Arcosa, Inc 8-K, filed Mar 10, 2020
Arcosa, Inc. (ACA)
8-K
2020-03-10
For: 2020-03-05
View Original
Added on
April 04, 2026
About this 8-K
Arcosa, Inc filed this 8-K on March 10, 2020, reporting on events of March 5, 2020.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): | ||
__________________________________________
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||
(Address of principal executive offices) | (Zip Code) | ||||
Registrant's telephone number, including area code: (972 ) 942-6500
Not Applicable |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 5, 2020, the Board of Directors (the “Board”) of Arcosa, Inc. (“Arcosa” or the “Company”) approved an amendment (the “Amendment”) to Arcosa’s Amended and Restated Bylaws (the “Bylaws”) to add a proxy access provision. The Amendment provides that a stockholder, or a group of up to 20 stockholders, owning at least three percent of Arcosa’s outstanding shares of Arcosa’s common stock continuously for at least three years, may nominate and include in Arcosa’s annual meeting proxy materials director nominees constituting up to the greater of (a) two directors or (b) twenty percent of the Board, subject to certain limitations and provided that the stockholders and nominees satisfy the requirements specified in the Amendment.
The foregoing summary of the Amendment set forth under this Item 5.03 does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is attached hereto as Exhibit 3.1.
Item 7.01 Regulation FD Disclosure.
The Company has updated its presentation materials that management intends to use from time to time in investor presentations about the Company’s operations and performance. The investor presentation is attached as Exhibit 99.1 to this report and is incorporated herein by reference. In addition, the investor presentation will be made available on www.arcosa.com.
The information in Item 7.01 of this report (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing. Additionally, the submission of this Item 7.01 in this report on Form 8-K is not an admission of the materiality of any information in this Item 7.01 of this report that is required to be disclosed solely by Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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 hereunto duly authorized.
Arcosa, Inc. | ||
March 10, 2020 | By: | /s/ Scott C. Beasley |
Name: Scott C. Beasley | ||
Title: Chief Financial Officer | ||
Exhibit 3.1
ARCOSA, INC.
AMENDMENT NO. 1 TO AMENDED AND RESTATED BYLAWS
ARTICLE III
DIRECTORS
Section 3.14 Proxy 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 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, 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.
(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, 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
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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 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;
(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
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(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 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 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;
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(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;
(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 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:
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(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;
(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):
(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
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or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation;
(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 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
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the Securities and Exchange Commission and any publicly disclosed standards used by the Board of Directors in determining and disclosing independence of the 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;
(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
(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.
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(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.
(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.
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Exhibit 99.1 Investor Presentation March 2020
Forward-Looking Statements Some statements in this presentation, which are not historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about Arcosa’s estimates, expectations, beliefs, intentions or strategies for the future. Arcosa uses the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “guidance,” “outlook,” “strategy,” and similar expressions to identify these forward-looking statements. Forward-looking statements speak only as of the date of this presentation, and Arcosa expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, except as required by federal securities laws. Forward-looking statements are based on management’s current views and assumptions and involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations, including but not limited to assumptions, risks and uncertainties regarding achievement of the expected benefits of Arcosa’s spin-off from Trinity Industries, Inc. (“Trinity”); tax treatment of the spin-off; failure to successfully integrate Cherry Industries, Inc. (“Cherry”), or failure to achieve the expected benefits of the acquisition; market conditions and customer demand for Arcosa’s business products and services; the cyclical nature of, and seasonal or weather impact on, the industries in which Arcosa competes; competition and other competitive factors; governmental and regulatory factors; changing technologies; availability of growth opportunities; market recovery; ability to improve margins; and Arcosa’s ability to execute its long-term strategy, and such forward-looking statements are not guarantees of future performance. For further discussion of such risks and uncertainties, see "Risk Factors" and the "Forward-Looking Statements" section of "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Arcosa's Form 10-K for the year-ended December 31, 2019, and as may be revised and updated by Arcosa's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Non-GAAP Financial Measures This presentation contains financial measures that have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Reconciliations of non-GAAP financial measures to the closest GAAP measure are provided in the Appendix. Presentation of Financials The spin-off of the Company by Trinity was completed on November 1, 2018. The Company’s financial statements for periods prior to November 1, 2018 were presented on a “carve-out” basis. The carve-out financials of the Company are not necessarily representative of the amounts that would have been reflected in the financial statements had the Company been an independent company during the applicable periods. 2 / Moving Infrastructure Forward — Investor Presentation, March 2020
How to Find Us OUR WEBSITE NYSE TICKER www.arcosa.com ACA HEADQUARTERS INVESTOR CONTACT Arcosa, Inc. InvestorResources@arcosa.com 500 North Akard Street, Suite 400 Dallas, Tx 75201 3 / Moving Infrastructure Forward — Investor Presentation, March 2020
Agenda Company overview Financial highlights Long-term vision and capital allocation ESG update 4 / Moving Infrastructure Forward — Investor Presentation, March 2020
Arcosa at a Glance A new public company with an established operating history and financial strength $1.74B $241M $113M Revenues Adjusted EBITDA Net Income ~6,300 85+ 3 Infrastructure-related Employees Years of Operating History Segments Arcosa separated from its former parent company and became an independent public company in November 2018 Revenues, Adjusted EBITDA and Net Income are for the fiscal year ended 12/31/19. See Adjusted EBITDA reconciliation in Appendix. 5 / Moving Infrastructure Forward — Investor Presentation, March 2020
Arcosa Overview Provider of infrastructure-related products and solutions positioned for growth Markets CONSTRUCTION ENERGY TRANSPORTATION Revenues $440M $837M $466M Adj.Segment 21% 15% EBITDA 14% Margin AGGREGATES WIND TOWERS BARGES S P E C I A LT Y U T I L I T Y COMPONENTS MATERIALS STRUCTURES CONSTRUCTION STORAGE TANKS SITE SUPPORT Revenues and Adjusted Segment EBITDA margin for the fiscal year ended 12/31/2019. See Adjusted Segment EBITDA reconciliation in Appendix. 6 / Moving Infrastructure Forward — Investor Presentation, March 2020
Construction Products Segment Overview PRODUCTS KEY FIGURES REVENUE (LTM 12/31/2019) by product type ($M) Construction $440M site support SPECIALTY CONSTRUCTION Revenue AGGREGATES MATERIALS SITE SUPPORT 75 (17%) 74 Natural sand, gravel Lightweight Steel & aluminum 21% trench shoring and limestone base; aggregates; specialty Adjusted Segment EBITDA products and recycled aggregates milled or processed Margin materials systems 365 As of 12/31/19: (83%) ▪ Estimated proven and probable aggregate reserves exceeding 930 $30B+ million tons, excluding Cherry Estimated annual Aggregates and ▪ Combined natural aggregates and specialty materials projected average market size specialty materials reserve life of at least 57 years In January 2020, the Company acquired Cherry Industries, Inc. (“Cherry”), a leading producer of natural and recycled aggregates in the Houston, Texas market area. Aggregates and Specialty Materials grouped as “Construction Aggregates” in Financials. Construction Site Support classified as “Other”. See Adjusted Segment EBITDA reconciliation in Appendix. 7 / Moving Infrastructure Forward — Investor Presentation, March 2020
Energy Equipment Segment Overview PRODUCTS KEY FIGURES REVENUE by product type ($M) (LTM 12/31/2019) Storage tanks $837M and other WIND TOWERS UTILITY STRUCTURES Revenue 211 (25%) Storage 15% 626 Adjusted Segment EBITDA (75%) Margin RESIDENTIAL/COMMERCIAL/ INDUSTRIAL SCALE & FIELD AGRICULTURAL ERECTED STORAGE Utility structures STORAGE and wind towers $597M Backlog in Utility Structures and Wind Towers as of 12/31/19 See Adjusted Segment EBITDA reconciliation in Appendix. Adjusted Segment EBITDA includes $2.9M of bad debt recovery recorded in 1Q 2019. 8 / Moving Infrastructure Forward — Investor Presentation, March 2020
Transportation Products Segment Overview PRODUCTS KEY FIGURES REVENUE by product type ($M) (LTM 12/31/2019) $466M Barges FIBERGLASS TANK BARGES HOPPER BARGES Revenue COVERS 172 (37%) 14% Adjusted Segment EBITDA RAILCAR INDUSTRIAL & 294 Margin (63%) RAILCAR AXLES COUPLING MINING DEVICES COMPONENTS $5B+ Components Estimated annual market size $347M Backlog in Barges as of 12/31/19 See Adjusted Segment EBITDA reconciliation in Appendix. 9 / Moving Infrastructure Forward — Investor Presentation, March 2020
First Year Progress In 2019, we completed our first full year as a public company and remain encouraged by our progress and focused on the future Building our new Arcosa culture Executing well on Stage 1 Priorities introduced at spin-off Grow ✓ Completed two large-sized acquisitions, ACG Construction Materials and Cherry, + 3 additional complementary ✓ Entrepreneurial and growth-minded Products acquisitions to expand regional footprint ✓ Focused on integrating ESG Improve ✓ Grew Adjusted Segment EBITDA margins from 10% Energy in 2018 to 15% in 2019 initiatives into our long-term strategy Equipment ✓ Turning focus to growth in adjacent product lines margins ✓ Performance accountability ✓ Ramped up barge facilities to grow revenue ~75% in Expand 2019, with healthy backlog headed into 2020 Transportation ✓ “We win together” Products Operate a flat ✓ Streamlined corporate structure to reduce layers corporate structure See Adjusted Segment EBITDA reconciliation in Appendix. 10 / Moving Infrastructure Forward — Investor Presentation, March 2020
Agenda Company overview Financial highlights Long-term vision and capital allocation ESG update 11 / Moving Infrastructure Forward — Investor Presentation, March 2020
2019 Financial Results Full Year Adjusted EBITDA increased 29%, driven by organic growth, acquisitions, and operating improvements Revenues ($M’s) Adjusted EBITDA ($M’s) +19% +29% 267 1,704 1,737 241 1,462 1,460 197 187 2016 2017 2018 2019 2016 2017 2018 2019 Adjusted Net Income ($M’s) Adjusted EBITDA Margin (%) +9% 123 115 +29% 15.6 13.5 13.9 90 89 12.8 Adjusted Reported 113 84 76 2016 2017 2018 2019 2016 2017 2018 2019 There were no adjustments made to reported Net Income in 2016. See Adjusted EBITDA and Adjusted Net Income reconciliations in Appendix. 12 / Moving Infrastructure Forward — Investor Presentation, March 2020
Free Cash Flow Generation $273 Million of Free Cash Flow in 2019, as our ‘cash culture’ begins to show progress …leaving us with ~0.5x Net Debt / Adjusted EBITDA after the We generated $273M of Free Cash Flow in 2019... Cherry acquisition Free Cash Flow Net Debt / Adjusted EBITDA Operating Cash Flow Less CapEx, $M’s Ratio since spin, end of quarter Long term target of 2-2.5x 273 Funded ACG acquisition Funded Cherry acquisition with $180M of debt with $150M of debt 143 0.5 0.5 0.1 80 74 -0.1 -0.1 -0.6 2016 2017 2018 2019 -1.2 Pro-Forma Q4-18 Q1-19 Q2-19 Q3-19 Q4-19 Pro-Forma At Spin-Off After Cherry Key focus areas include: • Process improvements to reduce working capital • Incentive changes Received $200M of Reduced leverage throughout • Disciplined capital expenditure decisions cash at spin 2019 with operating cash flow See Free Cash Flow and Net Debt to Adjusted EBITDA reconciliations in Appendix. 13 / Moving Infrastructure Forward — Investor Presentation, March 2020
$298M Cherry Acquisition Acquisition closed in January and integration is underway; Cherry will be a platform for additional value creation in Construction Products Expands aggregates business into Offers compelling competitive Provides levers for additional attractive Houston market, a key advantages value creation gap in our current Texas network • Largest recycled aggregates producer Platform to replicate Cherry’s natural in the U.S. with experienced and recycled aggregates in new management team geographies • Extensive network of strategically Opportunity to leverage legacy natural Aggregate mines located facilities and reserve positions Specialty locations aggregates expertise in Cherry’s Cherry locations • Long-term customer and supplier market relationships Houston-area Cherry locations Montgomery • Access to critical raw material, both Stable platform expected to produce Washington Liberty internally and externally sourced high returns on capital through a cycle Austin Waller Cherry HQ Harris Chambers Recycling Facility Fort Bend • Technical expertise in concrete Galveston Stabilized Facility recycling and repurposing Accelerates Arcosa’s overall portfolio Brazoria Recycling + Stabilized shift into higher valued Construction Facility Products $176M Revenues and $37M EBITDA for Cherry as of last 12 months ended 9/30/19. See EBITDA reconciliation in Appendix. 14 / Moving Infrastructure Forward — Investor Presentation, March 2020
Barge Recovery Continues Successfully ramped up barge business to meet the ongoing market recovery, growing revenues ~75% in 2019 Inland Barge business Backlog Value Trend ($millions) ▪ Backlog up 50% in 2019 and scheduled to deliver in 2020, 565 providing strong production visibility 454 ▪ Full year 2019 orders of $411M, 416 representing a book-to-bill ratio of 1.4 times 384 373 364 350 347 319 ▪ Two consecutive quarters of healthy dry barge orders, showing early signs of a potential 251 231 dry barge replacement cycle. 210 Inquiries for liquid barges remain 198 177 steady. 126 125 120 110 ▪ Expect higher barge margins in 98 91 2020 as the start-up phase of our Louisiana plant is complete and orders taken in a lower pricing environment delivered in 2019 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 15 / Moving Infrastructure Forward — Investor Presentation, March 2020
2020 Outlook We are expecting another year of revenue and EBITDA growth, with solid fundamentals across most of our markets and backlogs providing good production visibility Positives moving into 2020 Challenges moving into 2020 ▪ Continued strength in Construction Products, led by healthy infrastructure ▪ Softness in new railcar market spending in our key markets ▪ Oil and gas markets, served by our aggregate plants ▪ Strategic expansion of Cherry’s natural and recycled aggregates platform ▪ Lower wind tower margins ▪ Dry barge recovery, coupled with steady liquid barge demand ▪ Robust utility structures demand, driven by grid hardening and reliability initiatives ▪ Steady demand for storage tanks in U.S. and Mexico +17% to midpoint +19% to midpoint Revenues Adjusted EBITDA $M’s 1,950 – 2,100 $M’s 275 – 300 1,737 241 1,460 187 2018 2019 2020 Guidance 2018 2019 2020 Guidance See Adjusted EBITDA reconciliation in Appendix. FY 2020 guidance as of 2/26/2020. 16 / Moving Infrastructure Forward — Investor Presentation, March 2020
Additional 2020 financial information FY 2020 Guidance ▪ $95-$105M, higher than 2019’s $85M due to Cherry acquisition and organic growth Capital Expenditures projects to expand product lines and capacity ▪ We expect working capital to be roughly flat for the year, excluding any impact from Working acquisitions Capital1 ▪ ~$13M per quarter, down slightly as a percentage of total revenues Corporate costs ▪ Tax rate of approximately 24% Taxes 1 Working capital defined as current assets, less cash, less current liabilities 17 / Moving Infrastructure Forward — Investor Presentation, March 2020
Agenda Company overview Financial highlights Long-term vision and capital allocation ESG update 18 / Moving Infrastructure Forward — Investor Presentation, March 2020
Long-Term Vision for Arcosa Integrate Environmental, Social, Improve and Governance Reduce long-term returns initiatives (ESG) into our the complexity and on invested capital long-term strategy Grow cyclicality of the overall in attractive markets business where we can achieve sustainable competitive advantages 19 / Moving Infrastructure Forward — Investor Presentation, March 2020
Capital Allocation Since Spin-Off Disciplined capital allocation is a key component of advancing our long-term vision Organic Strategic Growth through Return of capital investments Acquisitions to shareholders ▪ $85M of Capital ▪ $640M of acquisitions since spin ▪ $25M returned to Expenditures in shareholders since spin 2019 ▪ ~$10M Dividends ̶ ~$60M Maintenance ▪ ~$15M Share ̶ ~$25M Growth ▪ $309M Purchase Price ▪ $298M Purchase Price repurchases ▪ 9.8x TTM EBITDA multiple ▪ 8.0x TTM EBITDA multiple 4 bolt-on acquisitions ▪ $33M combined price ▪ Mid-single digit multiples TTM is trailing twelve months. 20 / Moving Infrastructure Forward — Investor Presentation, March 2020
Strategic Growth through Acquisitions We have deployed more than $600M on Construction Products acquisitions since the time of the spin, due to favorable long-term fundamentals and acquisition opportunities Attractive fundamentals of Aggregates Growth of Construction Products segment and Specialty Materials ▪ Attractive markets with long-term pricing Construction Aggregates and Specialty and volume growth; less cyclical than other Materials Revenues 541 Arcosa businesses $M’s ▪ Sustainable competitive advantages, 35% CAGR 365 through reserve positions, product portfolio, proprietary processing capabilities, and 213 218 deep market knowledge 192 205 152 ▪ Fragmented industry structure with ability to 113 buy small to medium size assets at 65 attractive multiples 2012 2013 2014 2015 2016 2017 2018 2019 2019 ▪ Ability to use acquisitions as growth Pro- Forma platforms for organic and bolt-on growth with Cherry For FY15-19, Construction Aggregates and Specialty Materials Revenues grouped as “Construction Aggregates” in Arcosa’s financials; FY12-14 grouped as “Aggregates” in Trinity’s financials. 2019 Proforma with Cherry includes Cherry revenues of $176M as of last twelve months ended September 30, 2019. 21 / Moving Infrastructure Forward — Investor Presentation, March 2020
Organic investments We are allocating capex to grow in attractive markets where we can build sustainable competitive advantages Aggregates and Specialty Materials investments Utility Structures organic investments Reserve acquisitions to expand in current geographies Adjacent product lines Greenfield projects to expand into new geographies Capacity expansion Processing capacity expansion Robotic manufacturing New specialty product investments development 22 / Moving Infrastructure Forward — Investor Presentation, March 2020
Agenda Company overview Financial highlights Long-term vision and capital allocation ESG update 23 / Moving Infrastructure Forward — Investor Presentation, March 2020
ESG Update Our Materiality Assessment identified 11 significant topics across our businesses; we plan to publish our initial Sustainability Report for full year 2020 Our Our People & Our Environment Products Communities Employee Health and Safety Energy Management Product Use and Quality Diversity Air Quality Talent Management GHG Emissions Community Relations Water and Wastewater Management Land Management Governance and Business Ethics Our Materiality Assessment was based primarily on SASB standards, with additional input from stakeholders and other sustainability standards 24 / Moving Infrastructure Forward — Investor Presentation, March 2020
Incentive Compensation Plans Arcosa’s incentive plans align compensation to long-term shareholder value creation while driving accountability to the business level Award Type Focus Performance Objectives Target CEO Pay: 83% at Risk(1) Adjusted EBITDA Short Term 1 year operational and Incentive Cash Business-specific metrics Plan (STI) financial targets (e.g., EBITDA, Working Capital, Margin 17% Improvement, SE&A Reduction) 26% Base TBRSU Equity: Performance-Based Return on Capital 17% Restricted Stock Units STI Cumulative EPS (PBRSU) Long Term Long term Incentive shareholder value Plan (LTI) creation 40% PBRSU Equity: Time-Based Share Price Restricted Stock Units (TBRSU) (1) Annualized target compensation, excluding one-time sign-on LTI grant upon being named future CEO 25 / Moving Infrastructure Forward — Investor Presentation, March 2020
Additional ESG Information We have a number of initiatives already underway to integrate ESG into our long term strategy Our Our People & Our Environment Products Communities ▪ Safety Excellence program rolled out to ▪ Instituting sustainability program to track ▪ Leading producer of wind towers for plants environmental metrics renewable power generation, with over 12,000 towers produced ▪ Instituted plan to track and improve ▪ Integrating environmental initiatives into diversity long-term strategy ▪ Leading manufacturer of inland barges, which have valuable fuel efficiency ▪ Ethics Training and Certification ▪ Arcosa headquarters is LEED Gold, advantages over truck and rail programs Energy Star Certified ▪ Trench shoring products promote ▪ Extensive community engagement worker safety across our plant locations and corporate offices ▪ Talent development program to enhance the skills of our team 26 / Moving Infrastructure Forward — Investor Presentation, March 2020
Our Products Arcosa’s products are used in important environmentally friendly industries Barge transportation is a clean, efficient mode of freight Wind Energy reduces carbon dioxide emissions transportation Tons of CO2 per Million Ton Miles CO2 Emissions Avoided through Wind Energy Million Metric Tons Barge 15.6 201 189 Rail 21.2 159 132 Truck 154.1 126 115 97 Ton Miles Traveled per Gallon of Fuel 83 65 Barge 647 50 37 22 Rail 477 17 9 11 4 6 7 2001 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 Truck 145 As a leading wind tower manufacturer with over 12,000 towers produced, Arcosa’s inland barges play a critical role in the clean and efficient Arcosa plays an important role in the development of wind power transportation of freight Sources: American Wind Energy Association, National Waterways Foundation 27 / Moving Infrastructure Forward — Investor Presentation, March 2020
Appendix
Reconciliation of Consolidated and Combined Adjusted EBITDA and Adjusted Net Income ($’s in millions) Year Ended Full Year 2020 (unaudited) December 31, Guidance(1) 2016 2017 2018 2019 Low High GAAP does not define “Earnings Before Interest, Taxes, Depreciation, Revenues $1,704.0 $1,462.4 $1,460.4 $1,736.9 $1,950.0 $2,100.0 Depletion and Amortization” (“EBITDA”) and it should not be considered as an alternative to earnings measures defined by GAAP, including net Net income 123.0 89.7 75.7 113.3 118.0 138.0 income. We use this metric to assess the operating performance of our Add: consolidated business, as a metric for incentive-based compensation, Interest expense, net — (0.1) 0.5 5.4 9.0 10.0 and as a basis for strategic planning and forecasting as we believe that it Provision for income taxes 74.2 40.4 19.3 33.5 37.0 43.0 closely correlates to long-term shareholder value, and we believe this Depreciation, depletion, and amortization metric also assists investors in comparing a company's performance on a 65.6 65.7 67.6 85.8 105.0 105.0 expense(2) consistent basis without regard to depreciation, depletion, and EBITDA 262.8 195.7 163.1 238.0 269.0 296.0 amortization, which can vary significantly depending on many factors. We adjust consolidated EBITDA for certain non-routine items (“Adjusted Add: EBITDA”) to provide a more consistent comparison of earnings Impairment charge — — 23.2 — — — performance from period to period, which we also believe assists (3) Impact of acquisition-related expenses — — 0.8 2.0 6.0 4.0 investors in comparing a company's performance on a consistent basis. (4) Other, net (income) expense 3.7 1.7 (0.6) 0.7 — — “Adjusted EBITDA Margin” is defined as Adjusted EBITDA divided by Adjusted EBITDA $ 266.5 $ 197.4 $ 186.5 $ 240.7 $ 275.0 $ 300.0 Revenues. Adjusted EBITDA Margin 15.6% 13.5% 12.8% 13.9% 14.1% 14.3% Year Ended Full Year 2020 December 31, Guidance GAAP does not define “Adjusted Net Income” and it should not be 2016 2017 2018 2019 Low High considered as an alternative to earnings measures defined by GAAP, Net Income $ 123.0 $ 89.7 $ 75.7 $ 113.3 $ 118.0 $ 138.0 including net income. We use this metric to assess the operating Impairment charge, net of tax — — 14.3 — — — performance of our consolidated business. We adjust net income for certain non-routine items to provide investors with what we believe is a Impact of acquisition-related expenses, net (3) — — 0.6 1.5 4.6 3.1 more consistent comparison of earnings performance from period to of tax period. Impact of U.S. tax reform — (6.2) (1.5) — — — Adjusted Net Income $ 123.0 $ 83.5 $ 89.1 $ 114.8 $ 122.6 $ 141.1 (1) FY 2020 guidance as of 2/26/2020. (2) Includes an estimate for the fair value markup of acquired assets for the Full Year 2020 Guidance. (3) Non-routine expenses associated with acquisitions, including the cost impact of the fair value markup of acquired inventory and other transaction costs. (4) Included in Other, net expense was the impact of foreign currency exchange transactions of $1.5 million, $(0.2) million, $2.2 million, and $4.8 million for the years ended December 31, 2019, 2018, 2017, and 2016, respectively. 29 / Moving Infrastructure Forward — Investor Presentation, March 2020
Reconciliation of Adjusted Segment EBITDA ($’s in millions) Three Months Ended Year Ended (unaudited) December 31, December 31, 2019 2018 2019 2018 Construction Products “Segment EBITDA” is defined as segment operating profit plus Revenues $ 102.2 $ 65.6 $ 439.7 $ 292.3 depreciation, depletion, and amortization. GAAP does not define Segment EBITDA and it should not be considered as an Operating Profit 7.4 5.1 52.7 50.4 alternative to earnings measures defined by GAAP, including Add: Depreciation, depletion, and amortization expense 10.5 6.5 38.0 21.9 Segment EBITDA 17.9 11.6 90.7 72.3 segment operating profit. We use this metric to assess the Add: Impact of the fair value mark up of acquired inventory — 0.8 1.4 0.8 operating performance of our businesses, as a metric for Adjusted Segment EBITDA $ 17.9 $ 12.4 $ 92.1 $ 73.1 incentive-based compensation, and as a basis for strategic Adjusted Segment EBITDA Margin 17.5 % 18.9 % 20.9 % 25.0 % planning and forecasting as we believe that it closely correlates to long-term shareholder value, and we believe this metric also Energy Equipment assists investors in comparing a company's performance on a Revenues $ 213.0 $ 207.0 $ 836.6 $ 780.1 consistent basis without regard to depreciation, depletion, and Operating Profit 20.9 16.1 100.7 28.6 amortization, which can vary significantly depending on many Add: Depreciation and amortization expense 6.7 7.1 27.9 29.7 factors. We adjust Segment EBITDA for certain non-routine items Segment EBITDA 27.6 23.2 128.6 58.3 (“Adjusted Segment EBITDA”) to provide a more consistent Add: Impairment charge — — — 23.2 comparison of earnings performance from period to period, which Adjusted Segment EBITDA $ 27.6 $ 23.2 $ 128.6 $ 81.5 we also believe assists investors in comparing a company's Adjusted Segment EBITDA Margin 13.0 % 11.2 % 15.4 % 10.4 % performance on a consistent basis. “Adjusted Segment EBITDA Margin” is defined as Adjusted Segment EBITDA divided by Transportation Products Revenues $ 132.3 $ 102.1 $ 465.7 $ 391.4 Revenues. Operating Profit 14.7 13.2 46.8 48.4 Add: Depreciation and amortization expense 4.3 3.8 16.3 15.5 Segment EBITDA 19.0 17.0 63.1 63.9 Add: Impact of the fair value mark up of acquired inventory — — 0.6 — Adjusted Segment EBITDA $ 19.0 $ 17.0 $ 63.7 $ 63.9 Adjusted Segment EBITDA Margin 14.4 % 16.7 % 13.7 % 16.3 % Operating Loss - All Other $ — $ — $ — $ (0.1) Operating Loss - Corporate (12.5) (7.4) (47.3) (32.1) Eliminations — (0.3) — (0.3) Add: Corporate depreciation expense 1.1 0.5 3.6 0.5 Adjusted EBITDA $ 53.1 $ 45.4 $ 240.7 $ 186.5 30 / Moving Infrastructure Forward — Investor Presentation, March 2020
Reconciliation of Free Cash Flow (unaudited) GAAP does not define “Free Cash Flow” and it should not be considered as an alternative to cash flow measures defined by GAAP, including cash flow from operating activities. We use this metric to assess the liquidity of our consolidated business. We present this metric for the convenience of investors who use such metrics in their analysis and for shareholders who need to understand the metrics we use to assess performance and to monitor our cash and liquidity positions. We define Free Cash Flow as cash provided by operating activities less capital expenditures. Year Ended December 31, 2019 2018 2017 2016 (in millions) Cash Provided by Operating Activities $ 358.8 $ 118.5 $ 162.0 $ 227.8 Capital Expenditures (85.4) (44.8) (82.4) (84.8) Free Cash Flow $ 273.4 $ 73.7 $ 79.6 $ 143.0 31 / Moving Infrastructure Forward — Investor Presentation, March 2020
Reconciliation of Net Debt to Adjusted EBITDA (unaudited) The Company uses the term “Net Debt” to determine the extent to which the Company’s outstanding debt obligations would be satisfied by its cash and cash equivalents on hand. Management believes this metric is useful to investors in determining the Company’s current leverage position following recent significant events subsequent to the reporting period. (1) Net Debt adjusted to include $200.0 million of cash received from Trinity in connection with the spin-off on November 1, 2018. (2) Net Debt includes $150.0 million of newly issued debt and $133.0 million of cash paid at closing in connection with the acquisition of Cherry. Adjusted EBITDA includes $37.0 million of Cherry Adjusted EBITDA for the trailing twelve months ended September 30, 2019. 32 / Moving Infrastructure Forward — Investor Presentation, March 2020
Cherry EBITDA Reconciliation ($’s in millions) (unaudited) “EBITDA” is defined as Cherry’s net income plus interest expense, income taxes, depreciation and amortization. EBITDA is not a calculation based on generally accepted accounting principles. The amounts included in the EBITDA calculation, however, are derived from amounts included in the historical statements of operations data. In addition, EBITDA should not be considered as an alternative to net income or operating income as an indicator of Cherry’s operating performance, or as an alternative to operating cash flows as a measure of liquidity. We believe EBITDA assists investors in comparing a company’s performance on a consistent basis without regard to depreciation and amortization and other expenses, which can vary significantly depending upon many factors. For the Trailing Twelve Months Ended September 30, 2019: Net income $28.5 Add: Interest expense 0.1 Provision for income taxes 1.2 Depreciation & amortization expense 7.1 EBITDA $36.9 33 / Moving Infrastructure Forward — Investor Presentation, March 2020