Stockholder Nominee in its proxy materials for any Annual Meeting of Stockholders (any such nomination shall be disregarded and no vote on such Stockholder Nominee will occur, notwithstanding that proxies in respect of such vote may have been received by the Corporation):

(i)if a stockholder has submitted (and the secretary of the Corporation has received) a notice of nomination (whether or not subsequently withdrawn) pursuant to the advance notice requirements for stockholder nominees for director set forth in clause (b) of Article II, Section 2.6 of these Bylaws;

(ii)who is not independent under the listing standards of each principal U.S. exchange upon which the common stock of the Corporation is listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board of Directors in determining and disclosing independence of the

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Corporation’s directors, in each case as determined by the Board of Directors in its sole discretion;

(iii)whose election as a member of the Board of Directors would (A) cause the Corporation to be in violation of these Bylaws, the certificate of incorporation, the rules and listing standards of the principal U.S. exchanges upon which the common stock of the Corporation is traded, or any applicable state or federal law, rule or regulation or (B) result in the denial, revocation or impairment of any license held or to be held by the Corporation or any of its affiliates or the exclusion from participation of the Corporation or any of its affiliates in any government payor programs;

(iv)who is or has been, within the past three (3) years, an officer or director of a competitor, as defined for purposes of Section 8 of the Clayton Antitrust Act of 1914;

(v)who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past ten (10) years;

(vi)who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended;

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(vii)if such Stockholder Nominee or the applicable Eligible Stockholder shall have provided information to the Corporation in respect to such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, as determined by the Board of Directors or any committee thereof, in each case, in its sole discretion; or

(viii)the Eligible Stockholder or applicable Stockholder Nominee breaches or fails to comply with its obligations pursuant to these Bylaws, including, but not limited to, this Section 3.14 and any agreement, representation or undertaking required by this Section 3.14.

(i)Notwithstanding anything to the contrary set forth herein, the Board of Directors or the chairperson of the Annual Meeting of Stockholders shall declare a nomination by an Eligible Stockholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Corporation, if:

(i)the Stockholder Nominee(s) and/or the applicable Eligible Stockholder shall have breached its or their obligations under this Section 3.14, as determined by the Board of Directors or the chairperson of the Annual Meeting of Stockholders, in each case, in its or his or her sole discretion; or

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(ii)the Eligible Stockholder (or a qualified representative thereof) does not appear at the Annual Meeting of Stockholders to present any nomination pursuant to this Section 3.14.

(j)Any Stockholder Nominee who is included in the Corporation’s proxy materials for a particular Annual Meeting of Stockholders but either:

(i)withdraws from or becomes ineligible or unavailable for election at the Annual Meeting of Stockholders; or

(ii)does not receive at least 25% of the votes cast in favor of such Stockholder Nominee’s election

will be ineligible to be a Stockholder Nominee pursuant to this Section 3.14 for the next two Annual Meetings of Stockholders. For the avoidance of doubt, this Section 3.14(j) shall not prevent any stockholder from nominating any person to the Board of Directors pursuant to and in accordance with clause (b) of Article II, Section 2.6 of these Bylaws.

(k)The Board of Directors (or any other person or body authorized by the Board of Directors) shall have the exclusive power and authority to interpret the provisions of this Section 3.14 of these Bylaws and make all determinations deemed necessary or advisable in connection with this Section 3.14 to any person, facts or circumstances. All such actions, interpretations and determinations that are done or made by the Board of Directors (or any other person or body authorized by the Board of Directors) shall be final, conclusive and binding on the Corporation, the stockholders and all other parties.

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(l)No stockholder shall be permitted to join more than one group of stockholders to become an Eligible Stockholder for purposes of nominations pursuant to this Section 3.14 per each Annual Meeting of Stockholders.

(m)This Section 3.14 shall be the exclusive method for stockholders to include nominees for director in the Corporation’s proxy materials.

ARTICLE IV  
OFFICERS

Section 4.1General. The officers of the Corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, President, Chief Financial Officer, Secretary and Treasurer. The Board of Directors, in its discretion, also may choose a Chairperson (who must be a director) and one or more Senior Vice Presidents, Vice Presidents or other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these Bylaws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairperson, need such officers be directors of the Corporation.

Section 4.2Election. The Board of Directors, at its first meeting held after each Annual Meeting of Stockholders, shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and each officer of the Corporation shall hold office until such officer’s successor is elected and qualified, or until such officer’s earlier death, resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the Board of Directors. Any

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vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

Section 4.3Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President or any other officer authorized to do so by the Board of Directors and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4.4Chairperson of the Board of Directors. The Chairperson, if one is elected by the Board of Directors, shall have the powers and duties as shall be prescribed by the Board of Directors. The Chairperson shall preside at all meetings of the stockholders and the Board of Directors, and shall have such other powers and duties as usually pertain to such office or as may be delegated by the Board of Directors.

Section 4.5President. The President shall, subject to the control of the Board of Directors and, if there be one, the Chairperson, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of

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Directors are carried into effect. The President shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President. In the absence or disability of the Chairperson, or if there be none, the President shall preside at all meetings of the stockholders and, provided the President is also a director, the Board of Directors. If there be no Chairperson, or if the Board of Directors shall otherwise designate, the President shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as may from time to time be assigned to such officer by these Bylaws or by the Board of Directors.

Section 4.6Vice Presidents. At the request of the President or in the President’s absence or in the event of the President’s inability or refusal to act (and if there be no Chairperson), the Vice President, or the Vice Presidents if there are more than one (in the order designated by the Board of Directors), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Chairperson and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and

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when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 4.7Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairperson or the President, under whose supervision the Secretary shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest to the affixing by such officer’s signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by applicable law to be kept or filed are properly kept or filed, as the case may be.

Section 4.8Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and

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disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of the Treasurer and for the restoration to the Corporation, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.

Section 4.9Assistant Secretaries. Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

Section 4.10Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the

50

Treasurer, and in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Assistant Treasurer and for the restoration to the Corporation, in case of the Assistant Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Assistant Treasurer’s possession or under the Assistant Treasurer’s control belonging to the Corporation.

Section 4.11Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V  
STOCK

Section 5.1Shares of Stock. Except as otherwise provided in a resolution approved by the Board of Directors, all shares of capital stock of the Corporation issued shall be uncertificated shares.

Section 5.2Signatures. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose

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facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 5.3Lost Certificates. The Board of Directors may direct a new certificate or uncertificated shares be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issuance of a new certificate or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate or uncertificated shares.

Section 5.4Transfers. Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares

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or by such person’s attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

Section 5.5Dividend Record Date. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 5.6Record Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a

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person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by applicable law.

Section 5.7Transfer and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board of Directors.

ARTICLE VI  
NOTICES

Section 6.1Notices. Whenever written notice is required by applicable law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at such person’s address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the DGCL or any successor provision thereto.

Section 6.2Waivers of Notice. Whenever any notice is required by applicable law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by

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the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting, present in person or represented by proxy, shall constitute a waiver of notice of such meeting, except where the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any Annual or Special Meeting of Stockholders or any regular or special meeting of the directors or members of a committee of directors need be specified in any written waiver of notice unless so required by applicable law, the Certificate of Incorporation or these Bylaws.

ARTICLE VII  
GENERAL PROVISIONS

Section 7.1Dividends. Dividends upon the capital stock of the Corporation, subject to the requirements of the DGCL and the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting of the Board of Directors (or any action by written consent in lieu thereof in accordance with Section 3.9 of ARTICLE III hereof), and may be paid in cash, in property, or in shares of the Corporation’s capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for purchasing any of the shares of capital stock, warrants, rights, options, bonds, debentures, notes, scrip or other securities or evidences of indebtedness of the Corporation, or for equalizing

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dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 7.2Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 7.3Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.4Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII  
INDEMNIFICATION

Section 8.1Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 8.3 of this ARTICLE VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and

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reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Section 8.2Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 8.3 of this ARTICLE VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be

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liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 8.3Authorization of Indemnification. Any indemnification under this ARTICLE VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 8.1 or Section 8.2 of this ARTICLE VIII, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and

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reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Section 8.4Good Faith Defined. For purposes of any determination under Section 8.3 of this ARTICLE VIII, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 8.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 8.1 or Section 8.2 of this ARTICLE VIII, as the case may be.

Section 8.5Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 8.3 of this ARTICLE VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 8.1 or Section 8.2 of this ARTICLE VIII. The basis of such

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indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 8.1 or Section 8.2 of this ARTICLE VIII, as the case may be. Neither a contrary determination in the specific case under Section 8.3 of this ARTICLE VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 8.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 8.6Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this ARTICLE VIII. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Section 8.7Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this ARTICLE VIII shall not be deemed exclusive of any other rights to

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which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 8.1 or Section 8.2 of this ARTICLE VIII shall be made to the fullest extent permitted by law. The provisions of this ARTICLE VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 8.1 or Section 8.2 of this ARTICLE VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise.

Section 8.8Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this ARTICLE VIII.

Section 8.9Certain Definitions. For purposes of this ARTICLE VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or

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was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this ARTICLE VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. The term “another enterprise” as used in this ARTICLE VIII shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. For purposes of this ARTICLE VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this ARTICLE VIII.

Section 8.10Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this ARTICLE VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

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Section 8.11Limitation on Indemnification. Notwithstanding anything contained in this ARTICLE VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 8.5 of this ARTICLE VIII), the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 8.12Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this ARTICLE VIII to directors and officers of the Corporation.

ARTICLE IX  
FORUM FOR ADJUDICATION OF CERTAIN DISPUTES

Section 9.1Forum for Adjudication of Certain Disputes.  Unless the Corporation consents in writing to the selection of an alternative forum (an “Alternative Forum Consent”), the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, stockholder, employeeor agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any director, officer, stockholder, employee or agent of the Corporation arising out of or relating to any provision of the DGCL, the Certificate of Incorporation or these

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Bylaws, or (iv) any action asserting a claim against the Corporation or any director, officer, stockholder, employeeor agent of the Corporation governed by the internal affairs doctrine of the State of Delaware; provided, however, that, in the event that the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions.  Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 9.1. The existence of any prior Alternative Forum Consent shall not act as a waiver of the Corporation’s ongoing consent right as set forth above in this Section 9.1 with respect to any current or future actions or claims.

ARTICLE X  
AMENDMENTS

Section 10.1Amendments. These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the stockholders or by the Board of Directors; provided, however, that notice of such alteration, amendment,

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repeal or adoption of new Bylaws be contained in the notice of such meeting of the stockholders or Board of Directors, as the case may be. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 10.2Entire Board of Directors. As used in this ARTICLE X and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

* * *

Amended: March 5, 2020

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Antonio Carrillo, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Arcosa, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 29, 2020

/s/ Antonio Carrillo

Antonio Carrillo

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Scott C. Beasley, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Arcosa, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 29, 2020

/s/ Scott C. Beasley

Scott C. Beasley

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Arcosa, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Antonio Carrillo, President and Chief Executive Officer of the Company, certify to my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company, as of, and for, the periods presented in the Report.

/s/ Antonio Carrillo

Antonio Carrillo

President and Chief Executive Officer

April 29, 2020

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Arcosa, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott C. Beasley, Chief Financial Officer of the Company, certify to my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company, as of, and for, the periods presented in the Report.

/s/ Scott C. Beasley

Scott C. Beasley

Chief Financial Officer

April 29, 2020

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-95

Exhibit 95

Mine Safety Disclosures

The Company owned or operated mines during the three months ended March 31, 2020. The Financial Reform Act ("Dodd-Frank") requires us to disclose in our periodic reports filed with the SEC, specific information about each of our mines comprised of notices, violations, and orders¹ made by the Federal Mine Safety and Health Administration pursuant to the Federal Mine Safety and Health Act of 1977.

The following table is a summary of the reportable information required for our mines that operated during the three months ended March 31, 2020:

Mine or Operating Name/MSHA Identification Number	Section 104 S&S Citations (#)	Section 104(b) Orders (#)	Section 104(d) Citations and Orders (#)	Section 110(b)(2) Violations (#)		Section 107(a) Orders (#)	Total Dollar Value of MSHA Assessments Proposed ($)			Total Number of Mining Related Fatalities (#)	Received Notice of Pattern of Violation Under Section 104(e) (yes/no)	Received Notice of Potential to Have Pattern under Section 104(e) (yes/no)	Legal Actions Pending as of Last Day of Period (#)	Legal Actions Initiated During Period (#)	Legal Actions Resolved During Period (#)
Asa (4104399)	—	—	—		—	—	$	—		—	No	No	—	—	—
Belton (4101043)	—	—	—		—	—	$	—		—	No	No	—	—	—
Cottonwood (4104553)	—	—	—		—	—	$	—		—	No	No	—	—	—
Kimball Bend (4105462)	—	—	—		—	—	$	—	2	—	No	No	—	—	—
Kopperl (4104450)	—	—	—		—	—	$	—		—	No	No	—	—	—
Malloy Bridge (4102946)	—	—	—		—	—	$	—		—	No	No	—	—	—
Paradise (4103253)	—	—	—		—	—	$	—		—	No	No	—	—	—
Anacoco (1600543)	—	—	—		—	—	$	—		—	No	No	—	—	—
Indian Village (1600348)	—	—	—		—	—	$	—		—	No	No	—	—	—
Rye (4102547)	—	—	—		—	—	$	—		—	No	No	—	—	—
Pearl River (1601334)	—	—	—		—	—	$	—		—	No	No	—	—	—
Eaves Loop (1601589)	—	—	—		—	—	$	—		—	No	No	—	—	—
Moody (4105204)	—	—	—		—	—	$	—		—	No	No	—	—	—
ACG Materials Bouse Junction (3401828)	—	—	—		—	—	$	—	2	—	No	No	—	—	—
ACG Materials Diamond (3401660)	1	—	—		—	—	$	—	3	—	No	No	—	—	—
ACG Materials Diamond North (3401977)	—	—	—		—	—	$	—		—	No	No	—	—	—
ACG Materials Shamrock (4104758)	—	—	—		—	—	$	123		—	No	No	—	—	—
Adams Claim (2600668)	1	—	—		—	—	$	—	4	—	No	No	—	—	—
Harrison Gypsum #2 (3401364)	—	—	—		—	—	$	—		—	No	No	—	—	—
Harrison Gypsum #5 (3401964)	1	—	—		—	—	$	—	4	—	No	No	—	—	—
Ludwig (2602775)	—	—	—		—	—	$	—		—	No	No	—	—	—

1	Significant and Substantial (S&S) citations are reported on this form. Non-S&S citations are not reported on this form but any assessments resulting from non-S&S citations are reported.
2	Proposed penalty amounts are pending regarding non-S&S citation(s) issued during the reporting period.
3	Proposed penalty amounts are pending regarding S&S citation(s) issued during the reporting period.
4	Proposed penalty amounts are pending regarding non-S&S and S&S citation(s) issued during the reporting period.

Mine or Operating Name/MSHA Identification Number	Section 104 S&S Citations (#)	Section 104(b) Orders (#)	Section 104(d) Citations and Orders (#)	Section 110(b)(2) Violations (#)		Section 107(a) Orders (#)	Total Dollar Value of MSHA Assessments Proposed ($)			Total Number of Mining Related Fatalities (#)	Received Notice of Pattern of Violation Under Section 104(e) (yes/no)	Received Notice of Potential to Have Pattern under Section 104(e) (yes/no)	Legal Actions Pending as of Last Day of Period (#)	Legal Actions Initiated During Period (#)	Legal Actions Resolved During Period (#)
ACG Ainsworth (4105117)	—	—	—		—	—	$	—		—	No	No	—	—	—
ACG Garrett (4105169)	—	—	—		—	—	$	—	2	—	No	No	—	—	—
ACG Bruni Pit (4105454)	—	—	—		—	—	$	—	2	—	No	No	—	—	—
ACG Mentone Pit (4105458)	—	—	—		—	—	$	—		—	No	No	—	—	—
ACG Deiringer (4104878)	—	—	—		—	—	$	—		—	No	No	—	—	—
ACG Ft Stockton (4104943)	—	—	—		—	—	$	369		—	No	No	—	—	—
ACG Materials Newkirk (3401781)	—	—	—		—	—	$	—		—	No	No	—	—	—
ACG Materials Orla LLC (4104958)	3	—	—		—	—	$	—	4	—	No	No	—	—	—
ACG Midkiff (4104913)	—	—	—		—	—	$	—		—	No	No	—	—	—
ACG Stanton (4105067)	—	—	—		—	—	$	—		—	No	No	—	—	—
Dilley Pit (4104879)	—	—	—		—	—	$	—	2	—	No	No	—	—	—
J A Jack & Sons (4503239)	—	—	—		—	—	$	—		—	No	No	—	—	—
KRMI Quarry (4503363)	11	—	—		—	—	$	18,789	2	—	No	No	—	—	—
Marianna Quarry (0801267)	—	—	—		—	—	$	—		—	No	No	—	—	—
Wills Point (4104113)	—	—	—		—	—	$	—		—	No	No	—	—	—
Wills Point Lester (4104071)	—	—	—		—	—	$	—		—	No	No	—	—	—
Boulder (0504415)	—	—	—		—	—	$	—		—	No	No	—	—	—
Brooklyn (1200254)	2	—	—		—	—	$	—	4	—	No	No	—	—	—
Brooks (1500187)	—	—	—		—	—	$	—	2	—	No	No	—	—	—
Erwinville (1600033)	1	—	—		—	—	$	—	4	—	No	No	—	—	—
Frazier Park (0400555)	1	—	—		—	—	$	—	4	—	No	No	—	—	—
Livingston (0100034)	—	—	—		—	—	$	123		—	No	No	—	—	—
Streetman (4101628)	1	—	—		—	—	$	514		—	No	No	—	—	—

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Employee Retirement Plans

3 Months Ended

Mar. 31, 2020

Retirement Benefits [Abstract]

Employee Retirement Plans

Employee Retirement Plans

Total employee retirement plan expense, which includes related administrative expenses, is as follows:

	Three Months Ended March 31,
	2020		2019
	(in millions)
Defined contribution plans	$	2.6	$	2.2
Multiemployer plan	0.4		0.5
	$	3.0	$	2.7

The Company contributes to a multiemployer defined benefit plan under the terms of a collective-bargaining agreement that covers certain union-represented employees at one of the facilities of Meyer Utility Structures, a subsidiary of Arcosa. The Company contributed $0.4 million and $0.5 million to the multiemployer plan for the three months ended March 31, 2020 and 2019, respectively. Total contributions to the multiemployer plan for 2020 are expected to be approximately $1.7 million.

In connection with the acquisition of ACG in December 2018, the Company assumed the assets and liabilities related to a defined benefit pension plan. Employer contributions for 2020 are not expected to be significant.

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Contingencies

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Contingencies

Contingencies

The Company is involved in claims and lawsuits incidental to our business arising from various matters including commercial disputes, alleged product defect and/or warranty claims, intellectual property matters, personal injury claims, environmental issues, employment and/or workplace-related matters, and various governmental regulations. At March 31, 2020, the range of reasonably possible losses for such matters, taking into consideration our rights in indemnity and recourse to third parties is $0.8 million to $3.4 million.

The Company evaluates its exposure to such claims and suits periodically and establishes accruals for these contingencies when probable losses can be reasonably estimated. At March 31, 2020, total accruals of $3.2 million, including environmental matters described below, are included in accrued liabilities in the accompanying Consolidated Balance Sheet. The Company believes any additional liability from such claims and suits would not be material to its financial position or results of operations.

Arcosa is subject to remedial orders and federal, state, local, and foreign laws and regulations relating to the environment. The Company has reserved $1.4 million as of March 31, 2020, included in our total accruals of $3.2 million discussed above, to cover our probable and estimable liabilities with respect to the investigations, assessments, and remedial responses to such matters, taking into account currently available information and our contractual rights to indemnification and recourse to third parties.

On July 22, 2019, the Company was served with a breach of contract lawsuit filed by Thomas & Betts Corporation (“T&B”) against the Company and its wholly-owned subsidiary, Trinity Meyer Utility Structures, LLC, now known as Meyer Utility Structures, LLC (“Meyer”), in the Supreme Court of the State of New York, New York County. T&B’s claims relate to responsibility for alleged product warranty claims pursuant to the terms of the Asset Purchase Agreement, dated June 24, 2014, entered into by and between T&B and Meyer (the “APA”) with respect to Meyer’s purchase of certain assets of T&B’s utility structure business. The Company and Meyer subsequently removed the litigation to federal court.  The case is currently pending under Case No. 1:19-cv-07829-PAE; Thomas & Betts Corporation, now known as, ABB Installation Products, Inc., Plaintiff, v. Trinity Meyer Utility Structures, LLC, formerly known as McKinley 2014 Acquisition, LLC, and Arcosa, Inc., Defendants; In the United States District Court for the Southern District of New York. The Company and Meyer have filed a motion to dismiss T&B’s claims, and an Answer and Counterclaims against T&B. We intend to vigorously defend ourselves in this matter. Based on the facts and circumstances currently known to the Company, (i) we cannot determine that a loss is probable at this time, and therefore no accrual has been included in the accompanying consolidated financial statements; and (ii) a possible loss is not reasonably estimable.

Estimates of liability arising from future proceedings, assessments, or remediation are inherently imprecise. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings involving the environment or, if we are found to be responsible or liable in any such litigation or proceeding, that such costs would not be material to the Company.

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Fair Value Accounting (Tables)

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

Assets and liabilities measured at fair value on recurring basis

Assets and liabilities measured at fair value on a recurring basis are summarized below:

	Fair Value Measurement as of March 31, 2020
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets:
Cash equivalents	$	135.0	$	—	$	—	$	135.0
Total assets	$	135.0	$	—	$	—	$	135.0
Liabilities:
Interest rate hedge(1)	$	—	$	8.4	$	—	$	8.4
Contingent consideration(2)	—		—		4.2		4.2
Total liabilities	$	—	$	8.4	$	4.2	$	12.6
	Fair Value Measurement as of December 31, 2019
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets:
Cash equivalents	$	155.3	$	—	$	—	$	155.3
Total assets	$	155.3	$	—	$	—	$	155.3
Liabilities:
Interest rate hedge(1)	$	—	$	4.3	$	—	$	4.3
Contingent consideration(2)	—		—		6.4		6.4
Total liabilities	$	—	$	4.3	$	6.4	$	10.7

⁽¹⁾ Included in other liabilities on the Consolidated Balance Sheets.

⁽²⁾ Current portion included in accrued liabilities and non-current portion included in other liabilities on the Consolidated Balance Sheets.

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Consolidated Balance Sheets - USD ($) $ in Millions	Mar. 31, 2020	[1]	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 200.7		$ 240.4
Receivables, net of allowance	238.1		200.0
Inventories:
Raw materials and supplies	139.1		134.8
Work in process	46.4		41.7
Finished goods	117.9		106.8
Total inventory	303.4		283.3
Other	29.8		33.5
Total current assets	772.0		757.2
Property, plant, and equipment, net	891.7		816.2
Goodwill	752.7		621.9
Deferred income taxes	15.4		14.3
Other assets	189.8		92.9
Total assets	2,621.6		2,302.5
Current liabilities:
Accounts payable	113.2		90.0
Accrued liabilities	99.7		119.4
Advance billings	61.5		70.9
Current portion of long-term debt	4.6		3.7
Total current liabilities	279.0		284.0
Debt	352.3		103.6
Deferred income taxes	98.7		66.4
Other liabilities	75.6		58.1
Total liabilities	805.6		512.1
Stockholders' equity:
Common stock	0.5		0.5
Capital in excess of par value	1,690.5		1,686.7
Retained earnings	152.0		122.9
Accumulated other comprehensive loss	(24.0)		(19.7)
Treasury stock	(3.0)		0.0
Total stockholders' equity	1,816.0		1,790.4
Total liabilities and stockholders' equity	$ 2,621.6		$ 2,302.5

[1] Unaudited

XML

Cover and DEI - shares	3 Months Ended
	Mar. 31, 2020	Apr. 15, 2020
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2020
Document Transition Report	false
Entity File Number	1-38494
Entity Registrant Name	Arcosa, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-5339416
Entity Address, Address Line One	500 N. Akard Street, Suite 400
Entity Address, City or Town	Dallas,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	972
Local Phone Number	942-6500
Title of 12(b) Security	Common Stock ($0.01 par value)
Trading Symbol	ACA
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		48,210,820
Entity Central Index Key	0001739445
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31

XML

Consolidated Statement of Stockholder's Equity (parenthetical)	Mar. 31, 2020 $ / shares
Statement of Stockholders' Equity [Abstract]
Par value of common stock	$ 0.01

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Debt - Components of debt (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Term Loan	$ 150.0
Financing leases	7.2	$ 7.3
Long-term Debt and Lease Obligation, Including Current Maturities	357.2	107.3
Less: unamortized debt issuance costs	(0.3)	0.0
Total debt	356.9	107.3
Term Loan
Debt Instrument [Line Items]
Term Loan	150.0	0.0
Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Revolving credit facility	200.0	$ 100.0
Less: unamortized debt issuance costs	$ (1.9)

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Segment Information - Financial information for segments (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Segment Reporting Information [Line Items]
Revenues	$ 488.2	$ 410.9
Operating profit (loss)	45.1	37.3
Intersegment | Eliminations
Segment Reporting Information [Line Items]
Revenues	(1.4)	(1.7)
Operating profit (loss)	0.0	0.0
Total
Segment Reporting Information [Line Items]
Revenues	489.6	412.6
Operating profit (loss)	56.0	47.8
Corporate
Segment Reporting Information [Line Items]
Revenues	0.0	0.0
Operating profit (loss)	(10.9)	(10.5)
Construction Products Group | Total
Segment Reporting Information [Line Items]
Revenues	149.4	106.0
Operating profit (loss)	16.8	11.3
Energy Equipment Group | Total
Segment Reporting Information [Line Items]
Revenues	223.2	209.1
Operating profit (loss)	24.9	28.2
Transportation Products Group | Total
Segment Reporting Information [Line Items]
Revenues	117.0	97.5
Operating profit (loss)	14.3	8.3
Construction aggregates | Construction Products Group
Segment Reporting Information [Line Items]
Revenues	132.1	88.4
Other | Construction Products Group
Segment Reporting Information [Line Items]
Revenues	17.3	17.6
Other | Energy Equipment Group
Segment Reporting Information [Line Items]
Revenues	46.8	50.5
Wind towers and utility structures | Energy Equipment Group
Segment Reporting Information [Line Items]
Revenues	176.4	158.6
Inland barge | Transportation Products Group
Segment Reporting Information [Line Items]
Revenues	89.0	49.4
Steel components | Transportation Products Group
Segment Reporting Information [Line Items]
Revenues	$ 28.0	$ 48.1

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Acquisitions and Divestitures - Preliminary purchase price allocation (Details) - USD ($) $ in Millions	Mar. 31, 2020		Dec. 31, 2019
Business Acquisition [Line Items]
Goodwill	$ 752.7	[1]	$ 621.9
Construction Products Group
Business Acquisition [Line Items]
Goodwill	294.1		$ 166.2
Construction Products Group | Cherry Industries
Business Acquisition [Line Items]
Accounts receivable	30.8
Inventories	11.8
Property, plant, and equipment	62.1
Mineral reserves	21.2
Goodwill	125.7
Other assets	4.1
Accounts payable	(7.6)
Accrued and other liabilities	(5.3)
Deferred taxes	(29.3)
Other liabilities	(1.8)
Total net assets acquired	296.8
Construction Products Group | Cherry Industries | Customer-Related Intangible Assets
Business Acquisition [Line Items]
Finite-Lived Intangibles	60.2
Construction Products Group | Cherry Industries | Construction Permits
Business Acquisition [Line Items]
Finite-Lived Intangibles	$ 24.9

[1] Unaudited

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Debt - Remaining principal payments under debt agreement (Details) - Revolving Credit Facility $ in Millions	Mar. 31, 2020 USD ($)
Line of Credit
Debt Instrument [Line Items]
2020	$ 0.0
2021	0.0
2022	0.0
2023	0.0
2024	0.0
Thereafter	200.0
Term Loan
Debt Instrument [Line Items]
2020	0.9
2021	4.7
2022	7.5
2023	8.5
2024	8.4
Thereafter	$ 120.0

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Other, Net - Summary of other, net (income) expense (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Other, net (income) expense
Interest income	$ (0.2)	$ (0.3)
Foreign currency exchange transactions	0.0	0.5
Other	0.0	(0.4)
Other, net (income) expense	$ (0.2)	$ (0.2)

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Accumulated Other Comprehensive Loss - Changes in accumulated other comprehensive loss (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Currency translation
Accumulated Other Comprehensive Income (Loss) [Line Items]
Equity beginning balance	$ (16.3)	$ (16.8)
Other comprehensive income (loss), net of tax, before reclassifications	(1.1)	0.3
Reclassification from accumulated other comprehensive income, current period, net of tax	0.0	0.0
Reclassification from AOCI (net tax benefit of)	0.0	0.0
Other comprehensive income (loss)	(1.1)	0.3
Equity ending balance	(17.4)	(16.5)
Unrealized loss
Accumulated Other Comprehensive Income (Loss) [Line Items]
Equity beginning balance	(3.4)	(0.9)
Other comprehensive income (loss), net of tax, before reclassifications	(3.4)	(1.0)
Reclassification from accumulated other comprehensive income, current period, net of tax	0.2	0.1
Reclassification from AOCI (net tax benefit of)	(0.1)	0.0
Other comprehensive income (loss)	(3.2)	(0.9)
Equity ending balance	(6.6)	(1.8)
Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Income (Loss) [Line Items]
Equity beginning balance	(19.7)	(17.7)
Other comprehensive income (loss), net of tax, before reclassifications	(4.5)	(0.7)
Reclassification from accumulated other comprehensive income, current period, net of tax	0.2	0.1
Reclassification from AOCI (net tax benefit of)	(0.1)	0.0
Other comprehensive income (loss)	(4.3)	(0.6)
Equity ending balance	$ (24.0)	$ (18.3)

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Overview and Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Contract asset with customer	$ 30.2	$ 50.8

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Compensation Related Costs, Retirement Benefits (Tables)

3 Months Ended

Mar. 31, 2020

Retirement Benefits [Abstract]

Retirement plan expense

Total employee retirement plan expense, which includes related administrative expenses, is as follows:

	Three Months Ended March 31,
	2020		2019
	(in millions)
Defined contribution plans	$	2.6	$	2.2
Multiemployer plan	0.4		0.5
	$	3.0	$	2.7

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Goodwill (Tables)

3 Months Ended

Mar. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill by segment

Goodwill by segment is as follows:

	March 31, 2020		December 31, 2019
	(in millions)
Construction Products Group	$	294.1	$	166.2
Energy Equipment Group	419.8		416.9
Transportation Products Group	38.8		38.8
	$	752.7	$	621.9

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Fair Value Accounting Fair Value Accounting

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value Accounting

Fair Value Accounting

Assets and liabilities measured at fair value on a recurring basis are summarized below:

	Fair Value Measurement as of March 31, 2020
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets:
Cash equivalents	$	135.0	$	—	$	—	$	135.0
Total assets	$	135.0	$	—	$	—	$	135.0
Liabilities:
Interest rate hedge(1)	$	—	$	8.4	$	—	$	8.4
Contingent consideration(2)	—		—		4.2		4.2
Total liabilities	$	—	$	8.4	$	4.2	$	12.6
	Fair Value Measurement as of December 31, 2019
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets:
Cash equivalents	$	155.3	$	—	$	—	$	155.3
Total assets	$	155.3	$	—	$	—	$	155.3
Liabilities:
Interest rate hedge(1)	$	—	$	4.3	$	—	$	4.3
Contingent consideration(2)	—		—		6.4		6.4
Total liabilities	$	—	$	4.3	$	6.4	$	10.7

⁽¹⁾ Included in other liabilities on the Consolidated Balance Sheets.

⁽²⁾ Current portion included in accrued liabilities and non-current portion included in other liabilities on the Consolidated Balance Sheets.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. An entity is required to establish a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair values are listed below:

Level 1 – This level is defined as quoted prices in active markets for identical assets or liabilities. The Company’s cash equivalents are instruments of the U.S. Treasury or highly-rated money market mutual funds.

Level 2 – This level is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Interest rate hedges are valued at exit prices obtained from each counterparty. See Note 7 Debt.

Level 3 – This level is defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Contingent consideration relates to estimated future payments owed to the sellers of businesses previously acquired. We estimate the fair value of the contingent consideration using a discounted cash flow model. The fair value is sensitive to changes in the forecast of sales and changes in discount rates and is reassessed quarterly based on assumptions used in our latest projections.

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Debt

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Debt

Debt

The following table summarizes the components of debt as of March 31, 2020 and December 31, 2019:

	March 31, 2020		December 31, 2019
	(in millions)
Revolving credit facility	$	200.0	$	100.0
Term loan	150.0		—
Finance leases	7.2		7.3
	357.2		107.3
Less: unamortized debt issuance costs	(0.3)		—
Total debt	$	356.9	$	107.3

On November 1, 2018, the Company entered into a $400.0 million unsecured revolving credit facility that was scheduled to mature in November 2023. On January 2, 2020, the Company entered into an Amended and Restated Credit Agreement to increase the revolving credit facility to $500.0 million and added a term loan facility of $150.0 million, in each case with a maturity date of January 2, 2025.

The interest rates under the revolving credit facility and term loan are variable based on LIBOR or an alternate base rate plus a margin. A commitment fee accrues on the average daily unused portion of the revolving facility. The margin for borrowing and commitment fee rate are determined based on Arcosa’s leverage as measured by a consolidated total indebtedness to consolidated EBITDA ratio. The margin for borrowing ranges from 1.25% to 2.00% and was set at LIBOR plus 1.50% as of March 31, 2020. The commitment fee rate ranges from 0.20% to 0.35% and was set at 0.25% as of March 31, 2020. 

As a precautionary measure, to increase the Company’s cash position and preserve financial flexibility considering the current uncertainty resulting from the COVID-19 pandemic, the Company borrowed an additional $100.0 million on its revolving credit facility during the three months ended March 31, 2020. As of March 31, 2020, we had $200.0 million of outstanding loans borrowed under the facility and there were approximately $26.0 million of letters of credit issued, leaving $274.0 million available. Of the outstanding letters of credit as of March 31, 2020, $25.4 million are expected to expire in 2020, with the remainder in 2021. The majority of our letters of credit obligations support the Company’s various insurance programs and warranty claims and generally renew by their terms each year.

The entire term loan was advanced on January 2, 2020 in connection with the closing of the acquisition of Cherry. See Note 2 Acquisitions and Divestitures.

The Company's revolving credit and term loan facilities require the maintenance of certain ratios related to leverage and interest coverage. As of March 31, 2020, we were in compliance with all such financial covenants. Borrowings under the credit agreement are guaranteed by certain wholly-owned subsidiaries of the Company.

The carrying value of borrowings under our revolving credit and term loan facilities approximate fair value because the interest rate adjusts to the market interest rate (Level 3 input). See Note 3 Fair Value Accounting.

As of March 31, 2020, the Company had $1.9 million of unamortized debt issuance costs related to the revolving credit facility, which are included in other assets on the Consolidated Balance Sheet.

The remaining principal payments under existing debt agreements as of March 31, 2020 are as follows:

	2020		2021		2022		2023		2024		Thereafter
	(in millions)
Revolving credit facility	$	—	$	—	$	—	$	—	$	—	$	200.0
Term loan	0.9		4.7		7.5		8.5		8.4		120.0

Interest rate hedges

In December 2018, the Company entered into an interest rate swap instrument, effective as of January 2, 2019 and expiring in 2023, to reduce the effect of changes in the variable interest rates associated with borrowings under the revolving credit facility. The instrument carried an initial notional amount of $100 million, thereby hedging the first $100 million of borrowings under the credit facility. The instrument effectively fixes the LIBOR component of the credit facility borrowings at a monthly rate of 2.71%. As of March 31, 2020, the Company has recorded a liability of $8.4 million for the fair value of the instrument, all of which is recorded in accumulated other comprehensive loss. See Note 3 Fair Value Accounting.

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Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Share-based Payment Arrangement [Abstract]
Stock-based compensation	$ 3.7	$ 3.4

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Debt - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019	Nov. 01, 2018
Debt Instrument [Line Items]
Letters of credit outstanding expiring in current fiscal year	$ 25.4
Unamortized debt issuance costs	0.3	$ 0.0
Derivative liability	8.4
Term Loan	150.0
Term Loan
Debt Instrument [Line Items]
Term Loan	150.0	0.0
Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 500.0		$ 400.0
Line of credit facility, unused commitment fee percent	0.25%
Borrowings under Revolving Credit Facility	$ 200.0	$ 100.0
Line of credit facility, remaining borrowing capacity	274.0
Unamortized debt issuance costs	1.9
Proceeds from Lines of Credit	$ 100.0
Revolving Credit Facility | Line of Credit | Maximum
Debt Instrument [Line Items]
LIBOR variable rate spread	2.00%
Line of credit facility, unused commitment fee percent	0.35%
Revolving Credit Facility | Line of Credit | Minimum
Debt Instrument [Line Items]
LIBOR variable rate spread	1.25%
Line of credit facility, unused commitment fee percent	0.20%
Letter of Credit | Line of Credit
Debt Instrument [Line Items]
Letters of credit outstanding, amount	$ 26.0
London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
LIBOR variable rate spread	1.50%
Designated as Hedging Instrument | Interest Rate Swap
Debt Instrument [Line Items]
Derivative, notional amount	$ 100.0
Derivative, fixed interest rate	2.71%

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Income Taxes - Narrative (Details)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Effective tax rate	24.80%	22.20%
Statutory rate	21.00%	21.00%

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Other, Net (Tables)

3 Months Ended

Mar. 31, 2020

Other Income and Expenses [Abstract]

Other, net (income) expense

Other, net (income) expense consists of the following items:

	Three Months Ended March 31,
	2020		2019
	(in millions)
Interest income	$	(0.2)	$	(0.3)
Foreign currency exchange transactions	—		0.5
Other	—		(0.4)
Other, net (income) expense	$	(0.2)	$	(0.2)

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Property, Plant, and Equipment (Tables)

3 Months Ended

Mar. 31, 2020

Property, Plant and Equipment [Abstract]

Components of property, plant, and equipment

The following table summarizes the components of property, plant, and equipment as of March 31, 2020 and December 31, 2019.

	March 31, 2020		December 31, 2019
	(in millions)
Land(1)	$	367.4	$	331.4
Buildings and improvements	291.8		280.5
Machinery and other	805.6		755.7
Construction in progress	38.9		38.6
	1,503.7		1,406.2
Less accumulated depreciation and depletion	(612.0)		(590.0)
	$	891.7	$	816.2

⁽¹⁾ Includes depletable land of $230.2 million as of March 31, 2020 and $211.0 million as of December 31, 2019.

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Overview and Summary of Significant Accounting Policies - Stockholders' Equity (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Accounting Policies [Abstract]
Authorized stock repurchase amount	$ 50,000,000
Number of shares repurchased	56,836
Cost of shares repurchased	$ 2,000,000.0	$ 8,000,000.0
Remaining authorized repurchase amount	$ 34,000,000.0

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Segment Information

3 Months Ended

Mar. 31, 2020

Segment Reporting [Abstract]

Segment Information

Segment Information

The Company reports operating results in three principal business segments:

Construction Products. The Construction Products segment produces and sells construction aggregates and manufactures and sells trench shields and shoring products and services for infrastructure-related projects.

Energy Equipment. The Energy Equipment segment manufactures and sells products for energy-related businesses, including structural wind towers, steel utility structures for electricity transmission and distribution, traffic structures, and storage and distribution tanks.

Transportation Products. The Transportation Products segment manufactures and sells products for the inland waterway and rail transportation industries including barges, barge-related products, axles, and couplers.

The financial information for these segments is shown in the tables below. We operate principally in North America.

	Three Months Ended March 31,
	Revenues				Operating Profit (Loss)
	2020		2019		2020		2019
	(in millions)
Construction aggregates	$	132.1	$	88.4
Other	17.3		17.6
Construction Products Group	149.4		106.0		$	16.8	$	11.3
Wind towers and utility structures	176.4		158.6
Other	46.8		50.5
Energy Equipment Group	223.2		209.1		24.9		28.2
Inland barges	89.0		49.4
Steel components	28.0		48.1
Transportation Products Group	117.0		97.5		14.3		8.3
Segment Totals before Eliminations and Corporate	489.6		412.6		56.0		47.8
Corporate	—		—		(10.9)		(10.5)
Eliminations	(1.4)		(1.7)		—		—
Consolidated Total	$	488.2	$	410.9	$	45.1	$	37.3

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Leases

3 Months Ended

Mar. 31, 2020

Leases [Abstract]

Leases

Leases

We have various leases primarily for office space and certain equipment. At inception, we determine if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. For leases that contain options to purchase, terminate, or extend, such options are included in the lease term when it is reasonably certain that the option will be exercised. Some of the Company's lease arrangements contain lease components and non-lease components which are accounted for as a single lease component as we have elected the practical expedient to group lease and non-lease components for all leases.

As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on information available at commencement date in determining the present value of lease payments.

Operating Leases

The following table presents information about the Company's operating leases as of March 31, 2020.

	March 31, 2020
	(in millions)
Maturity of Lease Liabilities
2020 (remaining)	$	4.7
2021	4.2
2022	2.8
2023	2.1
2024	1.8
Thereafter	7.3
Total undiscounted operating lease payments	22.9
Less imputed interest	(3.4)
Present value of operating lease liabilities	$	19.5

Balance Sheet Classification	March 31, 2020		December 31, 2019
	(in millions)
Other assets	$	15.9	$	15.6
Accrued liabilities	$	5.2	$	5.5
Other liabilities	14.3		13.5
Total operating lease liabilities	$	19.5	$	19.0

Finance Leases

Finance leases are included in property, plant, and equipment, net and debt on the consolidated balance sheets. The associated amortization expense and interest expense are included in depreciation and interest expense, respectively, on the consolidated income statements. These leases are not material to the consolidated financial statements as of March 31, 2020.

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2020

Segment Reporting [Abstract]

Financial information for segments

The financial information for these segments is shown in the tables below. We operate principally in North America.

	Three Months Ended March 31,
	Revenues				Operating Profit (Loss)
	2020		2019		2020		2019
	(in millions)
Construction aggregates	$	132.1	$	88.4
Other	17.3		17.6
Construction Products Group	149.4		106.0		$	16.8	$	11.3
Wind towers and utility structures	176.4		158.6
Other	46.8		50.5
Energy Equipment Group	223.2		209.1		24.9		28.2
Inland barges	89.0		49.4
Steel components	28.0		48.1
Transportation Products Group	117.0		97.5		14.3		8.3
Segment Totals before Eliminations and Corporate	489.6		412.6		56.0		47.8
Corporate	—		—		(10.9)		(10.5)
Eliminations	(1.4)		(1.7)		—		—
Consolidated Total	$	488.2	$	410.9	$	45.1	$	37.3

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Accumulated Other Comprehensive Loss

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss for the three months ended March 31, 2020 and 2019 are as follows:

	Currency translation adjustments		Unrealized loss on derivative financial instruments		Accumulated Other Comprehensive Loss
	(in millions)
Balances at December 31, 2018	$	(16.8)	$	(0.9)	$	(17.7)
Other comprehensive income (loss), net of tax, before reclassifications	0.3		(1.0)		(0.7)
Amounts reclassified from accumulated other comprehensive loss, net of tax expense (benefit) of $0.0, $0.0, and $0.0	—		0.1		0.1
Other comprehensive income (loss)	0.3		(0.9)		(0.6)
Balances at March 31, 2019	$	(16.5)	$	(1.8)	$	(18.3)
Balances at December 31, 2019	$	(16.3)	$	(3.4)	$	(19.7)
Other comprehensive income (loss), net of tax, before reclassifications	(1.1)		(3.4)		(4.5)
Amounts reclassified from accumulated other comprehensive loss, net of tax expense (benefit) of $0.0, ($0.1) and ($0.1)	—		0.2		0.2
Other comprehensive income (loss)	(1.1)		(3.2)		(4.3)
Balances at March 31, 2020	$	(17.4)	$	(6.6)	$	(24.0)

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Overview and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Arcosa, Inc. and its consolidated subsidiaries (“Arcosa,” the “Company,” “we,” or “our”), headquartered in Dallas, Texas, is a provider of infrastructure-related products and solutions with leading brands serving construction, energy, and transportation markets in North America. Arcosa is a Delaware corporation and was incorporated in 2018 in connection with the separation of Arcosa from Trinity Industries, Inc. (“Trinity” or “Former Parent”) on November 1, 2018 as an independent, publicly-traded company, listed on the New York Stock Exchange (the “Separation”).

The accompanying Consolidated Financial Statements are unaudited and have been prepared from the books and records of Arcosa, Inc. and its consolidated subsidiaries. All normal and recurring adjustments necessary for a fair presentation of the financial position of the Company and the results of operations, comprehensive income/loss, and cash flows have been made in conformity with accounting principles generally accepted in the U.S. (“GAAP”). All significant intercompany accounts and transactions have been eliminated. Because of seasonal and other factors, including the unknown potential duration, spread, severity, and impact of the COVID-19 pandemic, Arcosa's business, financial condition, and results of operations for the three months ended March 31, 2020 may not be indicative of Arcosa's expected business, financial condition, and results of operations for the year ending December 31, 2020.

These interim financial statements and notes are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with the audited consolidated and combined financial statements of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2019.

Stockholders' Equity

Stockholders' Equity

In December 2018, the Company’s Board of Directors (the “Board”) authorized a $50 million share repurchase program effective December 5, 2018 through December 31, 2020. For the three months ended March 31, 2020, the Company repurchased 56,836 shares at a cost of $2.0 million. As of March 31, 2020, the Company had a remaining authorization of $34.0 million under the program.

Revenue Recognition

Revenue Recognition

Revenue is measured based on the allocation of the transaction price in a contract to satisfied performance obligations. The transaction price does not include any amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. The following is a description of principal activities from which the Company generates its revenue, separated by reportable segments. Payments for our products and services are generally due within normal commercial terms. For a further discussion regarding the Company’s reportable segments, see Note 4 Segment Information.

Construction Products Group

The Construction Products Group recognizes substantially all revenue when the customer has accepted the product and legal title of the product has passed to the customer.

Energy Equipment Group

Within the Energy Equipment Group, revenue is recognized for our wind tower, certain utility structure, and certain storage tank product lines over time as the products are manufactured using an input approach based on the costs incurred relative to the total estimated costs of production. We recognize revenue over time for these products as they are highly customized to the needs of an individual customer resulting in no alternative use to the Company if not purchased by the customer after the contract is executed, and we have the right to bill the customer for our work performed to date plus at least a reasonable profit margin for work performed. As of March 31, 2020, we had a contract asset of $30.2 million related to these contracts, compared to $50.8 million at December 31, 2019, which is included in receivables, net of allowance, within the Consolidated Balance Sheets. For all other products, revenue is recognized when the customer has accepted the product and legal title of the product has passed to the customer.

Transportation Products Group

The Transportation Products Group recognizes revenue when the customer has accepted the product and legal title of the product has passed to the customer.

Unsatisfied Performance Obligations

The following table includes estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied or partially satisfied as of March 31, 2020 and the percentage of the outstanding performance obligations as of March 31, 2020 expected to be delivered during the remainder of 2020:

	Unsatisfied performance obligations at March 31, 2020
	Total Amount		Percent expected to be delivered in 2020
	(in millions)
Energy Equipment Group:
Wind towers and utility structures	$	475.6	82	%
Other	$	29.0	100	%
Transportation Products Group:
Inland barges	$	348.3	91	%

All unsatisfied performance obligations beyond 2020 are expected to be delivered during 2021.

Income Tax

Income Taxes

The liability method is used to account for income taxes. Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized.

The Company regularly evaluates the likelihood of realization of tax benefits derived from positions it has taken in various federal and state filings after consideration of all relevant facts, circumstances, and available information. For those tax positions that are deemed more likely than not to be sustained, the Company recognizes the benefit it believes is cumulatively greater than 50% likely to be realized. To the extent the Company were to prevail in matters for which accruals have been established or be required to pay amounts in excess of recorded reserves, the effective tax rate in a given financial statement period could be materially impacted.

Cash and Cash Equivalents

Financial InstrumentsThe Company considers all highly liquid debt instruments to be cash and cash equivalents if purchased with a maturity of three months or less.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk are primarily cash investments and receivables. The Company places its cash investments in bank deposits and highly-rated money market funds, and its investment policy limits the amount of credit exposure to any one commercial issuer. We seek to limit concentrations of credit risk with respect to receivables with control procedures that monitor the credit worthiness of customers, together with the large number of customers in the Company's customer base and their dispersion across different industries and geographic areas. As receivables are generally unsecured, the Company maintains an allowance for doubtful accounts based upon the expected credit losses. Receivable balances determined to be uncollectible are charged against the allowance. To accelerate the conversion to cash, the Company may sell a portion of its trade receivables to a third party. The Company has no continuing involvement or recourse related to these receivables once they are sold, and the impact of these transactions in the Company's Consolidated Statements of Operations for the three months ended March 31, 2020 was not significant. The carrying values of cash, receivables, and accounts payable are considered to be representative of their respective fair values.

Derivative Instruments

Derivative Instruments

The Company may, from time to time, use derivative instruments to mitigate the impact of changes in interest rates or changes in foreign currency exchange rates. For derivative instruments designated as hedges, the Company formally documents the relationship between the derivative instrument and the hedged item, as well as the risk management objective and strategy for the use of the derivative instrument. This documentation includes linking the derivative to specific assets or liabilities on the balance sheet, commitments, or forecasted transactions. At the time a derivative instrument is entered into, and at least quarterly thereafter, the Company assesses whether the derivative instrument is effective in offsetting the changes in fair value or cash flows of the hedged item. Any change in the fair value of the hedged instrument is recorded in accumulated other comprehensive loss (“AOCL”) as a separate component of stockholders' equity and reclassified into earnings in the period during which the hedged transaction affects earnings. The Company monitors its derivative positions and the credit ratings of its counterparties and does not anticipate losses due to counterparties' non-performance.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Recently adopted accounting pronouncements

Effective as of January 1, 2019, the Company adopted Accounting Standards Update No. 2016-02, “Leases”, (“ASU 2016-02”) which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The Company elected to use the optional transition method that allows the Company to apply the provisions of the standard at the effective date without adjusting the comparative prior periods. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard which allowed us to carry forward the historical lease classification. The cumulative effect of adopting the standard on the opening balance of retained earnings was not significant.

The primary impact of adopting the standard was the recognition of a right-of-use asset and corresponding lease liability for our operating leases included in other assets and other liabilities, respectively, on the Consolidated Balance Sheet. See Note 8 Leases for further discussion.

The Company has implemented processes and a lease accounting system to ensure adequate internal controls were in place to assess our contracts and enable proper accounting and reporting of financial information upon adoption.

Effective as of January 1, 2020, the Company adopted Accounting Standards Update No. 2016-13, "Financial Instruments - Credit Losses", ("ASU 2016-13"), which amends the existing accounting guidance for recognizing credit losses on financial assets and certain other instruments not measured at fair value through net income, including financial assets measured at amortized cost, such as trade receivables and contract assets. ASU 2016-13 replaces the existing incurred loss impairment model with an expected credit loss model that requires consideration of a broader range of information to estimate expected credit losses over the lifetime of the asset. The adoption of this guidance did not have a material effect on the Company’s Consolidated Financial Statements.

Recently issued accounting pronouncements not adopted as of March 31, 2020

In December 2019, the FASB issued Accounting Standards Updated No. 2019-12, “Simplifying the Accounting for Income Taxes”, (“ASU 2019-12”), which simplifies the accounting for income taxes by removing certain exceptions to the general principles for income taxes. ASU 2019-12 will become effective for public companies during interim and annual reporting periods beginning after December 15, 2020, with early adoption permitted. We are currently evaluating the impact of adoption on our consolidated financial statements.

Reclassifications

ReclassificationsCertain prior year balances have been reclassified in the Consolidated Financial Statements to conform with the 2020 presentation.

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Consolidated Statement of Stockholder's Equity (unaudited) - USD ($) $ in Millions	Total		Common Stock	Capital in Excess of Par Value	Retained Earnings	Accumulated Other Comprehensive Loss	Treasury Stock
Beginning balance at Dec. 31, 2018	$ 1,684.5		$ 0.5	$ 1,685.7	$ 19.5	$ (17.7)	$ (3.5)
Beginning balance, shares at Dec. 31, 2018			48,800,000				100,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	27.7				27.7
Other comprehensive income (loss)	(0.6)					(0.6)
Dividends paid to common shareholders	(2.5)				(2.5)
Restricted shares, net - shares			0				0
Restricted shares, net - value	3.2			3.6			$ (0.4)
Shares repurchased, shares							300,000
Shares repurchased	(8.0)						$ (8.0)
Stockholders' equity, other	0.9			0.9
Ending balance at Mar. 31, 2019	1,705.2		$ 0.5	1,690.2	44.7	(18.3)	$ (11.9)
Ending balance, shares at Mar. 31, 2019			48,800,000				400,000
Beginning balance at Dec. 31, 2019	1,790.4		$ 0.5	1,686.7	122.9	(19.7)	$ 0.0
Beginning balance, shares at Dec. 31, 2019			48,300,000				0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	31.6				31.6
Other comprehensive income (loss)	(4.3)					(4.3)
Dividends paid to common shareholders	(2.5)				(2.5)
Restricted shares, net - shares			0				0
Restricted shares, net - value	$ 3.7			4.7			$ (1.0)
Shares repurchased, shares	56,836						100,000
Shares repurchased	$ (2.0)						$ (2.0)
Stockholders' equity, other	(0.9)			(0.9)
Ending balance at Mar. 31, 2020	$ 1,816.0	[1]	$ 0.5	$ 1,690.5	$ 152.0	$ (24.0)	$ (3.0)
Ending balance, shares at Mar. 31, 2020			48,300,000				100,000

[1] Unaudited

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Consolidated Statements of Comprehensive Income (parenthetical) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Statement of Comprehensive Income [Abstract]
Unrealized losses arising during the period, tax expense (benefit)	$ (0.9)	$ (0.2)
Reclassification adjustments for losses included in net income, tax expense (benefit)	(0.1)	0.0
Unrealized gains (losses) arising during the period, tax expense (benefit)	$ (0.2)	$ (0.2)

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Fair Value Accounting - Assets and liabilities measured at fair value on recurring basis (Details) - USD ($) $ in Millions		Mar. 31, 2020		Dec. 31, 2019
Liabilities:
Derivative liability		$ 8.4
Fair Value, Measurements, Recurring
Assets:
Cash equivalents		135.0		$ 155.3
Total assets		135.0		155.3
Liabilities:
Contingent consideration liability		4.2	[1]	6.4
Total liabilities		12.6		10.7
Fair Value, Measurements, Recurring | Interest Rate Swap
Liabilities:
Derivative liability	[2]	8.4		4.3
Fair Value, Inputs, Level 1 | Fair Value, Measurements, Recurring
Assets:
Cash equivalents		135.0		155.3
Total assets		135.0		155.3
Liabilities:
Contingent consideration liability		0.0	[1]	0.0
Total liabilities		0.0		0.0
Fair Value, Inputs, Level 1 | Fair Value, Measurements, Recurring | Interest Rate Swap
Liabilities:
Derivative liability	[2]	0.0		0.0
Fair Value, Inputs, Level 2 | Fair Value, Measurements, Recurring
Assets:
Cash equivalents		0.0		0.0
Total assets		0.0		0.0
Liabilities:
Contingent consideration liability		0.0	[1]	0.0
Total liabilities		8.4		4.3
Fair Value, Inputs, Level 2 | Fair Value, Measurements, Recurring | Interest Rate Swap
Liabilities:
Derivative liability	[2]	8.4		4.3
Fair Value, Inputs, Level 3 | Fair Value, Measurements, Recurring
Assets:
Cash equivalents		0.0		0.0
Total assets		0.0		0.0
Liabilities:
Contingent consideration liability		4.2	[1]	6.4
Total liabilities		4.2		6.4
Fair Value, Inputs, Level 3 | Fair Value, Measurements, Recurring | Interest Rate Swap
Liabilities:
Derivative liability	[2]	$ 0.0		$ 0.0

[1] Current portion included in accrued liabilities and non-current portion included in other liabilities on the Consolidated Balance Sheets.

[2] Included in other liabilities on the Consolidated Balance Sheets.

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Overview and Summary of Significant Accounting Policies - Unsatisfied Performance Obligation (Details) $ in Millions	Mar. 31, 2020 USD ($)
Energy Equipment Group | Wind towers and utility structures
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Unsatisfied performance obligations, Amount	$ 475.6
Revenue, remaining performance obligation expected to be delivered in next year	82.00%
Energy Equipment Group | Other
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Unsatisfied performance obligations, Amount	$ 29.0
Revenue, remaining performance obligation expected to be delivered in next year	100.00%
Transportation Products Group | Inland barge
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Unsatisfied performance obligations, Amount	$ 348.3
Revenue, remaining performance obligation expected to be delivered in next year	91.00%

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Goodwill - Goodwill by segment (Details) - USD ($) $ in Millions	Mar. 31, 2020		Dec. 31, 2019
Goodwill [Line Items]
Goodwill	$ 752.7	[1]	$ 621.9
Construction Products Group
Goodwill [Line Items]
Goodwill	294.1		166.2
Energy Equipment Group
Goodwill [Line Items]
Goodwill	419.8		416.9
Transportation Products Group
Goodwill [Line Items]
Goodwill	$ 38.8		$ 38.8

[1] Unaudited

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Balance Sheet Classification (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Total operating lease liabilities	$ 19.5	$ 19.0
Other assets
Operating lease, right of use asset	15.9	15.6
Accrued liabilities
Operating lease, current liability	5.2	5.5
Other liabilities
Operating lease, noncurrent liability	$ 14.3	$ 13.5

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Employee Retirement Plans - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Retirement Benefits [Abstract]
Expected full year contributions by the employer to the multiemployer plan	$ 1.7
Multiemployer plan	$ 0.4	$ 0.5

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Acquisitions and Divestitures

3 Months Ended

Mar. 31, 2020

Business Combinations [Abstract]

Acquisitions and Divestitures

Acquisitions and Divestitures

2020 Acquisitions

In March 2020, we completed the acquisition of certain assets and liabilities of a traffic structures business in our Energy Equipment Group for a total purchase price of $25.3 million. The acquisition was recorded as a business combination based on preliminary valuations of the assets acquired and liabilities assumed at their acquisition date fair value using level three inputs, defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets. The valuation resulted in the recognition of $2.9 million of goodwill in our Energy Equipment Group. Such assets and liabilities were not significant in relation to assets and liabilities at the consolidated or segment level.

On January 6, 2020, we completed the stock acquisition of Cherry Industries, Inc. and affiliated entities (“Cherry”), a leading producer of natural and recycled aggregates in the Houston, Texas market which is included in our Construction Products Group. The purchase price of $296.8 million was funded with a combination of cash on-hand, advances under a new $150.0 million five-year term loan, and future payments to the seller for a net cash paid of $284.1 million during the three months ended March 31, 2020. See Note 7 Debt for additional information on our credit facility. Transaction costs incurred related to the Cherry acquisition were approximately $0.9 million during the three months ended March 31, 2020 and approximately $0.5 million during the year ended December 31, 2019. The acquisition was recorded as a business combination based on preliminary valuations of the assets acquired and liabilities assumed at their acquisition date fair value using level three inputs. We expect to complete our purchase price allocation as soon as reasonably possible not to exceed one year from the acquisition date. Adjustments to the preliminary purchase price allocation could be material to the purchase price allocation, particularly with respect to our preliminary estimates of mineral reserves, intangibles, and deferred income taxes. The following table represents our preliminary purchase price allocation as of March 31, 2020:

	March 31, 2020
	(in millions)
Accounts receivable	$	30.8
Inventories	11.8
Property, plant, and equipment	62.1
Mineral reserves	21.2
Goodwill	125.7
Customer relationships	60.2
Permits	24.9
Other assets	4.1
Accounts payable	(7.6)
Accrued liabilities	(5.3)
Deferred taxes	(29.3)
Other liabilities	(1.8)
Total net assets acquired	$	296.8

The goodwill acquired, none of which is tax deductible, primarily relates to Cherry's market position and existing workforce. The customer relationship intangibles have a weighted average useful life of 14.9 years whereas the permits have a weighted average useful life of 19.8 years. Revenues and operating profit included in the Consolidated Statement of Operations from the date of the acquisition were approximately $43.8 million and $5.7 million during the three months ended March 31, 2020.

The following table represents the unaudited pro-forma consolidated operating results of the Company as if the Cherry acquisition had been completed on January 1, 2019. The unaudited pro-forma information makes certain adjustments to depreciation, depletion, and amortization expense to reflect the fair value recognized in the purchase price allocation, removes one-time transaction related costs, and aligns the Company's debt financing with that as of the acquisition date. The unaudited pro-forma information should not be considered indicative of the results that would have occurred if the acquisition had been completed on January 1, 2019, nor is such unaudited pro-forma information necessarily indicative of future results.

	Three Months Ended March 31, 2020		Year Ended December 31, 2019
	(in millions)
Revenues	$	488.2	$	1,916.9
Income before income taxes	$	44.4	$	163.8

2019 Acquisitions

In August 2019, we completed acquisitions of certain assets and liabilities of two construction aggregates businesses in our Construction Products Group for a total purchase price of $9.4 million. The acquisitions were recorded as business combinations based on preliminary valuations of the assets acquired and liabilities assumed at their acquisition date fair value using level three inputs. The valuation resulted in the recognition of $1.1 million of goodwill in our Construction Products Group. Such assets and liabilities were not significant in relation to assets and liabilities at the consolidated or segment level.

In June 2019, we completed the acquisition of certain assets and liabilities of an inland barge components business within our Transportation Products Group. We also completed the acquisition of certain assets and liabilities of a construction aggregates business in our Construction Products Group. The total purchase price for the businesses acquired was $27.6 million, a portion of which includes estimated royalties to be paid to the seller of the construction aggregates business over the next 10 years. The acquisitions were recorded as business combinations based on preliminary valuations of the assets acquired and liabilities assumed at their acquisition date fair value using level three inputs. The valuation resulted in the recognition of $12.2 million of goodwill in our Transportation Products Group and $1.6 million of goodwill in our Construction Products Group. Such assets and liabilities were not significant in relation to assets and liabilities at the consolidated or segment level.

Divestitures

There was no divestiture activity for the three months ended March 31, 2020 and 2019.

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Goodwill

3 Months Ended

Mar. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Goodwill

Goodwill by segment is as follows:

	March 31, 2020		December 31, 2019
	(in millions)
Construction Products Group	$	294.1	$	166.2
Energy Equipment Group	419.8		416.9
Transportation Products Group	38.8		38.8
	$	752.7	$	621.9

The increase in the Construction Products Group goodwill during the three months ended March 31, 2020 is primarily due to the acquisition of Cherry. The increase in the Energy Equipment Group goodwill during the three months ended March 31, 2020 is due to an acquisition. See Note 2 Acquisitions and Divestitures.

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Income Taxes

3 Months Ended

Mar. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

For interim income tax reporting, we estimate our annual effective tax rate and apply it to our year to date ordinary income (loss). Tax jurisdictions with a projected or year to date loss for which a tax benefit cannot be realized are excluded. The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur. We have open tax years from 2014 to 2019 with various significant tax jurisdictions.

For the three months ended March 31, 2020, the effective tax rate of 24.8% was higher than the U.S. federal statutory rate of 21.0% due primarily to state taxes and nondeductible compensation expenses in the U.S. and Mexico. For the three months ended March 31, 2019, the effective tax rate of 22.2% was higher than the U.S. federal statutory tax rate of 21.0% due primarily to state taxes partially offset by foreign tax benefits.

In response to the COVID-19 pandemic, on March 27, 2020 the U.S. Congress passed the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which includes certain tax relief and benefits that may impact the Company. In light of the recent nature of these developments, the Company is currently evaluating the impact of the various provisions of the CARES Act on its income tax provision.

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Accumulated Other Comprehensive Loss (Tables)

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Changes in accumulated other comprehensive loss

Changes in accumulated other comprehensive loss for the three months ended March 31, 2020 and 2019 are as follows:

	Currency translation adjustments		Unrealized loss on derivative financial instruments		Accumulated Other Comprehensive Loss
	(in millions)
Balances at December 31, 2018	$	(16.8)	$	(0.9)	$	(17.7)
Other comprehensive income (loss), net of tax, before reclassifications	0.3		(1.0)		(0.7)
Amounts reclassified from accumulated other comprehensive loss, net of tax expense (benefit) of $0.0, $0.0, and $0.0	—		0.1		0.1
Other comprehensive income (loss)	0.3		(0.9)		(0.6)
Balances at March 31, 2019	$	(16.5)	$	(1.8)	$	(18.3)
Balances at December 31, 2019	$	(16.3)	$	(3.4)	$	(19.7)
Other comprehensive income (loss), net of tax, before reclassifications	(1.1)		(3.4)		(4.5)
Amounts reclassified from accumulated other comprehensive loss, net of tax expense (benefit) of $0.0, ($0.1) and ($0.1)	—		0.2		0.2
Other comprehensive income (loss)	(1.1)		(3.2)		(4.3)
Balances at March 31, 2020	$	(17.4)	$	(6.6)	$	(24.0)

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Debt (Tables)

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Components of debt

The following table summarizes the components of debt as of March 31, 2020 and December 31, 2019:

	March 31, 2020		December 31, 2019
	(in millions)
Revolving credit facility	$	200.0	$	100.0
Term loan	150.0		—
Finance leases	7.2		7.3
	357.2		107.3
Less: unamortized debt issuance costs	(0.3)		—
Total debt	$	356.9	$	107.3

Remaining principal payments under debt agreement

The remaining principal payments under existing debt agreements as of March 31, 2020 are as follows:

	2020		2021		2022		2023		2024		Thereafter
	(in millions)
Revolving credit facility	$	—	$	—	$	—	$	—	$	—	$	200.0
Term loan	0.9		4.7		7.5		8.5		8.4		120.0

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Consolidated Balance Sheets (Parenthetical) - shares	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Common stock, shares authorized	200,000,000.0	200,000,000.0

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Consolidated Statements of Operating Income (unaudited) - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Revenues	$ 488.2	$ 410.9
Operating costs:
Cost of revenues	391.3	332.8
Selling, general, and administrative expenses	51.8	40.8
Costs and Expenses, Total	443.1	373.6
Total operating profit	45.1	37.3
Interest expense	3.3	1.9
Other, net (income) expense	(0.2)	(0.2)
Income before income taxes	42.0	35.6
Provision (benefit) for income taxes	10.4	7.9
Net income	$ 31.6	$ 27.7
Net income per common share:
Basic (in dollars per share)	$ 0.65	$ 0.57
Diluted (in dollars per share)	$ 0.65	$ 0.56
Weighted average number of shares outstanding
Basic (in shares)	47.8	47.9
Diluted (in shares)	48.4	48.5
Dividends declared per common share	$ 0.05	$ 0.05

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Earnings Per Common Share

3 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

Earnings per Common Share

Earnings Per Common Share

Basic earnings per common share is computed by dividing net income remaining after allocation to unvested restricted shares, which includes unvested restricted shares of Arcosa stock held by employees of the Former Parent, by the weighted average number of basic common shares outstanding for the period. Except when the effect would be antidilutive, the calculation of diluted earnings per common share includes the weighted average net impact of nonparticipating unvested restricted shares. Total weighted average restricted shares were 1.5 million shares and 1.7 million shares for the three months ended March 31, 2020 and 2019, respectively.

The computation of basic and diluted earnings per share follows.  

	Three Months Ended March 31, 2020					Three Months Ended March 31, 2019
	Income (Loss)		Average Shares	EPS		Income (Loss)		Average Shares	EPS
	(in millions, except per share amounts)
Net income	$	31.6				$	27.7
Unvested restricted share participation	(0.3)					(0.3)
Net income per common share – basic	31.3		47.8	$	0.65	27.4		47.9	$	0.57
Effect of dilutive securities:
Nonparticipating unvested restricted shares	—		0.6			—		0.6
Net income per common share – diluted	$	31.3	48.4	$	0.65	$	27.4	48.5	$	0.56

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Acquisitions and Divestitures (Tables)

3 Months Ended

Mar. 31, 2020

Business Combinations [Abstract]

Preliminary purchase price allocation

The following table represents our preliminary purchase price allocation as of March 31, 2020:

	March 31, 2020
	(in millions)
Accounts receivable	$	30.8
Inventories	11.8
Property, plant, and equipment	62.1
Mineral reserves	21.2
Goodwill	125.7
Customer relationships	60.2
Permits	24.9
Other assets	4.1
Accounts payable	(7.6)
Accrued liabilities	(5.3)
Deferred taxes	(29.3)
Other liabilities	(1.8)
Total net assets acquired	$	296.8

Business Acquisition, Pro Forma Information

The following table represents the unaudited pro-forma consolidated operating results of the Company as if the Cherry acquisition had been completed on January 1, 2019. The unaudited pro-forma information makes certain adjustments to depreciation, depletion, and amortization expense to reflect the fair value recognized in the purchase price allocation, removes one-time transaction related costs, and aligns the Company's debt financing with that as of the acquisition date. The unaudited pro-forma information should not be considered indicative of the results that would have occurred if the acquisition had been completed on January 1, 2019, nor is such unaudited pro-forma information necessarily indicative of future results.

	Three Months Ended March 31, 2020		Year Ended December 31, 2019
	(in millions)
Revenues	$	488.2	$	1,916.9
Income before income taxes	$	44.4	$	163.8

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Segment Information - Narrative (Details)	3 Months Ended
	Mar. 31, 2020 segment
Segment Reporting [Abstract]
Number of principal business segments of Company	3

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Pro-Forma (Details) - Cherry Industries - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Revenue	$ 488.2	$ 1,916.9
Income before income taxes	$ 44.4	$ 163.8

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Contingencies - Narrative (Details) $ in Millions	Mar. 31, 2020 USD ($)
Accrued liabilities
Loss Contingencies [Line Items]
Total accruals	$ 3.2
Environmental and workplace matters
Loss Contingencies [Line Items]
Total accruals	1.4
Minimum
Loss Contingencies [Line Items]
Range of possible loss	0.8
Maximum
Loss Contingencies [Line Items]
Range of possible loss	$ 3.4

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Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020		Mar. 31, 2019
Operating activities:
Net income	$ 31.6		$ 27.7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, and amortization	26.8		19.8
Stock-based compensation expense	3.7		3.4
Provision for deferred income taxes	3.2		3.4
Gains on disposition of property and other assets	(0.8)		(0.4)
(Increase) decrease in other assets	(2.4)		(1.2)
Increase (decrease) in other liabilities	0.2		1.9
Other	2.0		(1.2)
Changes in current assets and liabilities:
(Increase) decrease in receivables	(7.2)		85.2
(Increase) decrease in inventories	(7.9)		(17.5)
(Increase) decrease in other current assets	7.8		1.6
Increase (decrease) in accounts payable	14.0		(6.9)
Increase (decrease) in advance billings	(9.4)		(0.1)
Increase (decrease) in accrued liabilities	(20.1)		9.3
Net cash provided by operating activities	41.5		125.0
Investing activities:
Proceeds from disposition of property and other assets	5.1		0.7
Capital expenditures	(21.1)		(18.0)
Acquisitions, net of cash acquired	(309.4)		0.0
Net cash required by investing activities	(325.4)		(17.3)
Financing activities:
Payments to retire debt	(0.3)		(80.4)
Proceeds from issuance of debt	250.2		0.0
Shares repurchased	(2.0)		(6.0)
Dividends paid to common shareholders	(2.5)		(2.5)
Purchase of shares to satisfy employee tax on vested stock	0.0		(0.2)
Other	1.2		0.0
Net cash provided by (required by) financing activities	244.2		(89.1)
Net increase (decrease) in cash and cash equivalents	(39.7)		18.6
Cash and cash equivalents at beginning of period	240.4		99.4
Cash and cash equivalents at end of period	$ 200.7	[1]	$ 118.0

[1] Unaudited

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Consolidated Statements of Comprehensive Income (unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Statement of Comprehensive Income [Abstract]
Net income	$ 31.6	$ 27.7
Derivative financial instruments:
Unrealized losses arising during the period, net of tax expense (benefit) of ($0.9) and ($0.2)	(3.4)	(1.0)
Reclassification adjustments for losses included in net income, net of tax expense (benefit) of ($0.1) and $0.0	0.2	0.1
Currency translation adjustment:
Unrealized gains (losses) arising during the period, net of tax expense (benefit) of ($0.2) and ($0.2)	(1.1)	0.3
Other comprehensive income (loss)	(4.3)	(0.6)
Comprehensive income	$ 27.3	$ 27.1

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Stock-Based Compensation	3 Months Ended
	Mar. 31, 2020
Share-based Payment Arrangement [Abstract]
Stock-Based Compensation	Stock-Based CompensationStock-based compensation totaled approximately $3.7 million and $3.4 million for the three months ended March 31, 2020 and 2019, respectively.

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Overview and Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Unsatisfied Performance Obligations

Unsatisfied Performance Obligations

The following table includes estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied or partially satisfied as of March 31, 2020 and the percentage of the outstanding performance obligations as of March 31, 2020 expected to be delivered during the remainder of 2020:

	Unsatisfied performance obligations at March 31, 2020
	Total Amount		Percent expected to be delivered in 2020
	(in millions)
Energy Equipment Group:
Wind towers and utility structures	$	475.6	82	%
Other	$	29.0	100	%
Transportation Products Group:
Inland barges	$	348.3	91	%

All unsatisfied performance obligations beyond 2020 are expected to be delivered during 2021.

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Property, Plant, and Equipment - Components of property, plant, and equipment (Details) - USD ($) $ in Millions		Mar. 31, 2020		Dec. 31, 2019
Components of property, plant, and equipment
Property, plant and equipment, at cost		$ 1,503.7		$ 1,406.2
Less accumulated depreciation		(612.0)		(590.0)
Property, plant, and equipment, net		891.7	[1]	816.2
Land
Components of property, plant, and equipment
Property, plant and equipment, at cost	[2]	367.4		331.4
Buildings and improvements
Components of property, plant, and equipment
Property, plant and equipment, at cost		291.8		280.5
Machinery and other
Components of property, plant, and equipment
Property, plant and equipment, at cost		805.6		755.7
Construction in progress
Components of property, plant, and equipment
Property, plant and equipment, at cost		38.9		38.6
Depletable land
Components of property, plant, and equipment
Property, plant and equipment, at cost		$ 230.2		$ 211.0

[1] Unaudited

[2] Includes depletable land of $230.2 million as of March 31, 2020 and $211.0 million as of December 31, 2019.

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Acquisitions and Divestitures - Narrative (Details) $ in Millions	3 Months Ended				12 Months Ended
	Mar. 31, 2020 USD ($) businesses_divested	Sep. 30, 2019 USD ($)	Jun. 30, 2019 USD ($)	Mar. 31, 2019 USD ($) businesses_divested	Dec. 31, 2019 USD ($)
Segment Reporting Information [Line Items]
Net cash paid for acquisition	$ 284.1
Transaction costs	0.9				$ 0.5
Revenues	488.2			$ 410.9
Operating profit (loss)	$ 45.1			$ 37.3
Number of Divestitures | businesses_divested	0			0
Number of Businesses Acquired	2			0	4
Term Loan	$ 150.0
Construction aggregates | Construction Products Group
Segment Reporting Information [Line Items]
Acquisition price		$ 9.4
Goodwill acquired		$ 1.1	$ 1.6
Traffic structures | Energy Equipment Group
Segment Reporting Information [Line Items]
Acquisition price	25.3
Goodwill acquired	2.9
Cherry Industries
Segment Reporting Information [Line Items]
Revenues	43.8
Operating profit (loss)	$ 5.7
Cherry Industries | Customer-Related Intangible Assets
Segment Reporting Information [Line Items]
Weighted average useful life	14 years 10 months 24 days
Cherry Industries | Construction Permits
Segment Reporting Information [Line Items]
Weighted average useful life	19 years 9 months 18 days
Cherry Industries | Construction Products Group
Segment Reporting Information [Line Items]
Acquisition price	$ 296.8
Inland barge and construction aggregates businesses | Transportation Products Group and Construction Products Group
Segment Reporting Information [Line Items]
Acquisition price			27.6
Inland barge business | Transportation Products Group
Segment Reporting Information [Line Items]
Goodwill acquired			$ 12.2

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Earnings Per Common Share - Computation of basic and diluted earnings per share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Earnings Per Share [Abstract]
Total weighted average restricted shares and antidilutive stock options	1.5	1.7
Earnings Per Share Reconciliation [Abstract]
Net income	$ 31.6	$ 27.7
Unvested restricted share participation	(0.3)	(0.3)
Net income per common share – basic	$ 31.3	$ 27.4
Net income - basic (shares)	47.8	47.9
Net income - basic (EPS)	$ 0.65	$ 0.57
Effect of dilutive securities:
Nonparticipating unvested restricted shares	$ 0.0	$ 0.0
Nonparticipating unvested restricted shares (shares)	0.6	0.6
Net income per common share – diluted	$ 31.3	$ 27.4
Net income - diluted (shares)	48.4	48.5
Net income - diluted (EPS)	$ 0.65	$ 0.56

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Operating Leases (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Leases [Abstract]
2020 (remaining)	$ 4.7
2021	4.2
2022	2.8
2023	2.1
2024	1.8
Thereafter	7.3
Lessee, Operating Lease, Liability, Payments, Due	22.9
Less: imputed interest	(3.4)
Present value of operating lease liabilities	$ 19.5	$ 19.0

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Retirement plan expense (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Retirement Benefits [Abstract]
Defined contribution plan	$ 2.6	$ 2.2
Multiemployer plan	0.4	0.5
Retirement expense	$ 3.0	$ 2.7

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Other, Net

3 Months Ended

Mar. 31, 2020

Other Income and Expenses [Abstract]

Other, Net

Other, Net

Other, net (income) expense consists of the following items:

	Three Months Ended March 31,
	2020		2019
	(in millions)
Interest income	$	(0.2)	$	(0.3)
Foreign currency exchange transactions	—		0.5
Other	—		(0.4)
Other, net (income) expense	$	(0.2)	$	(0.2)

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Overview and Summary of Significant Accounting Policies

Basis of Presentation

Arcosa, Inc. and its consolidated subsidiaries (“Arcosa,” the “Company,” “we,” or “our”), headquartered in Dallas, Texas, is a provider of infrastructure-related products and solutions with leading brands serving construction, energy, and transportation markets in North America. Arcosa is a Delaware corporation and was incorporated in 2018 in connection with the separation of Arcosa from Trinity Industries, Inc. (“Trinity” or “Former Parent”) on November 1, 2018 as an independent, publicly-traded company, listed on the New York Stock Exchange (the “Separation”).

The accompanying Consolidated Financial Statements are unaudited and have been prepared from the books and records of Arcosa, Inc. and its consolidated subsidiaries. All normal and recurring adjustments necessary for a fair presentation of the financial position of the Company and the results of operations, comprehensive income/loss, and cash flows have been made in conformity with accounting principles generally accepted in the U.S. (“GAAP”). All significant intercompany accounts and transactions have been eliminated. Because of seasonal and other factors, including the unknown potential duration, spread, severity, and impact of the COVID-19 pandemic, Arcosa's business, financial condition, and results of operations for the three months ended March 31, 2020 may not be indicative of Arcosa's expected business, financial condition, and results of operations for the year ending December 31, 2020.

These interim financial statements and notes are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with the audited consolidated and combined financial statements of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2019.

Stockholders' Equity

In December 2018, the Company’s Board of Directors (the “Board”) authorized a $50 million share repurchase program effective December 5, 2018 through December 31, 2020. For the three months ended March 31, 2020, the Company repurchased 56,836 shares at a cost of $2.0 million. As of March 31, 2020, the Company had a remaining authorization of $34.0 million under the program.

Revenue Recognition

Revenue is measured based on the allocation of the transaction price in a contract to satisfied performance obligations. The transaction price does not include any amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. The following is a description of principal activities from which the Company generates its revenue, separated by reportable segments. Payments for our products and services are generally due within normal commercial terms. For a further discussion regarding the Company’s reportable segments, see Note 4 Segment Information.

Construction Products Group

The Construction Products Group recognizes substantially all revenue when the customer has accepted the product and legal title of the product has passed to the customer.

Energy Equipment Group

Within the Energy Equipment Group, revenue is recognized for our wind tower, certain utility structure, and certain storage tank product lines over time as the products are manufactured using an input approach based on the costs incurred relative to the total estimated costs of production. We recognize revenue over time for these products as they are highly customized to the needs of an individual customer resulting in no alternative use to the Company if not purchased by the customer after the contract is executed, and we have the right to bill the customer for our work performed to date plus at least a reasonable profit margin for work performed. As of March 31, 2020, we had a contract asset of $30.2 million related to these contracts, compared to $50.8 million at December 31, 2019, which is included in receivables, net of allowance, within the Consolidated Balance Sheets. For all other products, revenue is recognized when the customer has accepted the product and legal title of the product has passed to the customer.

Transportation Products Group

The Transportation Products Group recognizes revenue when the customer has accepted the product and legal title of the product has passed to the customer.

Unsatisfied Performance Obligations

The following table includes estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied or partially satisfied as of March 31, 2020 and the percentage of the outstanding performance obligations as of March 31, 2020 expected to be delivered during the remainder of 2020:

	Unsatisfied performance obligations at March 31, 2020
	Total Amount		Percent expected to be delivered in 2020
	(in millions)
Energy Equipment Group:
Wind towers and utility structures	$	475.6	82	%
Other	$	29.0	100	%
Transportation Products Group:
Inland barges	$	348.3	91	%

All unsatisfied performance obligations beyond 2020 are expected to be delivered during 2021.

Income Taxes

The liability method is used to account for income taxes. Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized.

The Company regularly evaluates the likelihood of realization of tax benefits derived from positions it has taken in various federal and state filings after consideration of all relevant facts, circumstances, and available information. For those tax positions that are deemed more likely than not to be sustained, the Company recognizes the benefit it believes is cumulatively greater than 50% likely to be realized. To the extent the Company were to prevail in matters for which accruals have been established or be required to pay amounts in excess of recorded reserves, the effective tax rate in a given financial statement period could be materially impacted.

Financial Instruments

The Company considers all highly liquid debt instruments to be cash and cash equivalents if purchased with a maturity of three months or less. Financial instruments that potentially subject the Company to a concentration of credit risk are primarily cash investments and receivables. The Company places its cash investments in bank deposits and highly-rated money market funds, and its investment policy limits the amount of credit exposure to any one commercial issuer. We seek to limit concentrations of credit risk with respect to receivables with control procedures that monitor the credit worthiness of customers, together with the large number of customers in the Company's customer base and their dispersion across different industries and geographic areas. As receivables are generally unsecured, the Company maintains an allowance for doubtful accounts based upon the expected credit losses. Receivable balances determined to be uncollectible are charged against the allowance. To accelerate the conversion to cash, the Company may sell a portion of its trade receivables to a third party. The Company has no continuing involvement or recourse related to these receivables once they are sold, and the impact of these transactions in the Company's Consolidated Statements of Operations for the three months ended March 31, 2020 was not significant. The carrying values of cash, receivables, and accounts payable are considered to be representative of their respective fair values.

Derivative Instruments

The Company may, from time to time, use derivative instruments to mitigate the impact of changes in interest rates or changes in foreign currency exchange rates. For derivative instruments designated as hedges, the Company formally documents the relationship between the derivative instrument and the hedged item, as well as the risk management objective and strategy for the use of the derivative instrument. This documentation includes linking the derivative to specific assets or liabilities on the balance sheet, commitments, or forecasted transactions. At the time a derivative instrument is entered into, and at least quarterly thereafter, the Company assesses whether the derivative instrument is effective in offsetting the changes in fair value or cash flows of the hedged item. Any change in the fair value of the hedged instrument is recorded in accumulated other comprehensive loss (“AOCL”) as a separate component of stockholders' equity and reclassified into earnings in the period during which the hedged transaction affects earnings. The Company monitors its derivative positions and the credit ratings of its counterparties and does not anticipate losses due to counterparties' non-performance.

Recent Accounting Pronouncements

Recently adopted accounting pronouncements

Effective as of January 1, 2019, the Company adopted Accounting Standards Update No. 2016-02, “Leases”, (“ASU 2016-02”) which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The Company elected to use the optional transition method that allows the Company to apply the provisions of the standard at the effective date without adjusting the comparative prior periods. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard which allowed us to carry forward the historical lease classification. The cumulative effect of adopting the standard on the opening balance of retained earnings was not significant.

The primary impact of adopting the standard was the recognition of a right-of-use asset and corresponding lease liability for our operating leases included in other assets and other liabilities, respectively, on the Consolidated Balance Sheet. See Note 8 Leases for further discussion.

The Company has implemented processes and a lease accounting system to ensure adequate internal controls were in place to assess our contracts and enable proper accounting and reporting of financial information upon adoption.

Effective as of January 1, 2020, the Company adopted Accounting Standards Update No. 2016-13, "Financial Instruments - Credit Losses", ("ASU 2016-13"), which amends the existing accounting guidance for recognizing credit losses on financial assets and certain other instruments not measured at fair value through net income, including financial assets measured at amortized cost, such as trade receivables and contract assets. ASU 2016-13 replaces the existing incurred loss impairment model with an expected credit loss model that requires consideration of a broader range of information to estimate expected credit losses over the lifetime of the asset. The adoption of this guidance did not have a material effect on the Company’s Consolidated Financial Statements.

Recently issued accounting pronouncements not adopted as of March 31, 2020

In December 2019, the FASB issued Accounting Standards Updated No. 2019-12, “Simplifying the Accounting for Income Taxes”, (“ASU 2019-12”), which simplifies the accounting for income taxes by removing certain exceptions to the general principles for income taxes. ASU 2019-12 will become effective for public companies during interim and annual reporting periods beginning after December 15, 2020, with early adoption permitted. We are currently evaluating the impact of adoption on our consolidated financial statements.

Reclassifications

Certain prior year balances have been reclassified in the Consolidated Financial Statements to conform with the 2020 presentation.

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Property, Plant, and Equipment

3 Months Ended

Mar. 31, 2020

Property, Plant and Equipment [Abstract]

Property, Plant, and Equipment

Property, Plant, and Equipment

The following table summarizes the components of property, plant, and equipment as of March 31, 2020 and December 31, 2019.

	March 31, 2020		December 31, 2019
	(in millions)
Land(1)	$	367.4	$	331.4
Buildings and improvements	291.8		280.5
Machinery and other	805.6		755.7
Construction in progress	38.9		38.6
	1,503.7		1,406.2
Less accumulated depreciation and depletion	(612.0)		(590.0)
	$	891.7	$	816.2

⁽¹⁾ Includes depletable land of $230.2 million as of March 31, 2020 and $211.0 million as of December 31, 2019.

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Earnings Per Common Share (Tables)

3 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

Computation of basic and diluted earnings per share

The computation of basic and diluted earnings per share follows.  

	Three Months Ended March 31, 2020					Three Months Ended March 31, 2019
	Income (Loss)		Average Shares	EPS		Income (Loss)		Average Shares	EPS
	(in millions, except per share amounts)
Net income	$	31.6				$	27.7
Unvested restricted share participation	(0.3)					(0.3)
Net income per common share – basic	31.3		47.8	$	0.65	27.4		47.9	$	0.57
Effect of dilutive securities:
Nonparticipating unvested restricted shares	—		0.6			—		0.6
Net income per common share – diluted	$	31.3	48.4	$	0.65	$	27.4	48.5	$	0.56

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Leases (Tables)

3 Months Ended

Mar. 31, 2020

Leases [Abstract]

Operating leases

The following table presents information about the Company's operating leases as of March 31, 2020.

	March 31, 2020
	(in millions)
Maturity of Lease Liabilities
2020 (remaining)	$	4.7
2021	4.2
2022	2.8
2023	2.1
2024	1.8
Thereafter	7.3
Total undiscounted operating lease payments	22.9
Less imputed interest	(3.4)
Present value of operating lease liabilities	$	19.5

Lease right of use and contract liability classification

Balance Sheet Classification	March 31, 2020		December 31, 2019
	(in millions)
Other assets	$	15.9	$	15.6
Accrued liabilities	$	5.2	$	5.5
Other liabilities	14.3		13.5
Total operating lease liabilities	$	19.5	$	19.0