ACA 10-K & 10-Q changes, risk factors and insider trading

Summary of Risk Factors

The following is a summary of the principal risks that could adversely affect our business, operations and financial results, and consequently the principal risks associated with an investment in our equity or debt securities. We describe these risks in greater detail below the Summary of Risk Factors.

Risks Related to our Business and Operations.

•the seasonality of our business and its susceptibility to severe and prolonged periods of adverse weather;

•delays in construction projects and failure to manage our inventory;

•an inability to sustain our market positions in highly competitive industries;

•an inability to deliver our backlog on time;

•our dependence on key management employees and skilled or professional labor, and an inability to retain their services in the future;

•an inability or failure to maintain safe work sites;

•collective bargaining agreement disputes with labor unions and the risk of strikes or work stoppages;

•equipment failures or other material disruptions at our manufacturing facilities, mining facilities or elsewhere in our supply chain;

•damage to our facilities as a result of natural disasters or similar incidents;

•fluctuations in the price and supply of raw materials, parts, and components used in production, including tariffs on foreign imports;

•reductions in the availability of natural aggregates reserves, specialty materials reserves, and supply stock for recycled aggregates;

•reductions in the availability of energy supplies or an increase in energy costs;

•quarterly fluctuations in our financials due to the limited number of customers for certain products, variable purchase patterns, and timing of completion and delivery of orders;

•material nonpayment or nonperformance by our customers;

•reputational harm or product warranty and liability claims from defects in our products;

•claims arising from third-party misuse, improper installation, or inadequate maintenance or repair of our products;

•expense, unavailability, or inadequacy of insurance coverage;

•an inability to manage our operations or fulfill obligations as a result of our indebtedness and restrictions our indebtedness places on our current and future operations;

•any requirement to reduce the value of our long-lived assets, including intangible assets and/or goodwill;

•changes in accounting policies or inaccurate estimates in the application of accounting policies;

Risks Related to Economic, Geopolitical, and Legal Factors.

•the impact of pandemics, epidemics, or other public health emergencies, as well as governmental shutdowns related thereto;

•instability in the economy or negative conditions in credit markets;

•decreased demand for our products due to our participation in cyclical industries subject to downturns;

•the impact of increased prices and inflation on principal raw material prices, including the cost of steel and liquid asphalt;

•risks related to operations outside of the U.S.;

•increased costs due to fluctuations in foreign currency exchange rates;

•trade policies and practices of competitors that violate U.S. or other foreign laws;

•dependence on government spending, funding, and routine operations from federal, state and local government agencies;

•repercussions from terrorist activities or armed conflict;

•litigated disputes and other claims that could increase costs and weaken our financial condition;

Risks Related to Growth Strategy.

•uncertainty of organic growth and increased costs from related operational transitions;

•an inability to successfully identify, consummate, or integrate acquisitions;

•unexpected liabilities from acquisitions and divestitures;

•exposure to new business, regulatory, political, operational, financial, and economic risks from the potential expansion of our business;

Risks Related to Regulatory and Environmental Matters.

•any failure to comply with regulatory compliance obligations in all countries where we do business;

•an inability to comply with health and safety laws and regulations;

•exposure to environmental liabilities and unknown environmental conditions;

•any improper handling, transport, storage, or disposal of hazardous materials;

•risks and physical impacts related to climate change, including business, regulatory, and legal risks;

•costs associated with and varying sentiments regarding our sustainability efforts and practices;

•taxing authorities could contest certain of the tax positions we take;

•the expiration, elimination, modification, or reduction of tax benefits, tax credits, federal-aid programs, or other government funding or subsidies;

Risks Related to Technology and Cybersecurity.

•information system failures, cyber incidents, or security breaches;

•an inability to comply with evolving laws and regulations regarding privacy and cybersecurity;

•operational, legal, and compliance risks regarding our adoption and use of AI technologies;

•an inability to sufficiently protect our intellectual property rights;

Risks Related to Arcosa Common Stock.

•unpredictability in the timing, amount, or payment of dividends on our common stock;

•provisions in our governing documents and Delaware law that could prevent or delay acquisition bids or merger proposals;

•significant fluctuations in our stock price;

•dilution of stockholders’ ownership percentage.

•Within our Engineered Structures segment, our backlog for utility and related structures as of December 31, 2025 was $434.9 million, up 5% from the prior year, and provides strong production visibility for 2026. In utility structures, order and inquiry activity continues to be healthy, as customers remain focused on grid hardening and reliability initiatives, along with increasing demand for electricity stemming from AI-driven projects. Due to increased demand, we are currently in the process of converting an idled wind tower facility to utility structures, which is expected to be operational in the second-half of 2026. We are evaluating our Engineered Structures footprint for additional opportunities to increase capacity to meet elevated demand.

•The Inflation Reduction Act ("IRA,") enacted in August 2022, was a significant catalyst for order activity for our wind towers business, also within the Engineered Structures segment. The IRA included a long-term extension of the Production Tax Credit ("PTC") for new wind farm projects and introduced new Advanced Manufacturing Production ("AMP") tax credits for companies that domestically manufacture and sell clean energy equipment in the U.S. Shortly following the passage of the IRA, we received new wind tower orders of $1.1 billion for delivery in 2023 through 2028, and we opened a new plant in New Mexico that started delivering towers in the second quarter of 2024. As of December 31, 2025, we have delivered roughly half of the orders we received in the wake of the IRA. Uncertainty around potential changes in renewable energy policy under the current U.S. presidential administration tempered additional order activity. The One Big Beautiful Bill Act (“OBBBA”), which was enacted on July 4, 2025, includes several provisions that roll-back, phase out, repeal, and/or add stricter eligibility requirements for, several tax incentives applicable to wind and solar projects. The OBBBA terminates the IRA's AMP tax credits for wind towers sold after 2027. Also, under the OBBBA, wind farm projects that begin construction after July 4, 2026, and are not placed in service before the end of 2027, will not be eligible for the PTC. Notwithstanding these developments, we remain confident that further investment in wind energy is needed to meet the load growth demands in the U.S., and the pending expiration of these incentives may pull demand forward. During the second half of 2025, we received orders of $247 million and shifted some deliveries scheduled for 2028 into 2026, which provide backlog visibility for all three of our active wind tower plants in 2026 and 2027. As of December 31, 2025, our backlog for wind towers was $627.8 million, down 19% from the prior year, and we expect to recognize 42% during 2026 and 53% during 2027.

•Within our Transportation Products segment, our backlog for inland barges as of December 31, 2025 was $296.9 million, up 6% from the prior year, and provides visibility for both hopper and tank barges well into the second half of 2026. During the fourth quarter, we received orders of $81 million for both hopper and tank barges. Both fleets continue to age as new builds are relatively low, which indicates future pent up replacement demand.

On February 24, 2026, the Company entered into a Stock Purchase Agreement to sell its barge business to an affiliate of Wynnchurch Capital, L.P., for a cash purchase price of approximately $450 million, subject to customary purchase price adjustments. The divestiture is expected to close in the second quarter of 2026 and is subject to regulatory approval and other customary closing conditions. Reported within the Transportation Products segment, revenues and operating profit of the barge business were $383.3 million and $60.8 million, respectively, during the year ended December 31, 2025, and $329.8 million and $49.7 million, respectively, during the year ended December 31, 2024. The Company intends to use the after-tax proceeds to further invest in the expansion of its core growth platforms and reduce outstanding debt.

•Selling, general, and administrative expenses decreased 4.0% as higher costs from the acquired Ameron and Stavola businesses were more than offset by lower costs from steel components and a decline in acquisition and divestiture-related expenses. As a percentage of revenues, selling, general, and administrative expenses were 10.7% for the year ended December 31, 2025, compared to 12.5% in the prior year.

•Interest expense for the year ended December 31, 2025 totaled $108.8 million, an increase of $37.9 million, driven by the additional debt incurred to finance the Stavola acquisition.

•The effective tax rate for the year ended December 31, 2025 was 13.6% compared to 27.9% for the year ended December 31, 2024. See Note 9. "Income Taxes" to the Consolidated Financial Statements.

•Net income for the year ended December 31, 2025 was $208.4 million compared with $93.7 million for the year ended December 31, 2024.

Our Engineered Structures and Transportation Products segments operate in cyclical industries. Additionally, results in our Construction Products segment are affected by weather and seasonal fluctuations with the second and third quarters historically being the quarters with the highest revenues.

For inland barges in our Transportation Products segment, all of the unsatisfied performance obligations are expected to be recognized during 2026.

•Revenues increased by 12.2%.

•Revenues from Construction Products increased primarily due to the contribution from the acquired Stavola business, which closed in October 2024.

•Revenues from Engineered Structures increased primarily due to higher volumes in our utility structures and wind towers businesses, partially offset by lower steel pass-through costs. Revenues also increased due to the contribution from the acquired Ameron business, which closed in April 2024.

•Revenues from Transportation Products were impacted by the divestiture of the steel components business, which closed in August 2024. Inland barge revenues increased 16.2% for the year ended December 31, 2025, primarily due to higher tank barge deliveries.

(1) Depreciation, depletion, and amortization are included within operating profit and allocated between cost of revenues and selling, general, and administrative expenses depending on whether the underlying assets contribute to the production of revenue.

•Operating costs increased 7.1%.

•Operating costs for Construction Products increased primarily due to additional costs from the acquired Stavola business.

•Operating costs for Engineered Structures increased primarily due to higher volumes in utility structures and wind towers and additional costs from the acquired Ameron business, partially offset by lower steel input costs for utility structures.

•Operating costs for Transportation Products decreased primarily due to the divestiture of the steel components business, partially offset by higher tank barge volumes.

•Depreciation, depletion, and amortization increased primarily due to the acquisition of Stavola.

•Corporate costs decreased 31.0% primarily due to lower acquisition and divestiture-related expenses, partially offset by higher compensation-related expenses.

•Operating profit increased 73.0%. Excluding the impact of the divested steel components business, operating profit increased 64.3% for the year ended December 31, 2025.

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

•Operating profit in Engineered Structures increased due to higher utility structures and wind tower volumes as well as operating improvements in our utility structures business.

•Operating profit in Transportation Products increased due to higher tank barge volumes, partially offset by the impact of the steel components divestiture.

•Operating profit also increased due to lower acquisition and divestiture-related expenses which decreased by $44.4 million for the year ended December 31, 2025.

There have been no material changes in the Company's risk factors from those set forth in our 2025 Annual Report on Form 10-K other than those included below related to the potential Merger. Readers should carefully consider the factors discussed in "Risk Factors" in Item 1A of Part 1 of the 2025 Annual Report on Form 10-K, which could materially harm its business, liquidity and financial condition, results of operations, or stock price, including causing its actual results to differ materially from those projected in any forward-looking statements. The following list of material risk factors is not all-inclusive or necessarily in order of importance. Additional risks and uncertainties not presently known to Arcosa or that it currently deems immaterial also may materially adversely affect it in future periods.

The announcement and pendency of the Merger Agreement could have an adverse effect on our business.

On June 21, 2026, we entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified in accordance with its terms, the “Merger Agreement”) with CRH Americas, Inc., a Delaware corporation (“CRH”), and Neon Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of CRH (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving the Merger and becoming a wholly owned subsidiary of CRH (the “Merger”).

On August 3, 2026, the Company filed a definitive proxy statement (the "Proxy Statement") with the SEC. The Proxy Statement was first mailed to stockholders of the Company on or about August 4, 2026, which included the notice of the special meeting date on September 4, 2026 to consider the Company Stockholder approval. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, except as otherwise provided in the Merger Agreement, each share of our common stock issued and outstanding immediately prior to the effective time of the Merger will be canceled and automatically converted into the right to receive $150.00 in cash, without interest, less any applicable withholding taxes.

Uncertainty about the effect of the proposed Merger on our employees, customers, and suppliers may have an adverse effect on our business and operations that may be material to our company. There may be adverse effects on our ability to attract, recruit, retain and motivate current and prospective employees who may be uncertain about their future roles following completion of the Merger, and the possibility that our employees could lose productivity as a result of the uncertainty regarding their employment following the Merger. Any loss or distraction of such employees could have an adverse effect on our business and operations. In addition, we have diverted, and will continue to divert, significant management attention and resources towards the completion of the Merger, which could adversely affect our business and operations.

Our customers may experience uncertainty associated with the Merger, including with respect to concerns about possible changes to our products, services or policies. Similarly, our suppliers may experience uncertainty associated with the Merger, including with respect to current or future business relationships with us. Uncertainty may cause customers to refrain from purchasing our products and services, and suppliers may seek to change existing business relationships, which could result in an adverse effect on our business, operations, and financial condition in a way that may be material to our company.

Pursuant to the terms of the Merger Agreement, we are subject to certain restrictions on the conduct of our business, including the ability in certain cases to enter into contracts, acquire or dispose of assets, incur indebtedness, or incur capital expenditures, until the Merger becomes effective or the Merger Agreement is terminated. These restrictions may prevent us from taking actions with respect to our business that we may consider advantageous and result in our inability to respond effectively to competitive pressures and industry developments, and may otherwise harm our business and operations.

The Merger is subject to receipt of approval from our stockholders as well as the satisfaction of other closing conditions in the Merger Agreement.

The Merger Agreement contains a number of customary conditions to complete the Merger, including, (1) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of common stock entitled to vote at the special meeting, (2) the absence of any law, order or injunction restraining, enjoining or otherwise prohibiting the Merger, (3) (i) the expiration or termination of any applicable waiting period (and any extensions thereof) applicable to (a) the transactions contemplated by the merger agreement, including the merger, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (b) any agreement between a governmental entity, on the one hand, and the Company and CRH, on the other hand, prohibiting the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (ii) the receipt or waiver of the governmental approvals required under the regulatory laws of the required jurisdictions specified in the Merger Agreement, or the lapse, waiver or termination of any applicable waiting or other time periods relating thereto, (4) subject to certain exceptions and materiality qualifiers, the accuracy of each party’s representations and warranties, (5) the absence of a material adverse effect with respect to the Company, and (6) performance in all material respects by each party of its obligations, covenants and agreements required to be performed under the Merger Agreement before the effective time.

We can provide no assurance that all required approvals will be obtained or that all closing conditions will be satisfied, and, if all required approvals are obtained and the closing conditions are satisfied, we can provide no assurance as to the terms, conditions and timing of such approvals or the timing of the completion of the Merger. Any delay in completing the Merger could cause us not to realize some or all of the benefits that we expect to achieve if the Merger is successfully completed within its expected timeframe.

The failure to complete the Merger could adversely affect our business, financial condition, operating results, and stock price.

Completion of the Merger is subject to certain conditions beyond our control that may prevent, delay, or otherwise adversely affect its completion in a material way, including the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and similar competition approvals or consents that must be obtained from regulatory entities. In addition to the expiration or termination of the waiting period under the HSR Act, the completion of the merger is also conditioned on the receipt of certain approvals or clearances (or the expiration or termination of applicable waiting or review periods) under the antitrust laws of Australia and Mexico and, if applicable, approval or the expiration, waiver or termination of the relevant waiting period under the Investment Canada Act. The process to obtain regulatory approvals could substantially delay, or prevent, the consummation of the Merger. There can be no assurance that these conditions to the completion of the Merger will be satisfied in a timely manner or at all. If the Merger is not completed, our stock price could fall to the extent its current market price reflects an assumption that the Merger will be completed, and it is uncertain when, if ever, our stock price would return to the price at which our shares currently trade.

The Merger Agreement provides that, upon termination of the Merger Agreement by the Company or CRH in certain customary circumstances, including, among other things, termination by the Company prior to the Company obtaining stockholder approval and subsequent entry into a definitive agreement providing for a superior proposal, and termination by CRH prior to the Company obtaining stockholder approval due to a change of recommendation by the Board, a fee of $260.4 million will be payable by the Company to CRH.

Further, a failure to complete the Merger may result in negative publicity and a negative impression of us in the investment community and may necessitate us having to obtain additional financing, which may be unavailable on terms favorable to us, or at all. Any disruption to our business resulting from the announcement and pendency of the Merger and from intensifying competition from our competitors, including any adverse changes in our relationships with our customers, suppliers, and employees could continue or accelerate in the event of a failure to complete the Merger. We may be subject to legal proceedings related to the transactions contemplated by the Merger Agreement. There can be no assurance that our business, these relationships, or our financial condition will not be adversely affected, as compared to the condition prior to the announcement of the Merger, if the Merger is not consummated.

The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger and that could deter or discourage a competing acquirer from making a favorable alternative transaction proposal.

Under the Merger Agreement, we are subject to “no-shop” restrictions and are not permitted, subject to certain exceptions set forth in the Merger Agreement, to solicit, initiate, knowingly encourage or knowingly facilitate any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer that constitutes or could be reasonably expected to lead to an acquisition proposal, or participate in any discussions or negotiations regarding or furnish to any person or entity any information relating to the Company or any of its subsidiaries, in each case, in connection with an acquisition proposal, other than to state that the Company and its representatives are prohibited thereunder from engaging in any discussions or negotiations. Further, our Board is required to recommend that our stockholders vote in favor of adoption of the Merger Agreement, subject to exceptions for superior proposals and certain intervening events, in each case where the Board determines in good faith, after consultation with outside legal counsel, that failure to take the applicable action would be reasonably likely to constitute a breach of the directors’ fiduciary duties under applicable law. Upon the termination of the Merger Agreement under specified circumstances, including, among others, the termination by CRH in the event of a change of recommendation by the Board prior to the Company obtaining stockholder approval, we would be required to pay CRH a termination fee of $260.4 million. Such provisions of the Merger Agreement could discourage or deter a third party that may be willing to pay more than CRH for our outstanding common stock from considering or proposing such an acquisition of the Company.

Lawsuits may arise in connection with the Merger, which could delay or prevent completion of the Merger and adversely affect our business, results of operations, cash flows and financial condition.

Lawsuits relating to the Merger could be filed against us and our directors and officers, including by our stockholders. Although litigation is common in connection with acquisitions of public companies, regardless of any merits related to the underlying acquisition, the outcome of any litigation cannot be assured and could delay or prevent completion of the Merger. Additionally, the amount of fees and costs of defense, including costs associated with the indemnification of directors and officers, and other liabilities that may be incurred in connection with lawsuits and other negative effects, such as diversion of resources from the Merger and ongoing business activities, negative publicity or damage to our relationships with business partners, suppliers and customers, could have a material adverse effect on our business, results of operations, cash flows and financial condition.

We have incurred and will incur a number of non-recurring costs associated with the proposed Merger.

We have incurred and expect to incur a number of non-recurring costs associated with the proposed Merger, for which we will receive little or no benefit if the proposed Merger is not completed. These costs include financial advisory, legal, accounting, consulting and other advisory fees, severance/employee benefit-related costs, financing-related fees and costs, public company filing fees and other regulatory fees, printing costs and other related costs. There are a number of factors beyond our control that could affect the total amount or the timing of these costs and expenses. Many of these costs are payable by us regardless of whether or not the proposed Merger is completed and may relate to activities that we would not have undertaken other than to complete the proposed Merger.

On June 21, 2026, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, CRH Americas, Inc., a Delaware corporation ("CRH"), and Neon Merger Sub, Inc., a Delaware Corporation and a wholly owned subsidiary of CRH ("Merger Sub"). Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of CRH. On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger ("Effective Time"), each share of Company common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time will be automatically converted into the right to receive $150.00 in cash, without interest and subject to applicable withholding taxes (the “Merger Consideration”).

The consummation of the Merger is subject to the satisfaction or waiver of customary closing conditions, set forth in the Merger Agreement, among other things, including approval by the Company's stockholders and the receipt of required regulatory approvals. If the Merger is consummated, the Company's common stock will be delisted from the New York Stock Exchange and NYSE Texas and deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The transaction is expected to close in the first quarter of 2027. See Note 1. "Overview and Summary of Significant Accounting Policies" to the Consolidated Financial Statements for additional information about the Merger.

•Selling, general, and administrative expenses increased by 27.3% and 17.0% for the three and six months ended June 30, 2026, respectively, compared to the same periods in the prior year, driven by higher acquisition and divestiture-related expenses, including those related to the proposed Merger, and compensation-related costs. As a percentage of revenues, selling, general, and administrative expenses were 13.5% and 13.4% for the three and six months ended June 30, 2026, respectively, compared to 10.8% and 11.8% for the same periods in 2025, respectively.

•Interest expense for the three and six months ended June 30, 2026 totaled $23.1 million and $47.1 million, respectively, a decrease of $5.4 million and $9.7 million, respectively, from the same period in 2025.

•The effective tax rate from continuing operations for the three and six months ended June 30, 2026 was 18.3% and 14.6%, respectively, compared to 11.4% and 13.0%, respectively, for the same periods in 2025.

•Net income from continuing operations for the three and six months ended June 30, 2026 was $50.9 million and $74.2 million, respectively, compared to $50.5 million and $62.1 million, respectively, for the same periods in 2025.

2026 versus 2025

2026 versus 2025

•Operating costs increased by 1.6% and 2.5% during the three and six months ended June 30, 2026, respectively.

2026 versus 2025

•Operating profit increased 2.8% and 6.8% for the three and six months ended June 30, 2026, respectively.

Three Months Ended June 30, 2026 versus Three Months Ended June 30, 2025

Six Months Ended June 30, 2026 versus Six Months Ended June 30, 2025

•Segment revenues increased 2.6%. For construction materials, revenues increased slightly primarily due to higher pricing and the contribution from recent acquisitions, partially offset by lower volumes in our asphalt business, which was impacted by adverse weather. Revenues from construction site support increased 21.4% due to higher volumes from our trench shoring business.

•Cost of revenues increased 4.0% primarily due to higher trench shoring volumes and lower cost absorption in specialty materials and asphalt. As a percentage of revenues, cost of revenues were 80.0% in the current period, compared to 78.9% in the prior period.

•Selling, general, and administrative expenses increased 8.3% primarily due to higher compensation-related expenses and an increase in bad debt expense driven by a favorable adjustment recognized in the prior period related to increased collections on previously reserved receivables. Selling, general, and administrative expenses as a percentage of revenues were 10.5% in the current period, compared to 10.0% in the prior period.

•Operating profit decreased 9.0% primarily due to lower volumes and reduced cost absorption in specialty materials and asphalt and higher depreciation, depletion, and amortization expense, partially offset by improved profitability in aggregates and trench shoring.

•Depreciation, depletion, and amortization expense increased 6.5% primarily due to capital investments and recent acquisitions, including the fair market value write-up of long-lived assets.

Three Months Ended June 30, 2026 versus Three Months Ended June 30, 2025

•In the current period, other operating income was driven primarily by the gain recognized on the sale of a parcel of undeveloped industrial land located in Mexico.

Six Months Ended June 30, 2026 versus Six Months Ended June 30, 2025

•Segment revenues increased 3.3%. Revenues for our utility and related structures businesses increased 13.7% primarily due to higher volumes and pricing in our utility structures business, partially offset by lower lighting and telecom volumes. Revenue for wind towers declined 20.2%, primarily due to lower volume.

•Cost of revenues decreased slightly as lower wind tower volumes were mostly offset by higher utility structures volume. As a percentage of revenues, cost of revenues were 74.9% in the current period, compared to 77.8% in the prior period.

•Selling, general, and administrative expenses increased 6.8% primarily due to higher compensation-related expenses for utility structures. Selling, general, and administrative expenses as a percentage of revenues were 8.4% in the current period, compared to 8.1% in the prior period.

•In the current period, other operating income was driven primarily by the gain recognized on the sale of a parcel of undeveloped industrial land located in Mexico.

•Operating profit increased 37.7% primarily due to higher volumes and improved profitability in utility structures and the gain recognized on asset sales, partially offset by the expected decline in wind tower volumes.